____________________________________



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



¨☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

____________________________________



Delaware	��	20-3247759
(State of Incorporation)		(I.R.S. Employer Identification No.)

~~____________________________________~~ ______________________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $.01 Par Value Per Share

LYV

New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

~~Large accelerated filer~~Non-accelerated Filer

~~Accelerated filer~~Smaller Reporting Company

¨☐

Emerging Growth Company

☐

~~Non-accelerated filer~~

¨ ~~(Do not check if a smaller reporting company)~~

~~Smaller reporting company~~

~~Emerging growth company~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨☐ Yes x No

On ~~October 26, 2017,~~July 27, 2021, there were ~~206,799,926~~218,990,083 outstanding shares of the registrant’s common stock, $0.01 par value per share, including ~~1,102,852~~2,996,862 shares of unvested restricted and deferred stock awards and excluding 408,024 shares held in treasury.

~~LIVE NATION ENTERTAINMENT, INC.~~

~~GLOSSARY OF KEY TERMS~~


GLOSSARY OF KEY TERMS
AOCI		Accumulated other comprehensive income (loss)
AOI		Adjusted operating income (loss)


~~AOCI~~		~~Accumulated other comprehensive income (loss)~~
~~AOI~~		~~Adjusted operating income (loss)~~
~~Company~~FASB		Financial Accounting Standards Board
GAAP		United States Generally Accepted Accounting Principles

Live Nation		Live Nation Entertainment, Inc. and subsidiaries
~~FASB~~		~~Financial Accounting Standards Board~~
~~GAAP~~	~~United States Generally Accepted Accounting Principles~~
~~Live Nation~~LNE	Live Nation Entertainment, Inc. ~~and subsidiaries~~
~~SEC~~

SEC		United States Securities and Exchange Commission
Ticketmaster		~~The~~Our ticketing business ~~of the Company~~

Item 1. Financial Statements

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2021		December 31, 2020
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	4,042,619	$	2,537,787
Accounts receivable, less allowance of $52,767 and $72,904, respectively	646,705		486,734
Prepaid expenses	678,375		577,130
Restricted cash	5,018		8,652
Other current assets	50,534		39,465
Total current assets	5,423,251		3,649,768
Property, plant and equipment, net	1,046,478		1,101,414
Operating lease assets	1,385,184		1,424,223
Intangible assets
Definite-lived intangible assets, net	777,502		855,600
Indefinite-lived intangible assets	369,100		369,058
Goodwill	2,122,704		2,129,203
Long-term advances	657,907		668,756
Other long-term assets	463,530		391,281
Total assets	$	12,245,656	$	10,589,303
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	1,304,805	$	744,096
Accounts payable	90,360		86,356
Accrued expenses	916,161		894,149
Deferred revenue	2,648,540		1,839,323
Current portion of long-term debt, net	46,481		53,415
Current portion of operating lease liabilities	113,576		107,147
Other current liabilities	45,377		72,083
Total current liabilities	5,165,300		3,796,569
Long-term debt, net	5,295,207		4,855,096
Long-term operating lease liabilities	1,429,303		1,445,674
Long-term deferred income taxes	173,971		170,759
Other long-term liabilities	510,711		182,508
Commitments and contingent liabilities	0		0
Redeemable noncontrolling interests	250,767		272,449
Stockholders' equity
Common stock	2,164		2,145
Additional paid-in capital	2,433,462		2,386,790
Accumulated deficit	(3,179,691)		(2,676,833)
Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive loss	(161,832)		(177,009)
Total Live Nation stockholders' equity	(912,762)		(471,772)
Noncontrolling interests	333,159		338,020
Total equity	(579,603)		(133,752)
Total liabilities and equity	$	12,245,656	$	10,589,303

See Notes to Consolidated Financial Statements

September 30,
2017 December 31,
2016
(in thousands)
ASSETS
Current assets
Cash and cash equivalents $ 1,801,013
$ 1,526,591
Accounts receivable, less allowance of $31,693 and $29,634, respectively 991,215
568,936
Prepaid expenses 714,176
528,250
Other current assets 57,225
49,774
Total current assets 3,563,629
2,673,551
Property, plant and equipment
Land, buildings and improvements 928,643
838,545
Computer equipment and capitalized software 582,445
524,571
Furniture and other equipment 297,654
256,765
Construction in progress 129,082
125,430
1,937,824
1,745,311
Less accumulated depreciation 1,093,010
993,775
844,814
751,536
Intangible assets
Definite-lived intangible assets, net 756,909
812,031
Indefinite-lived intangible assets 369,003
368,766
Goodwill 1,764,512
1,747,088
Other long-term assets 511,657
411,294
Total assets $ 7,810,524
$ 6,764,266
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts $ 860,424
$ 726,475
Accounts payable 93,043
55,030
Accrued expenses 1,227,613
781,494
Deferred revenue 909,037
804,973
Current portion of long-term debt, net 71,674
53,317
Other current liabilities 51,086
39,055
Total current liabilities 3,212,877
2,460,344
Long-term debt, net 2,240,461
2,259,736
Deferred income taxes 202,049
197,811
Other long-term liabilities 170,318
149,791
Commitments and contingent liabilities

Redeemable noncontrolling interests 370,277
347,068
Stockholders’ equity
Common stock 2,060
2,034
Additional paid-in capital 2,390,224
2,381,011
Accumulated deficit (888,579 ) (1,073,457 )
Cost of shares held in treasury (6,865 ) (6,865 )
Accumulated other comprehensive loss (117,866 ) (176,707 )
Total Live Nation stockholders’ equity 1,378,974
1,126,016
Noncontrolling interests 235,568
223,500
Total equity 1,614,542
1,349,516
Total liabilities and equity $ 7,810,524
$ 6,764,266

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020

	(in thousands except share and per share data)
Revenue	$	575,946	$	74,084	$	866,555	$	1,439,777
Operating expenses:
Direct operating expenses	243,120		194,557		377,086		1,068,377
Selling, general and administrative expenses	328,894		323,352		651,747		837,373
Depreciation and amortization	103,647		122,767		212,523		244,847
Loss (gain) on disposal of operating assets	(28)		559		110		689
Corporate expenses	27,598		20,916		55,546		49,228
Operating loss	(127,285)		(588,067)		(430,457)		(760,737)
Interest expense	68,909		52,689		139,739		96,688

Interest income	(1,471)		(2,429)		(2,620)		(6,902)
Equity in losses of nonconsolidated affiliates	2,998		6,613		2,417		4,041
Loss (gain) from sale of investments in nonconsolidated affiliates	993		35		(52,947)		35
Other expense (income), net	9,461		(5,208)		7,462		(580)
Loss before income taxes	(208,175)		(639,767)		(524,508)		(854,019)
Income tax expense (benefit)	2,285		(29,183)		8,674		(32,513)
Net loss	(210,460)		(610,584)		(533,182)		(821,506)
Net loss attributable to noncontrolling interests	(14,795)		(43,067)		(30,324)		(69,205)
Net loss attributable to common stockholders of Live Nation	$	(195,665)	$	(567,517)	$	(502,858)	$	(752,301)

Basic and diluted net loss per common share available to common stockholders of Live Nation	$	(0.90)	$	(2.67)	$	(2.34)	$	(3.62)


Weighted average common shares outstanding:
Basic and diluted	215,702,508		211,693,923		215,120,467		211,371,109



Reconciliation to net loss available to common stockholders of Live Nation:
Net loss attributable to common stockholders of Live Nation	$	(195,665)	$	(567,517)	$	(502,858)	$	(752,301)
Accretion of redeemable noncontrolling interests	951		1,595		35		(12,945)
Basic and diluted net loss available to common stockholders of Live Nation	$	(194,714)	$	(565,922)	$	(502,823)	$	(765,246)

