UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
| ☑ | Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the fiscal year ended December 31, 2017
or
| ☐ | Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number
001-32663
| A. | Full title of the plan and the address of the plan, if different from that of the issuer named below: |
iHEART MEDIA, INC. 401(k) SAVINGS PLAN
| B. | Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: |
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
20880 Stone Oak Parkway
San Antonio, Texas 78258
Telephone (210) 832-3700
iHeart Media, Inc. 401(k) Savings Plan
Table of Contents
December 31, 2017 and 2016
| 1 | ||||
| Financial Statements |
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| 3 | ||||
| 4 | ||||
| 5 | ||||
| Schedule H, Line 4i - Schedule of Assets (Held at End of Year) |
15 | |||
| Signatures and Exhibit Index |
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| 18 | ||||
iHeart Media, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2017 and 2016
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of iHeart Media, Inc. 401(k) Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of the iHeart Media, Inc. 401(k) Savings Plan (the Plan) as of December 31, 2017 and 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2017 and 2016, and the changes in its net assets available for benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
iHeart Media, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2017 and 2016
Supplemental Schedule
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2017, has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 2015.
San Antonio, Texas
June 22, 2018
2
iHeart Media, Inc. 401(k) Savings Plan
Statements of Net Assets Available for Benefits
December 31, 2017 and 2016
| Assets | 2017 | 2016 | ||||||
|
|
|
|||||||
| Investments at Fair Value: |
||||||||
| Plan interest in iHeart Media, Inc. Master Trust |
$ | 1,101,000,287 | $ | 939,627,572 | ||||
|
|
|
|
|
|||||
| Total investments, at fair value |
1,101,000,287 | 939,627,572 | ||||||
| Receivables: |
||||||||
| Employer contributions |
492,661 | 628,311 | ||||||
| Participants’ contributions |
1,597,838 | 2,001,441 | ||||||
| Notes receivable from participants |
14,475,713 | 14,891,733 | ||||||
|
|
|
|
|
|||||
| Total receivables |
16,566,212 | 17,521,485 | ||||||
|
|
|
|
|
|||||
| Total assets |
1,117,566,499 | 957,149,057 | ||||||
|
|
|
|
|
|||||
| Net assets available for benefits |
$ | 1,117,566,499 | $ | 957,149,057 | ||||
|
|
|
|
|
|||||
See Notes to Financial Statements
3
iHeart Media, Inc. 401(k) Savings Plan
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2017
| Investment Income: |
||||
| Plan interest in iHeart Media, Inc. Master Trust |
$ | 180,928,592 | ||
|
|
|
|||
| Interest income on notes receivable from participants |
717,662 | |||
|
|
|
|||
| 181,646,254 | ||||
| Contributions: |
||||
| Employer |
15,926,064 | |||
| Participants |
49,363,261 | |||
| Rollovers |
5,540,577 | |||
|
|
|
|||
| Total contributions |
70,829,902 | |||
|
|
|
|||
| Total additions |
252,476,156 | |||
|
|
|
|||
| Deductions |
||||
| Benefits paid to participants |
91,973,963 | |||
| Administrative expenses |
84,751 | |||
|
|
|
|||
| Total deductions |
92,058,714 | |||
|
|
|
|||
| Net increase |
160,417,442 | |||
| Net assets available for benefits, beginning of year |
957,149,057 | |||
|
|
|
|||
| Net assets available for benefits, end of year |
$ | 1,117,566,499 | ||
|
|
|
|||
See Notes to Financial Statements
4
iHeart Media, Inc. 401(k) Savings Plan
December 31, 2017 and 2016
Note 1: Description of Plan
The following description of the iHeart Media, Inc. 401(k) Savings Plan (Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan generally covering all eligible employees of iHeartMedia, Inc. (the “Company” or the “Plan Sponsor”). Employees become eligible to participate in the Plan after completing 90 days of service and attainment of age 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA).
