Format of Presentation



Management's discussion and analysis of financial condition and results of
operations ("MD&A") should be read in conjunction with the consolidated
financial statements and related footnotes contained in Item 1 of this Quarterly
Report on Form 10-Q of iHeartMedia, Inc. (the "Company," "iHeartMedia," "we,"
"our," or "us").

Our reportable segments are:

?the Multiplatform Group, which includes our Broadcast radio, Networks and Sponsorships and Events businesses;

?the Digital Audio Group, which includes our Digital businesses, including Podcasting; and

?the Audio & Media Services Group, which includes Katz Media Group ("Katz Media"), our full-service media representation business, and RCS Sound Software ("RCS"), a provider of scheduling and broadcast software and services.



These reporting segments reflect how senior management operates the Company.
This structure provides visibility into the underlying performance, results, and
margin profiles of our distinct businesses and enables senior management to
monitor trends at the operational level and address opportunities or issues as
they arise via regular review of segment-level results and forecasts with
operational leaders.

Additionally, Segment Adjusted EBITDA is the segment profitability metric
reported to the Company's Chief Operating Decision Maker for purposes of making
decisions about allocation of resources to, and assessing performance of, each
reportable segment. Segment Adjusted EBITDA is calculated as Revenue less
operating expenses, excluding Restructuring expenses (as defined below) and
share-based compensation expenses.

We operate as a company with multiple platforms including radio, digital,
podcasting, networks and events, as well as ad technology capabilities. We have
also invested in numerous technologies and businesses to increase the
competitiveness of our inventory with our advertisers and our audience. We
believe the presentation of our results by segment provides additional insight
into our broadcast radio business and our fast-growing digital business. We
believe that our ability to generate cash flow from operations from our business
initiatives and our current cash on hand will provide sufficient resources to
fund and operate our business, fund capital expenditures and other obligations
and make interest payments on our long-term debt for at least the next twelve
months.

Description of our Business

Our strategy centers on delivering entertaining and informative content where our listeners want to find us across our various platforms.

Multiplatform Group



The primary source of revenue for our Multiplatform Group is from selling local
and national advertising time on our radio stations, with contracts typically
less than one year in duration. The programming formats of our radio stations
are designed to reach audiences with targeted demographic characteristics. We
work closely with our advertising and marketing partners to develop tools and
leverage data to enable advertisers to effectively reach their desired
audiences. Our Multiplatform Group also generates revenue from network
syndication, nationally recognized events and other miscellaneous transactions.

Management looks at our Multiplatform Group's operations' overall revenue as
well as the revenue from each type of advertising, including local advertising,
which is sold predominately in a station's local market, and national
advertising, which is sold across multiple markets. Local advertising is sold by
each radio station's sales staff while national advertising is sold by our
national sales team. We periodically review and refine our selling structures in
all regions and markets in an effort to maximize the value of our offering to
advertisers and, therefore, our revenue.

Management also looks at Multiplatform Group's revenue by region and market
size. Typically, larger markets can reach larger audiences with wider
demographics than smaller markets. Additionally, management reviews our share of
audio advertising revenues in markets where such information is available, as
well as our share of target demographics listening in an average quarter hour.
This metric gauges how well our formats are attracting and retaining listeners.
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Management also monitors revenue generated through our programmatic ad-buying
platform, Soundpoint, and our data analytics advertising product, SmartAudio, to
measure the success of our enhanced marketing optimization tools. We have made
significant investments so we can provide the same ad-buying experience that
once was only available from digital-only companies and enable our clients to
better understand how our assets can successfully reach their target audiences.

Management monitors average advertising rates and cost per mille, the cost of
every 1,000 advertisement impressions ("CPM"), which are principally based on
the length of the spot and how many people in a targeted audience listen to our
stations, as measured by an independent ratings service. In addition, our
advertising rates are influenced by the time of day the advertisement airs, with
morning and evening drive-time hours typically priced the highest. Our price and
yield information systems enable our station managers and sales teams to adjust
commercial inventory and pricing based on local market demand, as well as to
manage and monitor different commercial durations in order to provide more
effective advertising for our customers at what we believe are optimal prices
given market conditions. Yield is measured by management in a variety of ways,
including revenue earned divided by minutes of advertising sold.

A portion of our Multiplatform Group segment's expenses vary in connection with
changes in revenue. These variable expenses primarily relate to costs in our
programming and sales departments, including profit sharing fees and
commissions, and bad debt. Our content costs, including music license fees for
music delivered via broadcast, vary with the volume and mix of songs played on
our stations.

Digital Audio Group

The primary source of revenue in the Digital Audio Group segment is the sale of
advertising on the Company's iHeartRadio mobile application and website, station
websites, and podcast network. Revenues for advertising spots are recognized
over time based on impressions delivered or time elapsed, depending upon the
terms of the contract. Digital Audio Group's contracts with advertisers are
typically a year or less in duration and are generally billed monthly upon
satisfaction of the performance obligations.