See Notes to Consolidated Financial Statements

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in thousands except share and per share data)
Revenue $ 3,559,418
$ 3,170,416
$ 7,791,292
$ 6,557,390
Operating expenses:
Direct operating expenses 2,732,926
2,428,003
5,801,300
4,817,894
Selling, general and administrative expenses 475,864
414,412
1,293,557
1,126,452
Depreciation and amortization 109,352
104,862
305,817
295,241
Loss (gain) on disposal of operating assets 37
253
(507 ) (1 )
Corporate expenses 39,892
31,600
97,711
85,649
Operating income 201,347
191,286
293,414
232,155
Interest expense 26,627
25,249
80,564
75,965
Interest income (1,471 ) (625 ) (3,447 ) (1,831 )
Equity in losses (earnings) of nonconsolidated affiliates 816
17,471
(2,060 ) 17,184
Other expense (income), net 920
2,606
(5,388 ) 1,412
Income before income taxes 174,455
146,585
223,745
139,425
Income tax expense 25,685
13,824
42,190
26,157
Net income 148,770
132,761
181,555
113,268
Net income (loss) attributable to noncontrolling interests 12,377
21,682
(3,323 ) 8,966
Net income attributable to common stockholders of Live Nation $ 136,393
$ 111,079
$ 184,878
$ 104,302

Basic net income per common share available to common stockholders of Live Nation $ 0.56
$ 0.51
$ 0.65
$ 0.35
Diluted net income per common share available to common stockholders of Live Nation $ 0.53
$ 0.49
$ 0.62
$ 0.34

Weighted average common shares outstanding:
Basic 205,287,843
202,118,412
204,574,742
201,904,305
Diluted 223,132,186
217,690,217
213,886,452
208,855,401

Reconciliation to net income available to common stockholders of Live Nation:
Net income attributable to common stockholders of Live Nation $ 136,393
$ 111,079
$ 184,878
$ 104,302
Accretion of redeemable noncontrolling interests (21,397 ) (8,576 ) (52,811 ) (33,204 )
Net income available to common stockholders of Live Nation—basic $ 114,996
$ 102,503
$ 132,067
$ 71,098
Convertible debt interest, net of tax 3,336
3,274
—
—
Net income available to common stockholders of Live Nation—diluted $ 118,332
$ 105,777
$ 132,067
$ 71,098

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands)
Net loss	$	(210,460)	$	(610,584)	$	(533,182)	$	(821,506)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on cash flow hedge	(5,788)		(5,765)		9,308		(36,596)
Realized loss on cash flow hedge	1,946		1,353		3,862		1,353
Foreign currency translation adjustments	15,226		19,933		2,007		(62,849)
Comprehensive loss	(199,076)		(595,063)		(518,005)		(919,598)
Comprehensive loss attributable to noncontrolling interests	(14,795)		(43,067)		(30,324)		(69,205)
Comprehensive loss attributable to common stockholders of Live Nation	$	(184,281)	$	(551,996)	$	(487,681)	$	(850,393)

See Notes to Consolidated Financial Statements

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in thousands)
Net income $ 148,770
$ 132,761
$ 181,555
$ 113,268
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments 18,268
(7,869 ) 58,761
(32,616 )
Other —
—
80
—
Comprehensive income
167,038
124,892
240,396
80,652
Comprehensive income (loss) attributable to noncontrolling interests 12,377
21,682
(3,323 ) 8,966
Comprehensive income attributable to common stockholders of Live Nation $ 154,661
$ 103,210
$ 243,719
$ 71,686

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at March 31, 2021	216,027,546	$	2,160	$	2,431,387	$	(2,984,026)	$	(6,865)	$	(173,216)	$	336,446	$	(394,114)	$	264,384

Non-cash and stock-based compensation	—	—		12,830		—		—		—		—		12,830		—
Common stock issued under stock plans, net of shares withheld for employee taxes	95,264	2		(121)		—		—		—		—		(119)		—
Exercise of stock options, net of shares withheld for option cost and employee taxes	265,667	2		(15,860)		—		—		—		—		(15,858)		—

Acquisitions	—	—		—		—		—		—		0		0		598
Divestitures	—	—		—		—		—		—		0		0		—
Purchases of noncontrolling interests	—	—		4,275		—		—		—		(2,577)		1,698		(1,698)

Redeemable noncontrolling interests fair value adjustments	—	—		951		—		—		—		—		951		(951)
Contributions received	—	—		—		—		—		—		13,471		13,471		95
Cash distributions	—	—		—		—		—		—		(8,034)		(8,034)		(892)
Other	—	—		0		—		—		—		(2,121)		(2,121)		0
Comprehensive loss:
Net loss	—	—		—		(195,665)		—		—		(4,026)		(199,691)		(10,769)
Unrealized loss on cash flow hedge	—	—		—		—		—		(5,788)		—		(5,788)		—
Realized loss on cash flow hedge	—	—		—		—		—		1,946		—		1,946		—
Foreign currency translation adjustments	—	—		—		—		—		15,226		—		15,226		—
Balances at June 30, 2021	216,388,477	$	2,164	$	2,433,462	$	(3,179,691)	$	(6,865)	$	(161,832)	$	333,159	$	(579,603)	$	250,767

See Notes to Consolidated Financial Statements


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at December 31, 2020	214,466,988	$	2,145	$	2,386,790	$	(2,676,833)	$	(6,865)	$	(177,009)	$	338,020	$	(133,752)	$	272,449

Non-cash and stock-based compensation	—	—		52,847		—		—		—		—		52,847		—
Common stock issued under stock plans, net of shares withheld for employee taxes	661,549	7		(20,070)		—		—		—		—		(20,063)		—
Exercise of stock options, net of shares withheld for option cost and employee taxes	1,259,940	12		9,924		—		—		—		—		9,936		—

Acquisitions	—	—		—		—		—		—		0		0		598
Divestitures	—	—		—		—		—		—		0		0		—
Purchases of noncontrolling interests	—	—		3,775		—		—		—		(2,577)		1,198		(1,698)
Sales of noncontrolling interests	—	—		161		—		—		—		8,868		9,029		—
Redeemable noncontrolling interests fair value adjustments	—	—		35		—		—		—		—		35		(35)
Contributions received	—	—		—		—		—		—		15,193		15,193		95
Cash distributions	—	—		—		—		—		—		(12,511)		(12,511)		(2,031)
Other	—	—		0		—		—		—		(2,121)		(2,121)		0
Comprehensive loss:
Net loss	—	—		—		(502,858)		—		—		(11,713)		(514,571)		(18,611)
Unrealized gain on cash flow hedge	—	—		—		—		—		9,308		—		9,308		—
Realized loss on cash flow hedge	—	—		—		—		—		3,862		—		3,862		—
Foreign currency translation adjustments	—	—		—		—		—		2,007		—		2,007		—
Balances at June 30, 2021	216,388,477	$	2,164	$	2,433,462	$	(3,179,691)	$	(6,865)	$	(161,832)	$	333,159	$	(579,603)	$	250,767

See Notes to Consolidated Financial Statements


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at March 31, 2020	211,834,739	$	2,118	$	2,260,509	$	(1,137,082)	$	(6,865)	$	(259,326)	$	371,478	$	1,230,832	$	443,606
Non-cash and stock-based compensation	—	—		38,538		—		—		—		—		38,538		—
Common stock issued under stock plans, net of shares withheld for employee taxes	79,079	1		(217)		—		—		—		—		(216)		—
Exercise of stock options, net of shares withheld for option cost and employee taxes	609,329	6		(4,734)		—		—		—		—		(4,728)		—
Fair value of convertible debt conversion feature, net of issuance cost	—	—		17		—		—		—		—		17		—