Contributions
Participants may elect to defer a portion of their compensation by an amount that does not exceed the maximum allowed under Internal Revenue Service (IRS) rules and regulations. Each year, participants may elect to contribute up to 25% of their eligible pay on a pre-tax basis, up to the annual IRS maximum 401(k) deferral limit of $18,000 in 2017. The Plan Sponsor limits the 401(k) deferral percentage elections of all highly compensated employees in the Plan to a maximum of 5% of pay. The IRS limits the amount of compensation that can be taken into account for Plan purposes. For 2017, the qualified plan compensation limit was $270,000. Employees participating in the Plan who attained age 50 by December 31 are eligible to contribute an additional $6,000 in pre-tax “catch-up” contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers one unitized majority-owned subsidiary common stock fund (Clear Channel Outdoor Holdings, Inc.) and various registered investment funds.
Employer contributions to the Plan include matching contributions, currently in an amount equal to 50% of the first 5% of each participant’s voluntary contributions under the Plan. Additionally, elective contributions may be made annually at the discretion of the Plan Sponsor’s Board of Directors. The employer matching contribution was $15,926,064 for the year ended December 31, 2017. No employer elective contributions were made for the year ended December 31, 2017.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and allocations of the Plan Sponsor’s contribution and Plan earnings (losses) and charged with certain stock fund expenses and transaction fees. Allocations are based on participant account balances and participant-directed transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
5
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Forfeitures
Participant forfeitures of non-vested contributions and unclaimed benefits are used to reduce employer contributions to the Plan. For the year ended December 31, 2017, $675,000 in forfeitures were used to reduce employer contributions. Unallocated forfeitures as of December 31, 2017 and 2016, were approximately $247,536 and $125,321, respectively.
Vesting
Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Plan Sponsor’s contributions is based on years of continuous service. A participant is 100% vested in the Plan Sponsor’s contributions to the participant’s account after five years of credited service (or upon the death or disability of the participant or attainment of age 65).
Notes Receivable From Participants
Participants may borrow from $1,000 up to a maximum of the lesser of (i) $50,000 reduced by the excess, if any, of (A) the highest outstanding balance of loans to the participant from the Plan during the one-year period ending on the day before the day the loan is made, over (B) the outstanding balance of loans to the participant from the Plan on the date on which the loan is made, or (ii) 50% of their vested account balance. The loans are secured by the balance in the participant’s account and bear a fixed interest rate equal to 1% above the prime rate as reported in the Wall Street Journal for the last business day of the quarter preceding the calendar quarter in which the loan is processed unless such rate is not “reasonable” within the meaning of ERISA, in which case a reasonable rate of interest shall be used.
Rollovers
Rollovers represent transfers of eligible cash distributions from any other qualified plans through a direct transfer from such plan.
Payment of Benefits
On termination of employment, the Plan provides that benefits will be paid by a lump-sum distribution, a rollover or a combination of a lump-sum and rollover. Participants also may elect to receive all or part of their funds invested in the Clear Channel Outdoor Holdings, Inc. stock fund in the form of shares of Clear Channel Outdoor Holdings, Inc. Class A common stock, subject to Plan requirements. The Plan Sponsor encourages terminated participants to review the distribution options available under the Plan.
6
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
The Plan Sponsor may periodically distribute the funds of terminated participants who do not make a distribution election. If the vested account balance is $1,000 or less upon termination of employment, the funds will be distributed in the form of a lump-sum distribution unless the participant has elected to rollover the distribution. If the vested account balance is greater than $1,000 but less than $5,000 upon termination of employment, the distribution will be paid in the form of a direct rollover to an individual retirement plan designated by the iHeart Media, Inc. Retirement Benefits Committee unless the participant has elected to receive the distribution in a lump-sum payment or as a direct rollover. For benefits over $5,000 upon termination of employment, participants may elect to have benefits paid by lump-sum distribution, remain in the Plan until the earlier of age 65 or death of the participant or rolled over into another qualified plan. Absent such an election, participants whose benefits exceed $5,000 upon termination of employment will receive a lump-sum payment as soon as administratively feasible after reaching age 65. Hardship withdrawals are available to Plan participants upon approval.
Recent Accounting Standards
In February 2017, the Financial Accounting Standards Board issued Accounting Standards Update No. 2017-06 “Employee Benefit Plan Master Trust Reporting” (ASU 2017-06). ASU 2017-06 requires plans to report interests in a master trust and changes in the value of that interest as separate line items on the plan’s financial statements. The plans must also disclose the master trust’s investments by general type as well as other assets and liabilities and disclose the dollar amount of the plan’s interest in each category disclosed. The new standard is effective for fiscal years beginning after December 15, 2018 with retrospective application. Early adoption is permitted. Management is currently evaluating this updated guidance.