Through our Digital Audio Group, we continue to expand the choices for
listeners. We derive revenue in this segment by developing and delivering our
content and selling advertising across multiple digital distribution channels,
including via our iHeartRadio mobile application, our station websites and other
digital platforms that reach national, regional and local audiences.

Our strategy has enabled us to extend our leadership in the rapidly growing
podcasting sector, and iHeartMedia is the number one podcast publisher in
America. Our reach now extends across more than 250 platforms and 2,000
different connected devices, and our digital business is comprised of streaming,
subscription, display advertisements, and other content that is disseminated
over digital platforms.

A portion of our Digital Audio Group segment's expenses vary in connection with
changes in revenue. These variable expenses primarily relate to our content
costs including profit sharing fees and third-party content costs, as well as
sales commissions and bad debt. Certain of our content costs, including digital
music performance royalties, vary with the volume of listening hours on our
digital platforms.

Audio & Media Services Group

Audio & Media Services Group revenue is generated by services provided to
broadcast industry participants through our Katz Media and RCS businesses. As a
media representation firm, Katz Media generates revenue via commissions on media
sold on behalf of the radio and television stations that it represents, while
RCS generates revenue by providing broadcast software and media streaming, along
with research services for radio stations, broadcast television stations, cable
channels, record labels, ad agencies and Internet stations worldwide.

COVID-19



Our advertising revenue is highly correlated to changes in gross domestic
product ("GDP") as advertising spending has historically trended in line with
GDP. A recession or downturn in the U.S. economy could have a significant impact
on the Company's ability to generate revenue. Beginning in March 2020 and
continuing in the following months, we saw a sharp decline in each of our
Broadcast radio, Networks and Sponsorships revenue streams as a result of the
impact of the coronavirus pandemic ("COVID-19") and the resulting impact on the
U.S. economy. Our Multiplatform Group revenues significantly increased for the
first quarter of 2022 compared to the first quarter of 2021 as a result of
continued recovery from the impact of the COVID-19 pandemic. Our Digital Audio
Group revenues, including podcasting, have continued to grow each quarter
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during the COVID-19 pandemic. Our Audio & Media Services Group revenues have
increased for the first quarter of 2022 compared to the first quarter of 2021
mainly due to the continued recovery from the impact of the COVID-19 pandemic.
Refer to Note 1, Basis of Presentation, for more information regarding COVID-19
and its impact on our financial statements.

Cost Savings Initiatives



We have implemented key modernization initiatives and operating-expense-saving
initiatives to take advantage of the significant investments we have made in new
technologies to deliver incremental cost efficiencies, including initiatives to
streamline our real estate footprint. We believe these initiatives position the
Company for sustainable growth and value creation for stockholders.

Impairment Charges



As part of our operating-expense-savings initiatives, we have taken proactive
steps to streamline our real estate footprint and reduce related lease and
operating expenses incurred by the Company. These strategic actions typically
result in impairment charges due to the write-down of the affected right-of-use
assets and related fixed assets, including leasehold improvements. For the three
months ended March 31, 2022 and 2021, we recognized non-cash impairment charges
of $1.3 million and $37.7 million, respectively, as a result of these
cost-savings initiatives.


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Executive Summary



Our revenues for the first quarter of 2022 increased significantly across our
Multiplatform Group, Digital Audio Group and Audio & Media Services Group
segments as a result of the continued recovery from the impacts of the COVID-19
pandemic and the continued increased demand for digital advertising, including
podcasting.

The key developments that impacted our business during the quarter are summarized below:



•Consolidated Revenue of $843.5 million increased $136.8 million, or 19.4%
during the quarter ended March 31, 2022 compared to Revenue of $706.7 million in
the prior year's first quarter.
•Revenue and Segment Adjusted EBITDA from our Multiplatform Group increased
$73.3 million and $29.1 million compared to the prior year's first quarter,
respectively.
•Revenue and Segment Adjusted EBITDA from our Digital Audio Group increased
$56.7 million and $12.5 million compared to the prior year's first quarter,
respectively.
•Revenue and Segment Adjusted EBITDA from our Audio & Media Services Group
increased $5.7 million and $1.0 million compared to the prior year's first
quarter, respectively.
•Operating income of $12.3 million was up from an Operating loss of $76.4
million in the prior year's first quarter.
•Net loss of $48.7 million compared to a Net loss of $242.1 million in the prior
year's first quarter.
•Cash flows used for operating activities of $(52.2) million decreased from Cash
flows provided by operating activities of $71.7 million in the prior year's
first quarter.
•Adjusted EBITDA(1) of $145.2 million, was up $43.0 million from $102.2 million
in prior year's first quarter.
•Free cash flow(2) of $(74.8) million decreased from $52.8 million in the prior
year's first quarter.