Acquisitions	—	—		—		—		—		—		4,157		4,157		751
Divestitures	—	—		—		—		—		—		593		593		—
Purchases of noncontrolling interests	—	—		(454)		—		—		—		0		(454)		(89,779)
Redeemable noncontrolling interests fair value adjustments	—	—		1,595		—		—		—		—		1,595		(1,595)
Contributions received	—	—		—		—		—		—		1,391		1,391		0
Cash distributions	—	—		—		—		—		—		(7,915)		(7,915)		(3,287)
Other	—	—		(185)		—		—		—		(501)		(686)		1
Comprehensive loss:
Net loss	—	—		—		(567,517)		—		—		(27,598)		(595,115)		(15,469)
Unrealized loss on cash flow hedge	—	—		—		—		—		(5,765)		—		(5,765)		—
Realized loss on cash flow hedge	—	—		—		—		—		1,353		—		1,353		—
Foreign currency translation adjustments	—	—		—		—		—		19,933		—		19,933		—
Balances at June 30, 2020	212,523,147	$	2,125	$	2,295,069	$	(1,704,599)	$	(6,865)	$	(243,805)	$	341,605	$	683,530	$	334,228

See Notes to Consolidated Financial Statements


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Income		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at December 31, 2019	211,262,062	$	2,113	$	2,245,619	$	(949,334)	$	(6,865)	$	(145,713)	$	318,134	$	1,463,954	$	449,498
Cumulative effect of change in accounting principle	—	—		—		(2,964)		—		—		—		(2,964)		—
Non-cash and stock-based compensation	—	—		50,270		—		—		—		—		50,270		—
Common stock issued under stock plans, net of shares withheld for employee taxes	341,249	3		(7,665)		—		—		—		—		(7,662)		—
Exercise of stock options, net of shares withheld for option cost and employee taxes	919,836	9		1,719		—		—		—		—		1,728		—
Fair value of convertible debt conversion feature, net of issuance cost	—	—		33,347		—		—		—		—		33,347		—

Acquisitions	—	—		—		—		—		—		35,322		35,322		11,899
Divestitures	—	—		—		—		—		—		593		593		—
Purchases of noncontrolling interests	—	—		(6,939)		—		—		—		(1,032)		(7,971)		(96,190)
Sales of noncontrolling interests	—	—		(8,161)		—		—		—		39,161		31,000		—
Redeemable noncontrolling interests fair value adjustments	—	—		(12,945)		—		—		—		—		(12,945)		12,945
Contributions received	—	—		—		—		—		—		1,467		1,467		0
Cash distributions	—	—		—		—		—		—		(12,683)		(12,683)		(13,632)
Other	—	—		(176)		—		—		—		(445)		(621)		1
Comprehensive loss:
Net loss	—	—		—		(752,301)		—		—		(38,912)		(791,213)		(30,293)
Unrealized loss on cash flow hedge	—	—		—		—		—		(36,596)		—		(36,596)		—
Realized loss on cash flow hedge	—	—		—		—		—		1,353		—		1,353
Foreign currency translation adjustments	—	—		—		—		—		(62,849)		—		(62,849)		—
Balances at June 30, 2020	212,523,147	$	2,125	$	2,295,069	$	(1,704,599)	$	(6,865)	$	(243,805)	$	341,605	$	683,530	$	334,228

See Notes to Consolidated Financial Statements

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Six Months Ended June 30,
	2021		2020
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(533,182)	$	(821,506)
Reconciling items:
Depreciation	111,864		122,825
Amortization	100,457		122,022
Amortization of non-recoupable ticketing contract advances	28,728		32,126
Deferred income tax expense (benefit)	6,149		(12,316)
Amortization of debt issuance costs and discounts	18,373		14,856

Non-cash compensation expense	52,847		50,270
Unrealized changes in fair value of contingent consideration	(8,040)		(24,789)


Provision for uncollectible accounts receivable	(16,563)		25,764
Loss (gain) on sale of investments in nonconsolidated affiliates	(52,947)		35
Other, net	13,700		(2,644)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable	(143,343)		363,079
Increase in prepaid expenses and other assets	(102,554)		(50,493)

Increase (decrease) in accounts payable, accrued expenses and other liabilities	518,810		(807,552)
Increase in deferred revenue	1,175,690		597,963
Net cash provided by (used in) operating activities	1,169,989		(390,360)
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable	(12,830)		(11,457)
Collections of notes receivable	10,618		12,782

Investments made in nonconsolidated affiliates	(33,729)		(8,150)
Purchases of property, plant and equipment	(58,066)		(142,509)

Cash paid for acquisitions, net of cash acquired	(7,627)		(37,471)
Purchases of intangible assets	(11,191)		(5,594)
Proceeds from sale of investments in nonconsolidated affiliates	61,618		105
Other, net	912		1,653
Net cash used in investing activities	(50,295)		(190,641)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	511,068		1,602,097
Payments on long-term debt	(85,125)		(11,087)
Contributions from noncontrolling interests	15,288		1,467
Distributions to noncontrolling interests	(14,542)		(26,315)
Purchases and sales of noncontrolling interests, net	(3,273)		(88,191)
Proceeds from exercise of stock options	28,083		11,406

Taxes paid for net share settlement of equity awards	(38,209)		(17,339)
Payments for deferred and contingent consideration	(11,926)		(9,940)
Other, net	105		0
Net cash provided by financing activities	401,469		1,462,098
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(19,965)		(54,974)
Net increase in cash, cash equivalents, and restricted cash	1,501,198		826,123
Cash, cash equivalents and restricted cash at beginning of period	2,546,439		2,474,242
Cash, cash equivalents and restricted cash at end of period	$	4,047,637	$	3,300,365

See Notes to Consolidated Financial Statements

Nine Months Ended
September 30,
2017 2016
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 181,555
$ 113,268
Reconciling items:
Depreciation 107,530
104,100
Amortization 198,287
191,141
Deferred income tax benefit (9,901 ) (14,096 )
Amortization of debt issuance costs, discounts and premium, net 9,836
7,823
Non-cash compensation expense 23,921
25,237
Unrealized changes in fair value of contingent consideration 12,198
(5,844 )
Equity in losses (earnings) of nonconsolidated affiliates, net of distributions 5,333
25,742
Provision for uncollectible receivables and advances 7,226
12,743
Other, net 3,158
(250 )
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable (394,753 ) (345,343 )
Increase in prepaid expenses and other assets (280,241 ) (173,683 )
Increase in accounts payable, accrued expenses and other liabilities 536,944
295,025
Increase (decrease) in deferred revenue 16,169
(116,347 )
Net cash provided by operating activities 417,262
119,516
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable (10,943 ) (11,051 )
Investments made in nonconsolidated affiliates (22,157 ) (18,628 )
Purchases of property, plant and equipment (184,499 ) (119,740 )
Cash paid for acquisitions, net of cash acquired (18,809 ) (113,065 )
Other, net 909
2,310
Net cash used in investing activities (235,499 ) (260,174 )
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs 59,313
6,881
Payments on long-term debt (84,608 ) (28,795 )
Distributions to noncontrolling interests (22,877 ) (25,279 )
Purchases and sales of noncontrolling interests, net (10,730 ) (32,266 )
Proceeds from exercise of stock options 44,746
5,676
Payments for deferred and contingent consideration (14,149 ) (21,809 )
Other, net 2,642
(14,108 )
Net cash used in financing activities (25,663 ) (109,700 )
Effect of exchange rate changes on cash and cash equivalents 118,322
(13,061 )
Net increase (decrease) in cash and cash equivalents 274,422
(263,419 )
Cash and cash equivalents at beginning of period 1,526,591
1,303,125
Cash and cash equivalents at end of period $ 1,801,013
$ 1,039,706

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LIVE NATION ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

Preparation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown.

The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in ~~the Company’s~~ ~~2016~~our 2020 Annual Report on Form 10-K filed with the SEC on ~~February 23, 2017, as amended by the Form 10-K/A filed with the SEC on June 23, 2017.~~March 1, 2021.