Note 2: Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared using the accrual method of accounting.
Investment Valuation and Income Recognition
The Plan’s interest in the iHeart Media, Inc. Master Trust (Master Trust) is stated at fair value (see Note 4).
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded as earned. Dividends are recorded on the ex-dividend date. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
Payments of Benefits
Benefits are recorded when paid.
7
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Plan administrator to make estimates that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Notes Receivable From Participants
Notes receivable from participants represent participant loans that are recorded as their unpaid principal balance plus any accrued but unpaid interest. Interest income on notes receivable from participants is recorded when it is earned. Related fees are recorded as administrative expenses and are recorded when they are incurred. No allowance for credit losses has been recorded as of December 31, 2017 or 2016.
8
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Note 3: Plan Interest in iHeart Media, Inc. Master Trust
The Master Trust was established for the investment of assets of the Plan and other Company sponsored retirement plans. These investments in the Master Trust consist of and are valued as follows:
| • | Clear Channel Outdoor Holdings, Inc. Class A common stock – quoted market price |
| • | Registered investment funds – net asset value of shares held |
The purpose of the Master Trust is the collective investment of the assets of participating employee benefit plans of the Company. Each participating plans’ interest in the Master Trust is based on account balances of the participants and their elected investment fund options. The Master Trust’s assets are allocated among participating plans by assigning to each plan those transactions (primarily contributions and benefit payments) which can be specifically identified and allocating among all plans investment income and administrative expenses to the individual plans on a daily basis based on each participant’s account balance within each investment fund option.
The proportionate interest of the Plan in the Master Trust at December 31, 2017 and 2016, was approximately 98.1% and 98.1%, respectively. The following table presents the fair values of the Master Trust at December 31, 2017 and 2016.
| 2017 | 2016 | |||||||
| Investments at Fair Value: |
||||||||
| Clear Channel Outdoor Holdings, Inc. Class A common stock |
$ | 2,434,104 | $ | 2,404,775 | ||||
| Cash holdings |
56,312 | 68,593 | ||||||
| Registered investment funds |
1,120,190,410 | 954,916,814 | ||||||
|
|
|
|
|
|||||
| $ | 1,122,680,826 | $ | 957,390,182 | |||||
|
|
|
|
|
|||||
9
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
The Plan’s balance and percentage interest in each of the investment fund options of the Master Trust are as follows:
| Investments at Fair Value | December 31,
|
Percentage of
|
December 31,
|
Percentage of
|
||||||||||||
|
Fidelity 500 Index Institutional |
$ | 190,699,104 | 98.19 | % | $ | 165,436,425 | 98.23 | % | ||||||||
|
Fidelity Extended Market Index |
102,224,427 | 99.02 | % | 93,717,306 | 98.98 | % | ||||||||||
|
Fidelity Diversified International – Class K |
74,727,063 | 97.78 | % | 57,458,725 | 97.95 | % | ||||||||||
|
Fidelity Growth Company Fund – Class K |
111,114,026 | 97.48 | % | 81,751,134 | 97.41 | % | ||||||||||
|
Fidelity Low Priced Stock – Class K |
– | – | 58,524,022 | 97.92 | % | |||||||||||
|
Fidelity Freedom K Income |
– | – | 7,864,959 | 97.09 | % | |||||||||||
|
Fidelity Freedom K 2010 |
– | – | 43,621,611 | 98.39 | % | |||||||||||
|
Fidelity Freedom K 2015 |
– | – | 1,026,826 | 99.76 | % | |||||||||||
|
Fidelity Freedom K 2020 |
– | – | 50,017,928 | 96.30 | % | |||||||||||
|
Fidelity Freedom K 2025 |
– | – | 2,885,083 | 99.05 | % | |||||||||||
|
Fidelity Freedom K 2030 |
– | – | 66,472,631 | 98.06 | % | |||||||||||
|
Fidelity Freedom K 2035 |
– | – | 2,575,596 | 97.34 | % | |||||||||||
|
Fidelity Freedom K 2040 |
– | – | 50,633,014 | 97.44 | % | |||||||||||