The table below presents a summary of our historical results of operations for
the periods presented:

(In thousands)                                         Three Months Ended
                                                           March 31,
                                                           2022                               2021
Revenue                                            $          843,458                     $  706,665
Operating income (loss)                            $           12,335                     $  (76,356)
Net loss                                           $          (48,739)                    $ (242,056)

Cash provided by (used for) operating activities $ (52,212)

$   71,728

Adjusted EBITDA(1)                                 $          145,218                     $  102,247
Free cash flow(2)                                  $          (74,769)                    $   52,778


(1) For a definition of Adjusted EBITDA and a reconciliation to Operating income
(loss), the most closely comparable GAAP measure, and to Net loss, please see
"Reconciliation of Operating Income (Loss) to Adjusted EBITDA" and
"Reconciliation of Net Loss to EBITDA and Adjusted EBITDA" in this MD&A.

(2) For a definition of Free cash flow and a reconciliation to Cash provided by
operating activities, the most closely comparable GAAP measure, please see
"Reconciliation of Cash provided by operating activities to Free cash flow" in
this MD&A.




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Results of Operations



The tables below present the comparison of our historical results of operations
for the three months ended March 31, 2022 to the three months ended March 31,
2021:

(In thousands)                                                             Three Months Ended
                                                                                March 31,
                                                                        2022                2021
Revenue                                                             $  843,458          $  706,665
Operating expenses:
Direct operating expenses (excludes depreciation and amortization)     330,524             292,813
Selling, general and administrative expenses (excludes depreciation
and amortization)                                                      384,344             342,330
Depreciation and amortization                                          114,051             107,363
Impairment charges                                                       1,334              37,744
Other operating expense, net                                               870               2,771
Operating income (loss)                                                 12,335             (76,356)
Interest expense, net                                                   79,219              85,121
Gain (loss) on investments, net                                         (1,765)                191
Equity in loss of nonconsolidated affiliates                               (29)                (28)

Other expense, net                                                        (270)               (807)

Loss before income taxes                                               (68,948)           (162,121)
Income tax benefit (expense)                                            20,209             (79,935)

Net loss                                                               (48,739)           (242,056)
Less amount attributable to noncontrolling interest                       (157)               (333)
Net loss attributable to the Company                                $  

(48,582) $ (241,723)

The tables below present the comparison of our revenue streams for the three months ended March 31, 2022 to the three months ended March 31, 2021:



              (In thousands)                     Three Months Ended
                                                     March 31,                %
                                                2022           2021         Change
              Broadcast Radio                $ 416,481      $ 358,536       16.2  %
              Networks                         117,558        115,086        2.1  %
              Sponsorship and Events            33,601         22,393       50.1  %
              Other                              3,520          1,882       87.0  %
              Multiplatform Group              571,160        497,897       14.7  %
              Digital, excluding Podcast       145,675        119,201       22.2  %
              Podcast                           68,544         38,352       78.7  %
              Digital Audio Group              214,219        157,553       36.0  %
              Audio & Media Services Group      60,857         55,137       10.4  %
              Eliminations                      (2,778)        (3,922)
              Revenue, total                 $ 843,458      $ 706,665       19.4  %



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Consolidated results for the three months ended March 31, 2022 compared to the consolidated results for the three months ended March 31, 2021 were as follows:

Revenue



Consolidated revenue increased $136.8 million during the three months ended
March 31, 2022 compared to the same period of 2021. The increase in Consolidated
revenue is attributable to the continued recovery from the macroeconomic effects
of COVID-19 and the continuing growth of our operating businesses. Multiplatform
Group revenue increased $73.3 million, or 14.7%, primarily resulting from
strengthening demand for broadcast advertising and the return of live events
compared to the first quarter of 2021. Digital Audio Group revenue increased
$56.7 million, or 36.0%, driven primarily by continuing increases in demand for
digital advertising and the continued growth of podcasting. Audio & Media
Services revenue increased $5.7 million primarily due to the continued recovery
from the impact of COVID-19.

Direct Operating Expenses



Consolidated direct operating expenses increased $37.7 million during the three
months ended March 31, 2022 compared to the same period of 2021. The increase in
direct operating expenses was primarily driven by higher variable content costs
resulting from our significant increase in revenue, including profit sharing
expenses, third-party digital costs, and production costs related to the return
of local and national live events.

Selling, General and Administrative ("SG&A") Expenses



Consolidated SG&A expenses increased $42.0 million during the three months ended
March 31, 2022 compared to the same period of 2021. The increase in Consolidated
SG&A expenses was driven primarily by higher national trade and barter expenses,
including the impact of the timing of the iHeartRadio Music Awards, increased
sales commission expenses as a result of higher revenue, and increased employee
compensation costs related to increased workforce due to the investments in key
infrastructure to support our growing digital operations.

Depreciation and Amortization



Depreciation and amortization increased $6.7 million during the three months
ended March 31, 2022 compared to the same period of 2021, primarily as a result
of acquired businesses and increased capital expenditures including IT and real
estate optimization-related expenditures.