Seasonality

~~Due to the seasonal nature of shows at outdoor amphitheaters and festivals, which primarily occur from May through October, the~~Our Concerts and Sponsorship & Advertising segments typically experience higher revenue ~~during~~and operating income in the second and third ~~quarters. The~~quarters as our outdoor venues and festivals are primarily used in or occur from May through October. In addition, the timing of when tickets are sold and the tours of top-grossing acts can impact comparability of quarterly results year over year, although annual results may not be impacted. Our Ticketing ~~segment’s~~segment revenue is impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by ~~its~~our clients. ~~The Company’s~~

Cash flows from our Concerts segment typically have a slightly different seasonality as payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale. These artist fees and production costs are expensed when the event occurs. Once tickets for an event go on sale, we generally begin to receive payments from ticket sales at our owned or operated venues and festivals in advance of when the event occurs. We record these ticket sales as revenue when the event occurs. Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year. ~~Therefore,~~

Due to the ~~results to date are~~unprecedented global stoppage of our concert and other events beginning in mid-March 2020 resulting from the global COVID-19 pandemic, we did not ~~necessarily indicative of the results expected for the full year.~~experience our typical seasonality trends in 2020 and do not expect 2021 will follow our typical seasonality trends.

Cash, Cash Equivalents and Restricted Cash

Cash and ~~Cash Equivalents~~cash equivalents include all highly liquid investments with an original maturity of three months or less. Our cash and cash equivalents include domestic and foreign bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. These balances are stated at cost, which approximates fair value.

Included in the ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020 cash and cash equivalents balance is ~~$639.9~~$1.1 billion and $673.5 million, ~~and~~ ~~$591.0 million~~, respectively, of cash received that includes the face value of tickets sold on behalf of ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients. We generally do not utilize client cash for our own financing or investing activities as the ~~clients.~~amounts are payable to our clients on a regular basis. These amounts are included in accounts payable, client accounts.

~~Acquisitions~~Restricted cash primarily consists of cash held in escrow accounts to fund capital improvements of certain leased or operated venues. The cash is held in these accounts pursuant to the related lease or operating agreement.

~~During~~Nonconsolidated Affiliates

In general, nonconsolidated investments in which we own more than 20% of the ~~first nine months of 2017, the Company completed several acquisitions that were~~common stock or otherwise exercise significant influence over an affiliate are accounted for ~~as business combinations~~ under the ~~acquisition~~equity method. We review the value of equity method ~~of accounting. These acquisitions were not significant either on an individual basis or~~investments and record impairment charges in the ~~aggregate.~~statements of operations for any decline in value that is determined to be other-than-temporary. If we obtain control of a nonconsolidated affiliate through the purchase of additional ownership interest or changes in the governing agreements, we remeasure our investment to fair value first and then apply the accounting guidance for business combinations. Any gain or loss resulting from the remeasurement to fair value is recorded as a component of other expense (income), net in the statements of operations. At June 30, 2021 and December 31, 2020, we had investments in nonconsolidated affiliates of $208.1 million and $170.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

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Income Taxes

Each reporting period, ~~the Company evaluates~~we evaluate the realizability of ~~all of its~~our deferred tax assets in each tax jurisdiction. As of ~~September~~June 30, ~~2017, the Company~~2021, we continued to maintain a full valuation allowance against ~~its~~our net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses. As a result of the valuation allowances, no0 tax benefits have been recognized for losses incurred, if any, in those tax jurisdictions for the first ~~nine~~six months of ~~2017~~2021 and ~~2016.~~

~~Accounting Pronouncements - Recently Adopted~~

In March 2016, the FASB issued guidance clarifying that the assessment of whether an embedded contingent put or call option is clearly and closely related to the debt instrument only requires an analysis pursuant to the four-step decision sequence outlined in the guidance for embedded derivatives. The guidance should be applied to existing debt instruments using a modified retrospective method as of the beginning of the period of adoption. The Company adopted this guidance on January 1, 2017, and the adoption did not have an impact on its financial position or results of operations.

In October 2016, the FASB issued guidance that requires a single decision maker evaluating whether it is the primary beneficiary of a variable interest entity to consider its indirect interests held by related parties that are under common control on a proportionate basis as opposed to considering those interests in their entirety as required by current guidance. The guidance should be applied retrospectively. The Company adopted this guidance on January 1, 2017, and the adoption did not have an impact on its financial position or results of operations.

In December 2016, the FASB issued guidance making technical corrections and improvements, which includes an update clarifying how to account for arrangements that include a license to use internal-use software acquired from third parties. The guidance for this specific technical correction should be applied prospectively. The Company adopted this guidance on January 1, 2017, and the adoption did not have a material effect on its financial position or results of operations.

2020.

Accounting Pronouncements - Not Yet Adopted

~~Revenue Recognition~~

In ~~May 2014,~~August 2020, the FASB issued ~~a comprehensive new revenue recognition standard~~guidance that ~~will supersede nearly all existing revenue recognition guidance under GAAP.~~simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity. The new ~~standard provides~~guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments. As a ~~five-step analysis of transactions to determine when~~result, only conversion features accounted for under the substantial premium model and ~~how revenue is recognized. The core principle~~those that require bifurcation will be accounted for separately. For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification. The guidance ~~is that a company should recognize revenue to depict~~also addresses how convertible instruments are accounted for in the ~~transfer~~diluted earnings per share calculation and requires enhanced disclosures about the terms of ~~promised goods or services to customers~~convertible instruments and contracts in an ~~amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services.~~entity’s own equity. The ~~FASB continues to issue important~~ guidance clarifying certain guidelines of the standard including (1) reframing the indicators in the principal versus agent guidance to focus on evidence that a company is acting as a principal rather than agent and (2) identifying performance obligations and licensing. The standard is effective for annual periods beginning after December 15, ~~2017~~2021 and interim periods within that year. Early adoption ~~of the standard~~ is ~~only~~ permitted for annual periods beginning after December 15, ~~2016~~2020 and interim periods within that year. The guidance should be applied ~~retrospectively,~~using either ~~to each prior period presented in the financial statements,~~a modified retrospective method or ~~only to the most current reporting period presented in the financial statements with~~ a ~~cumulative-effect adjustment as of the date of adoption.~~

To assess the impact of the standard, the Company has dedicated certain of its personnel to lead the implementation effort and has supplemented them with additional external resources. These personnel reviewed the amended guidance and subsequent clarifications and attended multiple training sessions in order to understand the potential impact the new standard could have on the Company’s revenue streams. Surveys were sent to and completed by divisional finance managers in order to obtain a more detailed understanding of the contracts within each division and follow-up meetings with these divisions were then conducted. Based on the results of these surveys and meetings, the Company judgmentally selected a sample of contracts based on size and complexity and ensuring all major revenue streams were represented. The Company has completed its review of all the selected contracts and has compiled and summarized the results for its final review and analysis.

Based on the procedures performed to date, the Company believes it has identified all material contract types and costs that may be impacted by the new guidance and it is nearing the completion of its assessment. The Concerts segment, representing approximately 70% of the Company’s 2016 consolidated revenue, is not expected to experience a change in its revenue recognition as the Company believes this revenue should continue to be deferred until the event date under the new standard. For the Ticketing segment, representing approximately 22% of 2016 consolidated revenue, the Company has concluded that it will no longer present payments to certain third parties as an expense and will begin reflecting these payments as a reduction of revenue. The Company is reviewing the payments that will be reflected as a reduction of revenue and expects to finalize the impact this change will have on both the Company's consolidated revenue and its Ticketing segment's revenue in the fourth quarter of 2017. The timing of revenue recognition is not expected to change for the Ticketing business. The remaining revenue streams of the Company are not expected to be impacted by the new guidance.

The Company will finalize its conclusions in 2017 and ensure that it can produce the data necessary for the required disclosures along with assessing changes to internal controls and processes that may be required to comply with the new revenue recognition and disclosure requirements. The Company will adopt this standard on January 1, 2018, applying it retrospectively to each prior period presented in the financial statements.

~~Other Pronouncements~~

In January 2016, the FASB issued amendments for the recognition, measurement, presentation and disclosure of financial instruments. Among other things, the guidance requires equity investments that do not result in consolidation and are not accounted for under the equity method to be measured at fair value with any change in fair value recognized in net income unless the investments do not have readily determinable fair values. The amendments are effective for annual periods beginning after December 15, 2017 and interim periods within that year. Early adoption is not permitted for most of the amendments. The amendments are to be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption with the exception of equity investments without readily determinable fair values, which will be applied prospectively. The Companyfull retrospective method. We will adopt this guidance on January 1, ~~2018,~~2022, and ~~does not expect~~are currently assessing which implementation method we will apply and the impact that adoption towill have ~~a material impact~~ on ~~its~~our financial position and results of operations.