|
Fidelity Freedom K 2045 |
– | – | 1,391,643 | 95.37 | % | |||||||||||
|
Fidelity Freedom K 2050 |
– | – | 30,390,138 | 98.10 | % | |||||||||||
|
Fidelity Freedom K 2055 |
– | – | 508,614 | 98.75 | % | |||||||||||
|
Fidelity Freedom Income K |
8,459,093 | 97.05 | % | – | – | |||||||||||
|
Fidelity Freedom 2010 K |
43,644,574 | 98.16 | % | – | – | |||||||||||
|
Fidelity Freedom 2015 K |
1,451,112 | 99.31 | % | – | – | |||||||||||
|
Fidelity Freedom 2020 K |
58,029,733 | 96.23 | % | – | – | |||||||||||
|
Fidelity Freedom 2025 K |
8,976,873 | 98.94 | % | – | – | |||||||||||
|
Fidelity Freedom 2030 K |
80,510,546 | 98.25 | % | – | – | |||||||||||
|
Fidelity Freedom 2035 K |
5,228,482 | 99.07 | % | – | – | |||||||||||
|
Fidelity Freedom 2040 K |
63,643,299 | 97.43 | % | – | – | |||||||||||
|
Fidelity Freedom 2045 K |
3,188,174 | 94.62 | % | – | – | |||||||||||
|
Fidelity Freedom 2050 K |
41,597,122 | 98.10 | % | – | – | |||||||||||
|
Fidelity Freedom 2055 K |
2,802,681 | 99.25 | % | – | – | |||||||||||
|
Goldman Sachs Small Cap Value Institutional |
27,356,251 | 98.71 | % | 25,152,590 | 98.74 | % | ||||||||||
|
Prudential Total Return Bond |
69,476,699 | 98.14 | % | 64,403,701 | 98.28 | % | ||||||||||
|
Eaton Vance Atlanta Capital SMID-Cap Fund – Class R-6 |
67,494,754 | 97.66 | % | – | – | |||||||||||
|
T. Rowe Price Institutional Large Cap Value |
67,562,858 | 99.16 | % | 61,075,942 | 99.33 | % | ||||||||||
|
Vanguard Federal Money Market |
48,637,359 | 98.59 | % | 53,150,748 | 98.83 | % | ||||||||||
|
Voya Small Cap Opportunity |
21,685,641 | 98.26 | % | 19,095,568 | 97.85 | % | ||||||||||
|
Clear Channel Outdoor Stock Fund (unitized*) |
2,490,416 | 100 | % | 2,473,368 | 100 | % | ||||||||||
| $ | 1,101,000,287 | $ | 939,627,572 | |||||||||||||
| * | A non-registered fund comprised of the underlying Clear Channel Outdoor Holdings, Inc. Class A common stock and a short-term cash component. |
10
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
The following table presents the investment income of the Master Trust for the year ended December 31, 2017.
| Investment income |
||||
| Net appreciation in fair value of investments |
$ | 134,087,541 | ||
| Interest and dividends |
50,365,108 | |||
|
|
|
|||
| $ | 184,452,649 | |||
|
|
|
|||
Note 4: Fair Value of Assets and Liabilities
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:
| Level 1 | Quoted prices in active markets for identical assets or liabilities |
| Level 2 | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities |
| Level 3 | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities |
Investments
Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include: (i) Common stocks, which are valued at the closing price reported on the active market on which the individual securities are traded; and (ii) Registered investment funds, which are valued at the net asset value (NAV) of shares held by the Plan at year-end quoted on the active market in which they are traded. There are no Level 2 or 3 securities held by the Plan.
11
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Recurring measurements
The following tables present the fair value measurements of assets recognized in the Master Trust measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at December 31, 2017 and 2016:
| 2017 Fair Value Measurements Using |
||||||||||||||||
| Fair Value | Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant (Level 2) |
Significant (Level 3) |
|||||||||||||
| Master Trust |
||||||||||||||||
| Registered investment funds |
$ | 1,120,190,410 | $ | 1,120,190,410 | – | – | ||||||||||
| Common stock |
2,434,104 | 2,434,104 | – | – | ||||||||||||
| Cash holdings |
56,312 | 56,312 | – | – | ||||||||||||
|
|
|
|||||||||||||||
| Total assets at fair value |
$ | 1,122,680,826 | $ | 1,122,680,826 | $ | – | $ | – | ||||||||
|
|
|
|||||||||||||||
There have been no significant changes in the valuation techniques during the year December 31, 2017. The Plan had no liabilities measured at fair value on a recurring basis. In addition, the Plan had no assets or liabilities measured at fair value on a nonrecurring basis.