Impairment Charges



As part of our operating expense-savings initiatives, we have taken strategic
actions to streamline our real estate footprint and related expenses, resulting
in impairment charges due to the write-down of right-of-use assets and related
fixed assets, including leasehold improvements. During the three months ended
March 31, 2022 and 2021, we recognized non-cash impairment charges of $1.3
million and $37.7 million related to certain of our right-of-use assets and
leasehold improvements as a result of these cost-savings initiatives.

Other Operating Expense, Net

Other operating expense, net of $0.9 million and $2.8 million for the three months ended March 31, 2022 and 2021, respectively, relate primarily to net losses recognized on asset disposals in connection with our real estate optimization initiatives.

Interest Expense



Interest expense decreased $5.9 million during the three months ended March 31,
2022 compared to the same period of 2021, primarily as a result of the interest
rate reduction of our incremental term loan facility as amended in July 2021 and
the $250.0 million voluntary repayment made in July 2021 on our term loan credit
facilities in connection with the repricing transaction.

Gain (Loss) on Investments, Net



During the three months ended March 31, 2022, we recognized a loss on
investments, net of $1.8 million in connection with declines in the value of our
investments. During the three months ended March 31, 2021, we recognized a gain
of $0.2 million.

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Other Expense, Net

Other expense, net was $0.3 million and $0.8 million for the three months ended March 31, 2022 and 2021, respectively.

Income Tax Benefit (Expense)



The effective tax rate for the Company for the three months ended March 31, 2022
was 29.3%. The effective tax rate was primarily impacted by the forecasted
increase in valuation allowance against certain deferred tax assets, related
primarily to disallowed interest expense carryforwards and net operating loss
carryforwards, due to uncertainty regarding the Company's ability to utilize
those assets in future periods.

Net Loss Attributable to the Company



Net loss attributable to the Company decreased $193.1 million to Net loss
attributable to the Company of $48.6 million during the three months ended
March 31, 2022 compared to a Net loss attributable to the Company of $241.7
million during the three months ended March 31, 2021, primarily as a result of
the increase in revenue from the continuing recovery from the macroeconomic
effects of the COVID-19 pandemic and the continuing growth of our operating
businesses.

Multiplatform Group Results

                                        Three Months Ended
(In thousands)                              March 31,                 %
                                       2022            2021         Change
Revenue                            $ 571,160       $ 497,897        14.7  %

Operating expenses(1)                437,253         393,106        11.2  %
Segment Adjusted EBITDA            $ 133,907       $ 104,791        27.8  %

Segment Adjusted EBITDA margin 23.4 % 21.0 %

(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.




Revenue from our Multiplatform Group increased $73.3 million compared to the
prior year, primarily as a result of the continued recovery from the impact of
the COVID-19 pandemic. Broadcast revenue grew $57.9 million, or 16.2%,
year-over-year, driven by higher spot revenue as well as higher trade and barter
revenue including the impact of the timing of the iHeartRadio Music Awards Show,
while Networks grew $2.5 million, or 2.1%, year-over-year. Revenue from
Sponsorship and Events increased by $11.2 million, or 50.1%, year-over-year,
primarily as a result of the return of live events.

Operating expenses increased $44.1 million, driven primarily by higher trade and
barter expense and event costs in connection with the return of live events
including the impact of the timing of the iHeartRadio Music Awards Show, as well
as higher sales commissions in connection with the increase in revenue. The
increase was also impacted by the employee retention credit recognized in the
first quarter of 2021 related to the CARES Act.

Digital Audio Group Results

                                        Three Months Ended
(In thousands)                              March 31,                 %
                                       2022            2021         Change
Revenue                            $ 214,219       $ 157,553        36.0  %

Operating expenses(1)                161,711         117,542        37.6  %
Segment Adjusted EBITDA            $  52,508       $  40,011        31.2  %

Segment Adjusted EBITDA margin 24.5 % 25.4 %

(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.


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Revenue from our Digital Audio Group increased $56.7 million compared to the
prior year, including growth from Digital, excluding Podcast revenue, which grew
$26.5 million, or 22.2%, year-over-year, driven by increased demand for digital
advertising as well as Podcast revenue which increased by $30.2 million, or
78.7%, year-over-year, driven by higher revenues from the development of new
podcasts as well as growth from existing podcasts. Digital Audio Group revenue
increased as a result of general increased demand for digital advertising and
the growing popularity of podcasting.

Operating expenses increased $44.2 million in connection with our Digital Audio
Group's significant revenue growth, including the impact of higher variable
sales commissions, content and profit share expenses due to higher revenue and
the development of new podcasts. In addition, operating expenses increased due
to our investments in increased headcount and key infrastructure to support our
growing digital operations.

Audio & Media Services Group Results



                                       Three Months Ended
(In thousands)                             March 31,                %
                                      2022           2021         Change
Revenue                            $ 60,857       $ 55,137        10.4  %

Operating expenses(1)                44,470         39,788        11.8  %
Segment Adjusted EBITDA            $ 16,387       $ 15,349         6.8  %

Segment Adjusted EBITDA margin 26.9 % 27.8 %

(1) Operating expenses consist of Direct operating expenses and Selling, general and administrative expenses, excluding Restructuring expenses.