~~In February 2016,~~

NOTE 2—IMPACT OF THE GLOBAL COVID-19 PANDEMIC

The unprecedented and rapid spread of COVID-19 and the ~~FASB issued guidance that requires lessees~~related government restrictions and social distancing measures implemented throughout the world have significantly impacted our business. Beginning in March 2020, large public events were cancelled, governmental authorities began imposing restrictions on non-essential activities, and businesses suspended activities around the world. As the impact of the global COVID-19 pandemic became clearer, we ceased all Live Nation tours and closed our venues in mid-March 2020 to ~~recognize most leases~~support global efforts at social distancing and mitigating the virus, and to comply with restrictions put in place by various governmental entities, which has had a materially negative impact on ~~their balance sheet~~our revenue and financial position. We are beginning to see the positive impacts of successful vaccination rollouts in many of our key markets with social distancing restrictions easing and live events resuming late in the second quarter.

Operating Results

Our second quarter and six month results were materially impacted by these necessary actions when compared to periods prior to the global COVID-19 pandemic. Our overall revenue for the quarter increased by $501.9 million to $575.9 million and for the six months decreased by $573.2 million to $866.6 million as compared to the same period of the prior year. The revenue increase during the quarter was primarily in our Ticketing and Concerts segments as a ~~lease liability~~result of more events going on sale and occurring globally, along with lower refunds, during the second quarter of 2021 as compared to the same period of the prior year. The decrease in revenue during the first six months of 2021 was primarily in our Concerts segment largely due to normal pre-pandemic operations from January through mid-March of 2020 compared to a ~~right-of-use asset,~~full shut-down for the first quarter of 2021. The revenue recognized in our Concerts segment in 2020 included the results of the shows that occurred prior to the stoppage of events in mid-March. We had a limited number of shows in the first six months of 2021, largely in Australia, New Zealand and the United States.

The event-related deferred revenue for our Concerts segment, which is reported as part of deferred revenue on our consolidated balance sheets, includes the face value and Concerts’ share of service charges for all tickets sold by June 30, 2021 for shows expected to ~~disclose key information about leasing arrangements. The guidance is effective~~occur in the next 12 months. Any refunds committed to for ~~annual periods beginning~~shows cancelled or rescheduled during the first six months of 2021 have either been returned to fans or are reflected in accrued expenses on the consolidated balance sheets. In addition, we have recorded an estimate of $40 million in Concerts for refunds that may occur in the future for shows we believe may be cancelled or rescheduled based on the data available on refunds resulting from the global shutdown of our live events. This estimate only impacts our financial position as a reclassification from deferred revenue to accrued expenses. We expect that the majority of our shows postponed due to the pandemic will be rescheduled. Event-related deferred revenue for tickets sold for shows expected to occur after December 15, 2018 and interim periods within that year, and early adoption is permitted. The guidance should be applied on a modified retrospective basis. The Company expects to adopt this guidance on January 1, 2019,June 30, 2022 totaled $380.7 million and is ~~currently evaluating~~reflected in other long-term liabilities on our consolidated balance sheets.

The revenue recognized in our Ticketing segment during the ~~impact~~first six months of 2021 includes our share of ticket service charges for tickets sold during the period for third-party clients and for shows that ~~this guidance will have on its financial position and results of operations.~~

~~In October 2016, the FASB issued guidance that requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory,~~occurred in the period for our Concerts segment where our promoters control the ticketing. Revenue has been reduced for any shows that were cancelled and for refunds requested on rescheduled shows up to the time of the filing of these consolidated financial statements, and funds have either been returned to the customer or are reflected in accrued expenses on the consolidated balance sheets. Our ticketing

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clients determine if shows will be rescheduled or cancelled and what the refund policy will be for those shows. We have not recorded an estimate for refunds that may occur in the future since our clients, not Ticketmaster, determine when shows are cancelled or rescheduled and we have a limited amount of historical data of refunds resulting from a global shutdown of live events on which to reliably determine an estimate.

For events that are cancelled, our standard policy is to refund the ~~transfer occurs. That~~fans within 30 days, subject to regulations in various markets and in some cases at the discretion of our venue or event organizer clients. Our ticket refund policies for rescheduled shows vary by ticketing client and country. In multiple international markets, including Germany, Italy and Belgium, governmental regulations which allow for the issuance of vouchers in place of cash refunds for rescheduled shows, and in some cases for cancelled shows, have been put in place in response to the global COVID-19 pandemic. The volume and pace of cash refunds has had and may continue to have a material negative effect on our liquidity and capital resources.

The length and severity of the reduction in live events due to the pandemic is ~~a change from current guidance which requires companies~~uncertain and; accordingly, we currently expect the negative impact to ~~defer~~continue in 2021. The exact timing and pace of the ~~income tax~~recovery is uncertain given the significant impact of the pandemic and the uncertainty on the timing of the rollout of vaccines on the United States and global economies. We are beginning to see the positive impacts of successful vaccination rollouts in many of our key markets with social distancing restrictions easing and live events resuming late in the second quarter. We believe the ongoing effects of ~~intercompany transfers~~the global COVID-19 pandemic on our operations have had, and will continue to have a material negative impact on our financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak. We have never previously experienced a complete cessation of our live events or a large-scale reduction in the number of events selling tickets, and as a consequence, our ability to be predictive regarding the impact of these circumstances is uncertain and we are unable to estimate the impact on our business, financial condition or near or longer-term financial or operational results.

NOTE 3—LONG-LIVED ASSETS

We reviewed our long-lived assets ~~until~~for potential impairment indicators due to the ~~asset has been~~suspension of our live events resulting from the global COVID-19 pandemic. Our venues are either owned or we have long-term operating rights under lease or management agreements typically with terms ranging from 5 to 25 years at inception. Many of our definite-lived intangible assets are based on revenue-generating contracts and client or vendor relationships associated with live events and have useful lives, established at the time of acquisition, typically ranging from 3 to 10 years. Our more significant investments in nonconsolidated affiliates are in the concert event promotion, venue operation or ticketing businesses, and these businesses are experiencing similar impacts to their operations, in line with what we are experiencing as a result of the pandemic. Based on our assessments, we have recorded impairment charges on certain of our definite-lived intangible assets, which are discussed below.

~~sold~~We are beginning to ~~an outside party or otherwise recognized. The guidance~~see the positive impacts of successful vaccination rollouts in many of our key markets with social distancing restrictions easing and live events resuming late in the second quarter. While we are optimistic, the length and severity of the impact to live events and our related sponsorship and ticketing businesses is ~~effective for annual periods~~still uncertain. Activity levels are beginning ~~after December 15, 2017~~to increase in the second half of 2021 led by outdoor events and ~~interim periods within~~festivals in the United States and United Kingdom. We expect that ~~year,~~most larger venues will reopen and ~~early adoption is permitted. The guidance should be applied on a modified retrospective basis. The Company expects to adopt this guidance on January 1, 2018,~~tours will resume in the second half of 2021 and that the ~~adoption will not impact its financial position or results of operations.~~

~~In January 2017, the FASB issued guidance that changes the definition of a~~underlying business ~~to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially~~supporting all of our long-lived assets will begin generating operating income once again. However, we have never previously experienced a complete cessation of our live events or a large-scale reduction in the ~~fair value~~number of events selling tickets and, as a consequence, our ability to be predictive regarding the impact of these circumstances is uncertain. As a result, the underlying assumptions used in our impairment assessments could change, resulting in future impairment charges.