| 2016 Fair Value Measurements Using |
||||||||||||||||
| Fair Value | Quoted (Level 1) |
Significant (Level 2) |
Significant (Level 3) |
|||||||||||||
| Master Trust |
||||||||||||||||
| Registered investment funds |
$ | 954,916,814 | $ | 954,916,814 | – | – | ||||||||||
| Common stock |
2,404,775 | 2,404,775 | – | – | ||||||||||||
| Cash holdings |
68,593 | 68,593 | – | – | ||||||||||||
|
|
|
|||||||||||||||
| Total assets at fair value |
$ | 957,390,182 | $ | 957,390,182 | $ | – | $ | – | ||||||||
|
|
|
|||||||||||||||
12
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
Note 5: Related Party Transactions
Certain Plan investments are managed by Fidelity Management Trust Company (Fidelity). Fidelity is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. The Plan also invests in a non-registered fund comprised of the underlying Class A common stock of a majority-owned subsidiary (Clear Channel Outdoor Holdings, Inc.) and a short-term cash component.
The Plan Sponsor paid $1,643 in professional fees related to the Plan for the year ended December 31, 2017.
Note 6: Plan Termination
Although it has not expressed any intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in the employer’s contributions allocated to their account.
Note 7: Tax Status
The IRS has determined and informed the Plan sponsor by a letter dated March 21, 2016 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC) and therefore, the related trust is exempt from taxation. Subsequent to the issuance of the determination letter, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and therefore, believes the Plan, as amended and restated, is qualified and the related trust is tax-exempt.
U.S. GAAP requires Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS. The plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017, there are no uncertain positions taken or expected to be taken. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
Note 8: Risk and Uncertainties
The Master Trust invests in various types of investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the participants’ account balances and the amounts reported in the statements of net assets available for benefits.
13
iHeart Media, Inc. 401(k) Savings Plan
Notes to Financial Statements
December 31, 2017 and 2016
During the second quarter of 2014, the FASB issued ASU no. 2014-15, Presentation of Financial Statements – Going concern (subtopic 205-40): disclosure of uncertainties about an Entity’s ability to continue as a going concern. This update provides U.S. GAAP guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern. In the Plan Sponsor’s Form 10-Q filed on May 22, 2018 (the “Form 10-Q”), the Plan Sponsor disclosed that on March 14, 2018, the Plan Sponsor and certain of the Plan Sponsor’s direct and indirect domestic subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. Clear Channel Outdoor Holdings, Inc. and its direct and indirect subsidiaries did not file voluntary petitions for reorganization under the Bankruptcy Code and are not Debtors in the Chapter 11 Cases. The Plan Sponsor disclosed in the Form 10-Q that as result of its financial condition, the defaults under its debt agreements, and the risks and uncertainties surrounding the Chapter 11 Cases, substantial doubt exists that it will be able to continue as a going concern. The Plan’s management believe that the conditions which cause this substantial doubt regarding the Plan Sponsor’s ability to continue as a going concern do not impact the Plan’s ability to continue as a going concern.
14
iHeart Media, Inc. 401(k) Savings Plan
Schedule H, Line 4i: Schedule of Assets (Held at End of Year)
EIN: 74-1787539 PN 001
December 31, 2017
| Identity of issue, borrower,
lessor or similar party |
Description of investment including
maturity, rate of interest,
collateral, par or maturity value |
Current
Value |
||||||
| * |
Notes Receivable from Participants | Various due dates with interest rates between 4.25% - 9.25% |
$ | 14,475,713 | ||||
|
|
|
|||||||
| $ | 14,475,713 | |||||||
|
|
|
|||||||
| * |
Denotes party-in-interest | |||||||
15
EXHIBIT INDEX
| Exhibit |
Description | |
| 23.1* | Consent of Ernst & Young LLP |
* Filed herewith.
16
SIGNATURE
The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
| IHEART MEDIA, INC. 401(K) SAVINGS PLAN | ||||||
| Date: June 22, 2018 | By: | /s/ Michael Perkins | ||||
| Michael Perkins | ||||||
| Chairman, Retirement Benefits Committee | ||||||
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