Revenue from our Audio & Media Services Group increased $5.7 million compared to
the comparative period in the prior year due to the continued recovery from the
impact of the COVID-19 pandemic.

Operating expenses increased $4.7 million primarily as a result of higher variable employee compensation and bad debt expense.

Reconciliation of Operating Income (Loss) to Adjusted EBITDA



(In thousands)                         Three Months Ended
                                           March 31,
                                      2022           2021
Operating income (loss)            $  12,335      $ (76,356)
Depreciation and amortization        114,051        107,363
Impairment charges                     1,334         37,744
Other operating expense, net             870          2,771
Share-based compensation expense       5,535          5,685
Restructuring expenses                11,093         25,040
Adjusted EBITDA(1)                 $ 145,218      $ 102,247



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Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA



(In thousands)                                       Three Months Ended
                                                          March 31,
                                                    2022            2021
Net loss                                         $ (48,739)     $ (242,056)
Income tax (benefit) expense                       (20,209)         79,935
Interest expense, net                               79,219          85,121
Depreciation and amortization                      114,051         107,363
EBITDA                                           $ 124,322      $   30,363
Loss (gain) on investments, net                      1,765            (191)
Other expense, net                                     270             807
Equity in loss of nonconsolidated affiliates            29              28
Impairment charges                                   1,334          37,744
Other operating expense, net                           870           2,771
Share-based compensation expense                     5,535           5,685
Restructuring expenses                              11,093          25,040
Adjusted EBITDA(1)                               $ 145,218      $  102,247


(1)We define Adjusted EBITDA as consolidated Operating income (loss) adjusted to
exclude restructuring expenses included within Direct operating expenses and
SG&A expenses, and share-based compensation expenses included within SG&A
expenses, as well as the following line items presented in our Statements of
Operations: Depreciation and amortization, Impairment charges and Other
operating expense, net. Alternatively, Adjusted EBITDA is calculated as loss,
adjusted to exclude Income tax (benefit) expense, Interest expense, net,
Depreciation and amortization, Loss (gain) on investments, net, Other expense,
net, Equity in loss of nonconsolidated affiliates, net, Impairment charges,
Other operating expense, net, Share-based compensation expense, and
restructuring expenses. Restructuring expenses primarily include expenses
incurred in connection with cost-saving initiatives, as well as certain
expenses, which, in the view of management, are outside the ordinary course of
business or otherwise not representative of the Company's operations during a
normal business cycle. We use Adjusted EBITDA, among other measures, to evaluate
the Company's operating performance. This measure is among the primary measures
used by management for the planning and forecasting of future periods, as well
as for measuring performance for compensation of executives and other members of
management. We believe this measure is an important indicator of our operational
strength and performance of our business because it provides a link between
operational performance and operating income. It is also a primary measure used
by management in evaluating companies as potential acquisition targets. We
believe the presentation of this measure is relevant and useful for investors
because it allows investors to view performance in a manner similar to the
method used by management. We believe it helps improve investors' ability to
understand our operating performance and makes it easier to compare our results
with other companies that have different capital structures or tax rates. In
addition, we believe this measure is also among the primary measures used
externally by our investors, analysts and peers in our industry for purposes of
valuation and comparing our operating performance to other companies in our
industry. Since Adjusted EBITDA is not a measure calculated in accordance with
GAAP, it should not be considered in isolation of, or as a substitute for,
operating income (loss) or net income (loss) as an indicator of operating
performance and may not be comparable to similarly titled measures employed by
other companies. Adjusted EBITDA is not necessarily a measure of our ability to
fund our cash needs. Because it excludes certain financial information compared
with operating income (loss) and compared with consolidated net income (loss),
the most directly comparable GAAP financial measures, users of this financial
information should consider the types of events and transactions which are
excluded.

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Reconciliation of Cash Provided by (Used for) Operating Activities to Free Cash
Flow

(In thousands)                                         Three Months Ended
                                                           March 31,
                                                           2022                              2021

Cash provided by (used for) operating activities $ (52,212)

$ 71,728
Purchases of property, plant and equipment                    (22,557)                     (18,950)
Free cash flow(1)                                  $          (74,769)                    $ 52,778


(1)We define Free cash flow ("Free Cash Flow") as Cash provided by (used for)
operating activities less capital expenditures, which is disclosed as Purchases
of property, plant and equipment in the Company's Consolidated Statements of
Cash Flows. We use Free Cash Flow, among other measures, to evaluate the
Company's liquidity and its ability to generate cash flow. We believe that Free
Cash Flow is meaningful to investors because we review cash flows generated from
operations after taking into consideration capital expenditures due to the fact
that these expenditures are considered to be a necessary component of ongoing
operations. In addition, we believe that Free Cash Flow helps improve investors'
ability to compare our liquidity with other companies. Since Free Cash Flow is
not a measure calculated in accordance with GAAP, it should not be considered in
isolation of, or as a substitute for, Cash provided by (used for) operating
activities and may not be comparable to similarly titled measures employed by
other companies. Free Cash Flow is not necessarily a measure of our ability to
fund our cash needs.