Property, Plant and Equipment, Net

Property, plant and equipment, net, consisted of the ~~gross assets acquired is concentrated in a single identifiable asset or a group~~following:


	June 30,		December 31,
	2021		2020
	(in thousands)
Land, buildings and improvements	$	1,261,289	$	1,239,696
Computer equipment and capitalized software	912,608		887,637
Furniture and other equipment	421,932		424,363
Construction in progress	146,013		151,830
	2,741,842		2,703,526
Less: accumulated depreciation	1,695,364		1,602,112
	$	1,046,478	$	1,101,414

In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance is effective for annual periods beginning after December 15, 2019 and interim periods within that year, and early adoption is permitted. The guidance should be applied prospectively to goodwill impairment tests performed within the period of adoption. The Company will adopt this guidance effective October 1, 2017 and apply it prospectively to impairment tests beginning in the year of adoption.

~~NOTE 2—LONG-LIVED ASSETS~~

Definite-lived Intangible Assets

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~

Revenue-
generating
contracts

Client /
vendor
relationships

Trademarks
and
naming
rights

Non-compete
agreements
Technology
Venue
management
and
leaseholds
Other Total
(in thousands)
Balance as of December 31, 2016:
Gross carrying amount $ 760,398
$ 402,009
$ 94,338
$ 65,992
$ 53,078
$ 54,001
$ 4,014
$ 1,433,830
Accumulated amortization (316,800 ) (213,785 ) (23,724 ) (22,099 ) (13,637 ) (29,664 ) (2,090 ) (621,799 )
Net 443,598
188,224
70,614
43,893
39,441
24,337
1,924
812,031
Gross carrying amount:
Acquisitions— current year —
22,635
—
—
12,037
820
—
35,492
Acquisitions— prior year (6,724 ) —
35,464
—
1,120
—
—
29,860
Foreign exchange 21,823
9,069
1,402
2,229
2,170
2,513
22
39,228
Other⁽¹⁾
(5,027 ) (3,009 ) —
(1 ) (305 ) —
(247 ) (8,589 )
Net change 10,072
28,695
36,866
2,228
15,022
3,333
(225 ) 95,991
Accumulated amortization:
Amortization (63,368 ) (45,688 ) (10,008 ) (10,407 ) (9,860 ) (3,524 ) (540 ) (143,395 )
Foreign exchange (8,966 ) (3,868 ) (499 ) (984 ) (718 ) (1,385 ) (6 ) (16,426 )
Other⁽¹⁾
5,067
2,969
10
8
312
—
342
8,708
Net change (67,267 ) (46,587 ) (10,497 ) (11,383 ) (10,266 ) (4,909 ) (204 ) (151,113 )
Balance as of September 30, 2017:
Gross carrying amount 770,470
430,704
131,204
68,220
68,100
57,334
3,789
1,529,821
Accumulated amortization (384,067 ) (260,372 ) (34,221 ) (33,482 ) (23,903 ) (34,573 ) (2,294 ) (772,912 )
Net $ 386,403
$ 170,332
$ 96,983
$ 34,738
$ 44,197
$ 22,761
$ 1,495
$ 756,909
2021:


	Client / vendor relationships		Revenue- generating contracts		Venue management and leaseholds		Trademarks and naming rights		Technology		Other (1)		Total
	(in thousands)
Balance as of December 31, 2020:
Gross carrying amount	$	496,074	$	578,664	$	147,956	$	150,344	$	72,283	$	17,413	$	1,462,734
Accumulated amortization	(146,397)		(277,710)		(51,924)		(73,604)		(45,799)		(11,700)		(607,134)
Net	349,677		300,954		96,032		76,740		26,484		5,713		855,600
Gross carrying amount:
Acquisitions—current year	2,086		0		0		0		10,296		2,650		15,032
Acquisitions—prior year	5,557		0		0		0		0		0		5,557

Foreign exchange	1,613		(1,817)		(440)		399		173		(4)		(76)
Other (2)	(29,276)		(24,497)		(631)		(2,166)		(24,477)		(8,234)		(89,281)
Net change	(20,020)		(26,314)		(1,071)		(1,767)		(14,008)		(5,588)		(68,768)
Accumulated amortization:
Amortization	(39,051)		(33,546)		(7,433)		(6,968)		(10,988)		(2,471)		(100,457)

Foreign exchange	536		1,247		(7)		(110)		(193)		0		1,473
Other (2)	29,276		24,487		642		2,214		24,579		8,456		89,654
Net change	(9,239)		(7,812)		(6,798)		(4,864)		13,398		5,985		(9,330)
Balance as of June 30, 2021:
Gross carrying amount	476,054		552,350		146,885		148,577		58,275		11,825		1,393,966
Accumulated amortization	(155,636)		(285,522)		(58,722)		(78,468)		(32,401)		(5,715)		(616,464)
Net	$	320,418	$	266,828	$	88,163	$	70,109	$	25,874	$	6,110	$	777,502

______________

(1) Other primarily includes intangible assets for non-compete agreements.

(2) Other primarily includes netdowns of fully amortized or impaired assets.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of an artist management business located in the United States, a concert promotion business located in Italy and various ticketing businesses located in the United States and the Czech Republic.

~~Included in the prior year acquisitions amounts above are changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia.~~

The ~~2017~~2021 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:


		Weighted- Average Life (years)

Client/vendor relationships		4

Non-compete agreements		2


		~~Weighted-~~ ~~Average~~ ~~Life (years)~~
~~Client/vendor relationships~~		6
~~Technology~~	4
~~Venue management and leaseholds~~	3
All categories	53

The current year acquisitions amount above for technology intangibles includes software licenses acquired in the normal course of business.

We test for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a significant reduction in operating cash flow or a change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. During the six months ended June 30, 2021 and 2020, we reviewed definite-lived intangible assets that management determined had an indicator that remaining future operating cash flows over the acquisition-date estimated useful life may not support their carrying value, as a result of the expected impacts from the global COVID-19 pandemic, and it was determined that those assets were impaired since the estimated undiscounted operating cash flows associated with those assets were less than their carrying value.

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For the six months ended June 30, 2021, there were no significant impairment charges. For the six months ended June 30, 2020, we recorded impairment charges related to definite-lived intangible assets of $12.1 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts in the Concerts segment. See Note 6—Fair Value Measurements for further discussion of the inputs used to determine the fair value.

Amortization of definite-lived intangible assets for the three months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 was ~~$53.4~~$48.6 million and $47.8 million for each respective period, and for the nine months ended September 30, 2017 and 2016 was $143.4 million and $133.0 million, respectively. Amortization related to nonrecoupable ticketing contract advances for the three months ended September 30, 2017 and 2016 was $20.1 million and $20.5$57.8 million, respectively, and for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~2020 was ~~$54.9~~$100.5 million and ~~$57.0~~$122.0 million, respectively.

As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization ~~may~~will vary.

Goodwill

~~In 2016,~~We review goodwill for impairment annually, as of October 1. As such, we completed our annual review in the ~~Company’s reportable segments were Concerts, Sponsorship & Advertising, Ticketing~~fourth quarter of 2020 and, ~~Artist Nation. Beginning in 2017, the Company no longer presents Artist Nation~~ as ~~a reportable segment and now includes the business previously~~ reported in our December 31, 2020 Form 10-K, 0 impairments were recorded as the ~~Artist Nation segment~~fair value of each reporting unit was determined to be in excess of its carrying value for all reporting units. There were no indicators of impairment during the ~~Concerts segment. See further discussion~~interim periods of ~~the segment change in Note 6—Segment Data. The Company’s reporting units reviewed for goodwill impairment remain unchanged.~~2021.

The following table presents the changes in the carrying amount of goodwill in each of ~~the Company’s~~our reportable segments for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2021:


	Concerts		Ticketing		Sponsorship & Advertising		Total
	(in thousands)
Balance as of December 31, 2020:
Goodwill	$	1,318,273	$	782,559	$	463,734	$	2,564,566
Accumulated impairment losses	(435,363)		0		0		(435,363)
Net	882,910		782,559		463,734		2,129,203

Acquisitions—current year	1,336		0		0		1,336
Acquisitions—prior year	(1,815)		(3,740)		419		(5,136)


Foreign exchange	369		(2,433)		(635)		(2,699)

Balance as of June 30, 2021:
Goodwill	1,318,163		776,386		463,518		2,558,067
Accumulated impairment losses	(435,363)		0		0		(435,363)
Net	$	882,800	$	776,386	$	463,518	$	2,122,704

Concerts
Sponsorship
& Advertising
Ticketing Total
(in thousands)
Balance as of December 31, 2016:
Goodwill $ 1,017,020
$ 395,826
$ 739,105
$ 2,151,951
Accumulated impairment losses (404,863 ) —
—
(404,863 )
Net 612,157
395,826
739,105
1,747,088
Acquisitions—current year 8,259
—
11,239
19,498
Acquisitions—prior year (22,095 ) (9,821 ) 882
(31,034 )
Foreign exchange 9,765
9,573
9,622
28,960
Balance as of September 30, 2017:
Goodwill 1,012,949
395,578
760,848
2,169,375
Accumulated impairment losses (404,863 ) —
—
(404,863 )
Net $ 608,086
$ 395,578
$ 760,848
$ 1,764,512

Included in the current year acquisitions amounts above is goodwill associated with the acquisitions of various ticketing businesses located in the United States, an artist management business located in the United States and a concert promotion business located in Italy.

~~Included in the prior year acquisitions amounts above~~We are ~~changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia.~~

~~The Company is~~ in various stages of finalizing ~~its~~our acquisition accounting for recent acquisitions, which may include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and ~~its~~our allocation between segments.

Investments in Nonconsolidated Affiliates

During the six months ended June 30, 2021, we sold certain investments in nonconsolidated affiliates for $61.6 million in cash plus $6.2 million in deferred purchase price consideration resulting in a gain on sale of investments in nonconsolidated affiliates of $52.9 million.

During the six months ended June 30, 2021, we entered into certain agreements whereby we received equity in the counterparty to those agreements primarily in exchange for providing sponsorship and marketing programs and support. We recognized $25.0 million of noncash additions to investments in nonconsolidated affiliates which are included in other long-term assets on our consolidated balance sheets associated with these agreements.

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NOTE 3—4—LEASES

The significant components of operating lease expense are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands)
Operating lease cost	$	56,577	$	58,427	$	111,876	$	120,555
Variable and short-term lease cost	3,543		20,208		12,996		32,730
Sublease income	(1,236)		(4,111)		(3,518)		(8,262)
Net lease cost	$	58,884	$	74,524	$	121,354	$	145,023

Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables, while others include periodic adjustments to rent obligations based on the prevailing inflationary index or market rental rates. Contingent rent obligations are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved.

Supplemental cash flow information for our operating leases is as follows:


	Six Months Ended June 30,
	2021		2020
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	99,449	$	105,067
Lease assets obtained in exchange for lease obligations, net of terminations	$	41,005	$	98,052

Future maturities of our operating lease liabilities at June 30, 2021 are as follows:


	(in thousands)
July 1 - December 31, 2021	$	91,363
2022	204,175
2023	204,889
2024	188,541
2025	176,893
Thereafter	1,503,232
Total lease payments	2,369,093
Less: Interest	826,214
Present value of lease liabilities	$	1,542,879

The weighted average remaining lease term and weighted average discount rate for our operating leases are as follows:


	June 30, 2021		December 31, 2020
Weighted average remaining lease term (in years)	13.7		13.9
Weighted average discount rate	6.39	%	6.31	%

As of June 30, 2021, we have additional operating leases that have not yet commenced, with total lease payments of $175.4 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2021 to June 2030, with lease terms ranging from 1 to 20 years.

In response to the impacts we are experiencing from the global COVID-19 pandemic, we have amended certain of our lease agreements and are continuing negotiations with certain of our landlords for deferral or abatement of fixed rent payments. These lease concessions are not expected to substantially increase our obligations under the respective lease agreements.

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Therefore, we have elected to account for these lease concessions as though enforceable rights and obligations for those concessions existed in our lease agreements as clarified by the FASB rather than applying the lease modification guidance.

NOTE 5—LONG-TERM DEBT

In January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028. A portion of the proceeds were used to pay fees of $7.7 million and repay $75.0 million aggregate principal amount of the Company’s senior secured term loan B facility, leaving approximately $417.3 million for general corporate purposes, including acquisitions and organic investment opportunities.

Long-term debt, which includes finance leases, consisted of the following:


		June 30, 2021		December 31, 2020
		(in thousands)
Senior Secured Credit Facility:

	Term loan B	$	858,755	$	938,125

6.5% Senior Secured Notes due 2027		1,200,000		1,200,000
3.75% Senior Secured Notes due 2028		500,000		0
4.75% Senior Notes due 2027		950,000		950,000
4.875% Senior Notes due 2024		575,000		575,000
5.625% Senior Notes due 2026		300,000		300,000
2.5% Convertible Senior Notes due 2023		550,000		550,000
2.0% Convertible Senior Notes due 2025		400,000		400,000
Other long-term debt		126,437		125,226
Total principal amount		5,460,192		5,038,351
Less unamortized discounts and debt issuance costs		(118,504)		(129,840)
Total long-term debt, net of unamortized discounts and debt issuance costs		5,341,688		4,908,511
Less: current portion		46,481		53,415
Total long-term debt, net		$	5,295,207	$	4,855,096

Future maturities of long-term debt at June 30, 2021 are as follows:


	(in thousands)
July 1, 2021 - December 31, 2021	$	35,087
2022	577,686
2023	44,631
2024	989,074
2025	38,593
Thereafter	3,775,121
Total	$	5,460,192

All long-term debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 6—Fair Value Measurements for discussion of the fair value measurement of our long-term debt.

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3.75% Senior Secured Notes due 2028

In January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028. Interest on the notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year and began on July 15, 2021, and will mature on January 15, 2028. We may redeem some or all of the notes, at any time prior to January 15, 2024, at a price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium. We may redeem up to 35% of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to January 15, 2024, at a price equal to 103.75% of the aggregate principal amount, plus accrued and unpaid interest thereon to the date of redemption. In addition, on or after January 15, 2024 we may redeem some or all of the notes at any time at redemption prices specified in the notes indenture, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control. The notes are secured by a first priority lien on substantially all of the tangible and intangible personal property of LNE and LNE’s domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries.

NOTE 6—FAIR VALUE MEASUREMENTS

Recurring

The following table shows the fair value of ~~the Company’s~~our significant financial assets that are required to be measured at fair value on a recurring basis, which are classified on the consolidated balance sheets as cash and cash ~~equivalents:~~equivalents.


	Fair Value Measurements at					Estimated Fair Value
	September 30, 2017		December 31, 2016			June 30, 2021						December 31, 2020
	Level 1					Level 1		Level 2		Total		Level 1		Level 2		Total
	(in thousands)					(in thousands)
Assets:					Assets:
Cash equivalents	$	109,722	$	55,081	Cash equivalents	$	638,652	$	—	$	638,652	$	282,696	$	—	$	282,696

The Company has cash equivalents which consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market which are considered to be Level 1 inputs as defined in the FASB guidance.

~~The Company’s~~Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. ~~The Company’s~~Our debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs as defined in the FASB guidance.

The following table presents the estimated fair values of ~~the Company’s 5.375%~~our senior secured notes, ~~4.875%~~ senior notes and ~~2.5%~~ convertible senior notes were $260.5 million, $596.4 million and $364.3 million, respectively, at September 30, 2017. The estimated fair values of the 5.375% senior notes, 4.875% senior notes and 2.5% convertible senior notes were $259.7 million, $578.5 million and $294.6 million, respectively, at December 31, 2016. notes:


	Estimated Fair Value at
	June 30, 2021		December 31, 2020
	Level 2
	(in thousands)
6.5% Senior Secured Notes due 2027	$	1,330,548	$	1,340,688
3.75% Senior Secured Notes due 2028	$	502,050	$	0
4.75% Senior Notes due 2027	$	985,483	$	970,872
4.875% Senior Notes due 2024	$	585,879	$	581,480
5.625% Senior Notes due 2026	$	313,065	$	307,785
2.5% Convertible Senior Notes due 2023	$	771,848	$	720,764
2.0% Convertible Senior Notes due 2025	$	448,424	$	425,172

The estimated fair value of ~~the Company’s~~our third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs.