Share-Based Compensation Expense



On April 21, 2021, our 2021 Long-Term Incentive Award Plan (the "2021 Plan") was
approved by stockholders and replaced the prior plan. Pursuant to our 2021 Plan,
we will grant restricted stock units and options to purchase shares of the
Company's Class A common stock to certain key individuals.

Share-based compensation expenses are recorded in SG&A expenses and were $5.5
million and $5.7 million for the three months ended March 31, 2022 and 2021,
respectively.

On March 28, 2022, we issued performance-based restricted stock units
("Performance RSUs") to certain key employees. Such Performance RSUs vest upon
the achievement of certain total stockholder return goals and continued service,
which are being measured over an approximately 50-month period from the date of
issuance.

As of March 31, 2022, there was $34.0 million of unrecognized compensation cost
related to unvested share-based compensation arrangements with vesting based on
service conditions. This cost is expected to be recognized over a weighted
average period of approximately 1.9 years. In addition, as of March 31, 2022,
there was $12.5 million of unrecognized compensation costs related to unvested
share-based compensation arrangements that will vest based on performance and
service conditions. This cost will be recognized over a 50-month period from the
date of issuance.



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LIQUIDITY AND CAPITAL RESOURCES

Cash Flows



The following discussion highlights cash flow activities during the periods
presented:

                                     Three Months Ended
(In thousands)                            March 31,
                                    2022            2021
Cash provided by (used for):
Operating activities             $ (52,212)     $   71,728
Investing activities             $ (19,690)     $ (249,324)
Financing activities             $    (461)     $  (13,811)
Free Cash Flow(1)                $ (74,769)     $   52,778


(1) For a definition of Free cash flow from operations and a reconciliation to
Cash provided by (used for) operating activities, the most closely comparable
GAAP measure, please see "Reconciliation of Cash provided by (used for)
operating activities to Free cash flow from operations" in this MD&A.

Operating Activities



Cash provided by operating activities decreased from $71.7 million in the three
months ended March 31, 2021 to cash used for operating activities of $52.2
million in the three months ended March 31, 2022 primarily due to an increase in
the payment of bonuses and commissions in the first quarter of 2022. The Company
did not pay bonuses to the vast majority of employees in the first quarter of
2021.

Investing Activities

Cash used for investing activities of $19.7 million during the three months
ended March 31, 2022 primarily reflects $22.6 million in cash used for capital
expenditures. We spent $12.3 million for capital expenditures in our
Multiplatform Group segment primarily related to our real estate optimization
initiatives, $5.2 million in our Digital Audio Group segment primarily related
to IT infrastructure, $1.7 million in our Audio & Media Services Group segment,
primarily related to software, and $3.4 million in Corporate primarily related
to equipment and software purchases.

Cash used for investing activities of $249.3 million during the three months
ended March 31, 2021 primarily reflects the net cash payment made to acquire
Triton Digital for $228.4 million. In addition, $19.0 million in cash was used
for capital expenditures. We spent $10.1 million for capital expenditures in our
Multiplatform Group segment and $5.4 million for capital expenditures in our
Digital Audio Group segment primarily related to IT infrastructure, $1.1 million
in our Audio & Media Services Group segment, primarily related to software, and
$2.4 million in Corporate primarily related to equipment and software purchases.

Financing Activities



Cash used for financing activities totaled $0.5 million during the three months
ended March 31, 2022. Due to the $250.0 million voluntary repayment of our term
loan credit facilities in the third quarter of 2021, our Term Loan Facility no
longer requires quarterly principal payments.

Cash used for financing activities of $13.8 million during the three months ended March 31, 2021 primarily resulted from required quarterly principal payments made on the Term Loan Facility and repayment of a subsidiary note payable.


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Sources of Liquidity and Anticipated Cash Requirements



Our primary sources of liquidity are cash on hand, which consisted of cash and
cash equivalents of $279.7 million as of March 31, 2022, cash flow from
operations and borrowing capacity under our $450.0 million ABL Facility. As of
March 31, 2022, iHeartCommunications had no amounts outstanding under the ABL
Facility, a borrowing base of $443.6 million and $26.9 million in outstanding
letters of credit, resulting in $416.7 million of borrowing base availability.
Together with our cash balance of $279.7 million as of March 31, 2022 and our
borrowing capacity under the ABL Facility, our total available liquidity1 was
approximately $696 million.

We continue to evaluate the ongoing impact of COVID-19 on our business. The
challenges that COVID-19 has created for advertisers and consumers had an
adverse impact on our revenue for the three months ended March 31, 2021. For the
three months ended March 31, 2022, our revenues increased significantly compared
to the three months ended March 31, 2021 due to recovery from the macroeconomic
effects of COVID-19, among other factors discussed in the Results of Operations
section of the MD&A. We believe that we have sufficient liquidity to continue to
fund our operations for at least the next twelve months.

We are a party to many contractual obligations involving commitments to make
payments to third parties. These obligations impact our short-term and long-term
liquidity and capital resource needs. Certain contractual obligations are
reflected on the Consolidated Balance Sheet as of March 31, 2022, while others
are considered future commitments. Our contractual obligations primarily consist
of long-term debt and related interest payments, commitments under
non-cancelable operating lease agreements, and employment and talent contracts.
In addition to our contractual obligations, we expect that our primary
anticipated uses of liquidity in 2022 will be to fund our working capital, make
interest and tax payments, fund capital expenditures, pursue certain strategic
opportunities and maintain operations.

Assuming the current level of borrowings and interest rates in effect at March 31, 2022, we anticipate that we will have approximately $241 million of cash interest payments in the remainder of 2022.



We believe that our cash balance, our cash flow from operations and availability
under our ABL Facility provide us with sufficient liquidity to fund our core
operations, maintain key personnel and meet our other material obligations for
at least the next twelve months. In addition, none of our long-term debt
includes maintenance covenants that could trigger early repayment. We appreciate
the challenges posed by the COVID-19 pandemic, however, we remain confident in
our business, our employees and our strategy. Further, we believe our available
liquidity will allow us to fund capital expenditures and other obligations and
make interest payments on our long-term debt. If these sources of liquidity need
to be augmented, additional cash requirements would likely be financed through
the issuance of debt or equity securities; however, there can be no assurances
that we will be able to obtain additional debt or equity financing on acceptable
terms or at all in the future.

We frequently evaluate strategic opportunities, and we expect from time to time
to pursue acquisitions or dispose of certain businesses, which may or may not be
material.

1 Total available liquidity is defined as cash and cash equivalents plus available borrowings under the ABL Facility. We use total available liquidity to evaluate our capacity to access cash to meet obligations and fund operations.


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Summary Debt Capital Structure

As of March 31, 2022 and December 31, 2021, we had the following debt outstanding, net of cash and cash equivalents:



(In thousands)                                            March 31, 2022           December 31, 2021
Term Loan Facility due 2026                             $     1,864,032          $        1,864,032
Incremental Term Loan Facility due 2026                         401,220                     401,220
Asset-based Revolving Credit Facility due 2023                        -                           -
6.375% Senior Secured Notes due 2026                            800,000                     800,000
5.25% Senior Secured Notes due 2027                             750,000                     750,000
4.75% Senior Secured Notes due 2028                             500,000                     500,000
Other Secured Subsidiary Debt                                     5,184                       5,350
Total Secured Debt                                      $     4,320,436

$ 4,320,602



8.375% Senior Unsecured Notes due 2027                        1,450,000                   1,450,000
Other Subsidiary Debt                                                90                          90
Original issue discount                                         (12,745)                    (13,454)
Long-term debt fees                                             (17,641)                    (18,370)
Total Debt                                              $     5,740,140          $        5,738,868
Less: Cash and cash equivalents                                 279,683                     352,129
                                                        $     5,460,457          $        5,386,739

For additional information regarding our debt refer to Note 5, Long-Term Debt.

Supplemental Financial Information under Debt Agreements



Pursuant to iHeartCommunications' material debt agreements, Capital I, the
parent guarantor and a subsidiary of iHeartMedia, is permitted to satisfy its
reporting obligations under such agreements by furnishing iHeartMedia's
consolidated financial information and an explanation of the material
differences between iHeartMedia's consolidated financial information, on the one
hand, and the financial information of Capital I and its consolidated restricted
subsidiaries, on the other hand. Because neither iHeartMedia nor iHeartMedia
Capital II, LLC, a wholly-owned direct subsidiary of iHeartMedia and the parent
of Capital I, have any operations or material assets or liabilities, there are
no material differences between iHeartMedia's consolidated financial information
for the three months ended March 31, 2022, and Capital I's and its consolidated
restricted subsidiaries' financial information for the same period. Further, as
of March 31, 2022, we were in compliance with all covenants related to our debt
agreements in all material respects.

Commitments, Contingencies and Guarantees



We are currently involved in certain legal proceedings arising in the ordinary
course of business and, as required, have accrued our estimate of the probable
costs for resolution of those claims for which the occurrence of loss is
probable and the amount can be reasonably estimated. These estimates have been
developed in consultation with counsel and are based upon an analysis of
potential results, assuming a combination of litigation and settlement
strategies. It is possible, however, that future results of operations for any
particular period could be materially affected by changes in our assumptions or
the effectiveness of our strategies related to these proceedings.  Please refer
to "Legal Proceedings" in Part II, Item 1 of this Quarterly Report on Form 10-Q.

We have future cash obligations under various types of contracts. We lease
office space, certain broadcast facilities and equipment. Some of our lease
agreements contain renewal options and annual rental escalation clauses
(generally tied to the consumer price index), as well as provisions for our
payment of utilities and maintenance. We also have non-cancellable contracts in
our radio broadcasting operations related to program rights and music license
fees. In the normal course of business, our broadcasting operations have minimum
future payments associated with employee and talent contracts. These contracts
typically contain cancellation provisions that allow us to cancel the contract
with good cause.
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SEASONALITY



Typically, our businesses experience their lowest financial performance in the
first quarter of the calendar year. We expect this trend to continue in the
future. Due to this seasonality and certain other factors, the results for the
interim periods may not be indicative of results for the full year. In addition,
we are impacted by political cycles and generally experience higher revenues in
congressional election years, and particularly in presidential election years.
This may affect the comparability of results between years.

MARKET RISK

We are exposed to market risks arising from changes in market rates and prices, including movements in interest rates and inflation.

Interest Rate Risk



A significant amount of our long-term debt bears interest at variable rates.
Accordingly, our earnings will be affected by changes in interest rates. As of
March 31, 2022, approximately 39% of our aggregate principal amount of long-term
debt bore interest at floating rates. Assuming the current level of borrowings
and assuming a 50% change in LIBOR, it is estimated that our interest expense
for the three months ended March 31, 2022 would have changed by $0.3 million.

In the event of an adverse change in interest rates, management may take actions
to mitigate our exposure. However, due to the uncertainty of the actions that
would be taken and their possible effects, the preceding interest rate
sensitivity analysis assumes no such actions. Further, the analysis does not
consider the effects of the change in the level of overall economic activity
that could exist in such an environment.

Inflation



Inflation is a factor in our business and we continue to seek ways to mitigate
its effect. Inflation has affected our performance in terms of higher costs for
employee compensation, equipment and third party services. We believe the
effects of inflation, if any, on our historical results of operations and
financial condition have been immaterial. Although we are unable to determine
the exact impact of inflation, we believe the impact will continue to be
immaterial considering the actions we may take in response to these higher costs
that may arise as a result of inflation.

Critical Accounting Estimates



The preparation of our financial statements in conformity with U.S. GAAP
requires management to make estimates, judgments and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amount
of expenses during the reporting period. On an ongoing basis, we evaluate our
estimates that are based on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances. The
result of these evaluations forms the basis for making judgments about the
carrying values of assets and liabilities and the reported amount of expenses
that are not readily apparent from other sources. Because future events and
their effects cannot be determined with certainty, actual results could differ
from our assumptions and estimates, and such difference could be material. There
have been no significant changes to our critical accounting policies and
estimates disclosed in "Critical Accounting Estimates" of Item 7, Management's
Discussion and Analysis of our Annual Report on Form 10-K for the year ended
December 31, 2021.


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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS



The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made by us or on our behalf.  This report contains
various forward-looking statements which represent our expectations or beliefs
concerning future events, including, without limitation, our future operating
and financial performance, the anticipated impacts of and recovery from the
COVID-19 pandemic on our business, financial position and results of operations,
our expected costs, savings and timing of our modernization initiatives and
other capital and operating expense reduction initiatives, expected interest
rate savings from our amendment to and $250 million voluntary prepayment on our
Term Loan credit facilities, our business plans, strategies and initiatives,
benefits of acquisitions, our expectations about certain markets, expected cash
interest payments and our anticipated financial performance and liquidity.
Statements expressing expectations and projections with respect to future
matters are forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.  We caution that these forward-looking
statements involve a number of risks and uncertainties and are subject to many
variables which could impact our future performance.  These statements are made
on the basis of management's views and assumptions, as of the time the
statements are made, regarding future events and performance.  There can be no
assurance, however, that management's expectations will necessarily come to
pass.  Actual future events and performance may differ materially from the
expectations reflected in our forward-looking statements.  We do not intend, nor
do we undertake any duty, to update any forward-looking statements.

A wide range of factors could materially affect future developments and performance, including but not limited to:



•risks associated with weak or uncertain global economic conditions and their
impact on the level of expenditures for advertising;
•the impact of the COVID-19 pandemic on our business, financial position and
results of operations;
•intense competition including increased competition from alternative media
platforms and technologies;
•dependence upon the performance of on-air talent, program hosts and management
as well as maintaining or enhancing our master brand;
•fluctuations in operating costs;
•technological changes and innovations;
•shifts in population and other demographics;
•the impact of our substantial indebtedness;
•the impact of acquisitions, dispositions and other strategic transactions;
•legislative or regulatory requirements;
•the impact of legislation or ongoing litigation on music licensing and
royalties;
•regulations and consumer concerns regarding privacy and data protection, and
breaches of information security measures;
•risks related to our Class A common stock, including our significant number of
outstanding warrants;
•regulations impacting our business and the ownership of our securities; and
•certain other factors set forth in Part I, Item 1A, "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2021, as updated by
"Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q, and
other filings with the Securities and Exchange Commission ("SEC").

This list of factors that may affect future performance and the accuracy of forward-looking statements is illustrative and is not intended to be exhaustive. Accordingly, all forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

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