The ~~Company had fixed-rate debt held by noncontrolling interest partners with a face~~following table shows the fair value of ~~$37.5 million and $35.7 million at September 30, 2017 and December 31, 2016, respectively. The Company is unable~~our financial assets that have been adjusted to ~~determine a~~ fair value on a non-recurring basis, which had a significant impact on our results of operations for ~~this debt.~~the six months ended June 30, 2020.


			Fair Value Measurements Using
Description	Fair Value Measurement		Level 1		Level 2		Level 3		Loss (Gain)
			(in thousands)

2020
Definite-lived intangible assets, net	$	6,919	$	0	$	0	$	6,919	$	12,063

For the six months ended June 30, 2021, there were no significant impairment charges. During the six months ended June 30, 2020, we recorded impairment charges related to definite-lived intangible assets of $12.1 million as a component of depreciation and amortization primarily related to intangible assets for revenue-generating contracts in the Concerts segment. It was determined that these assets were impaired since the most recent estimated undiscounted future cash flows associated with these assets were less than their carrying value, primarily as a result of the expected impacts from the global COVID-19 pandemic. These impairments were calculated using operating cash flows, which were discounted to approximate fair value. The key inputs in these calculations include future cash flow projections, including revenue profit margins, and, for the fair value computation, a discount rate. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.

NOTE 4—7—COMMITMENTS AND CONTINGENT LIABILITIES

~~In December 2015, a company called Songkick~~Litigation

Consumer Class Actions

The following putative class action lawsuits were filed ~~an antitrust lawsuit~~ against Live Nation and/or Ticketmaster in Canada: Thompson-Marcial v. Ticketmaster Canada Holdings ULC (Ontario Superior Court of Justice, filed September 2018); McPhee v. Live Nation Entertainment, Inc., et al. (Superior Court of Quebec, District of Montreal, filed September 2018); Crystal Watch v. Live Nation Entertainment, Inc., et al. (Court of Queen’s Bench for Saskatchewan, by amendments filed September 2018); and ~~Ticketmaster L.L.C.~~Gomel v. Live Nation Entertainment, Inc., et al. (Supreme Court of British Columbia, Vancouver Registry, filed October 2018). Similar putative class actions were filed in the ~~U.S. District Court for~~United States during the ~~Central District~~same time period, but as of ~~California.~~ November 2020, each of the lawsuits filed in the United States has been dismissed with prejudice.

The ~~suit alleged, among other complaints,~~Canadian lawsuits make similar factual allegations that the defendants monopolized certain markets and engaged in certain exclusionary and anticompetitive conduct, ultimately causing harm to Songkick in a product market that it refers to as “artist presale ticketing services.” In the spring of 2016, Live Nation and/or Ticketmaster engage in conduct that is intended to encourage the resale of tickets on secondary ticket exchanges at elevated prices. Based on these allegations, each plaintiff asserts violations of different provincial and ~~Ticketmaster L.L.C. prevailed~~federal laws. Each plaintiff also seeks to represent a class of individuals who purchased tickets on a secondary ticket exchange, as defined in each plaintiff’s complaint. The Watch complaint also makes claims related to Ticketmaster’s fee display practices on the primary market. The complaints seek a ~~partial motion~~variety of remedies, including unspecified compensatory damages, punitive damages, restitution, injunctive relief and attorneys’ fees and costs.

The McPhee matter is stayed pending the outcome of the Watch matter, and the Thompson-Marcial, Watch, and Gomel cases are in the class certification phase. In April 2021, the court in the Gomel lawsuit refused to ~~dismiss,~~certify all claims other than those pled under British Columbia’s Business Practices and Consumer Protection Act and claims for punitive damages, but the court did certify a class of British Columbia residents who purchased tickets to an event in Canada on any secondary market exchange from June 30, 2015 through April 15, 2021 that were initially purchased on Ticketmaster.ca. We filed a notice of appeal of the class certification ruling in May 2021, and the plaintiff filed a cross-appeal shortly thereafter asserted counterclaims against Songkick, alleging that Songkick tortiously interfered with Ticketmaster’s venue contracts. In February 2017, Songkick filed an amended complaint, adding claims of trade secret misappropriation, statutory violations and related causes of action, arising from certain alleged conduct by a former Songkick employee who had gonethereafter.

Based on information presently known to ~~work for Ticketmaster.~~

In October 2017, the Court granted in part Live Nation’s motion to prevent Songkick’s damages expert from testifying, but declined to grant Live Nation’s motion for summary judgement. Following those rulings, Songkick is solely left with an antitrust claim (subject to treble damages) for lost profits, tort claims seeking the same lost profits, and a claim for unjust enrichment damages arising from alleged trade secret misappropriation. Trial has been set for January 2018. While the Company remains confident in its case and doesmanagement, we do not believe that a loss is probable of occurring at this time, and we believe that the potential liability, if any, will not have a material adverse effect on our financial position, cash flows or results of operations. Further, we do not currently believe that the claims asserted in these lawsuits have merit, and considerable uncertainty exists regarding any monetary damages that will be asserted against us. We continue to vigorously defend these actions.

In July 2019, Ticketmaster New Ventures, S. de R.L. de C.V. (“TNV”), an indirect wholly-owned subsidiary of LNE, entered into agreements with Corporación Interamericana de Entretenimiento, S.A.B. de C.V. (“CIE”) and Grupo Televisa, S.A.B. (“TV”) to acquire an aggregate 51% interest in OCESA Entretenimiento, S.A. de C.V. (“OCESA”) and certain other related subsidiaries of CIE. We made our initial concentration notice filings with the regulatory authorities in Mexico in late

August 2019 and received approval for the transaction in mid-April 2020. CIE shareholders approved the acquisition in September 2019. In May 2020, we notified CIE that we were terminating our agreement with it as a result of CIE’s failure to comply with its contractual obligation to continue operating the target companies in the ordinary course of business and the occurrence of a material adverse effect (as that term is defined in the CIE purchase agreement). We simultaneously notified TV that we were terminating our agreement with it, which agreement may be terminated if the ~~Company~~agreement with CIE is ~~ultimately unsuccessful on~~terminated for any ~~or all claims,~~reason. On May 25, 2020, TNV commenced binding arbitration proceedings, in New York, New York, before the ~~amounts at stake could be material. The Company is currently unable to estimate the possible loss or range~~International Court of ~~loss for this matter because~~Arbitration of the ~~uncertainty regarding~~International Chamber of Commerce, seeking a declaratory judgment that it properly terminated the ~~outcome~~CIE purchase agreement and that any obligations thereunder are excused on the grounds set forth above, among others. On July 30, 2020, CIE filed its response to TNV’s claims, asserting, among other things, that CIE did not breach its obligation to continue operating the target companies in the ordinary course of business and that no material adverse effect (as that term is defined in the ~~claims~~CIE purchase agreement) has occurred, and CIE joined LNE as a party to the arbitration proceedings as a joint obligor under the CIE purchase agreement. CIE is seeking specific performance to require us to proceed with closing under the CIE purchase agreement and damages ~~asserted against the Company.~~in an unspecified amount arising from our alleged failure to timely close. The matter has been assigned to a panel of arbitrators and a hearing has been scheduled to commence in June 2022. We intend to vigorously defend these claims.

The following table shows the reconciliation of the carrying amount of stockholders’ equity attributable to Live Nation, equity attributable to noncontrolling interests, total equity and also redeemable noncontrolling interests for the nine months ended September 30, 2017:

Live Nation
Stockholders’ Equity

Noncontrolling
Interests

Total
Equity

Redeemable
Noncontrolling
Interests
(in thousands) (in thousands)
Balance at December 31, 2016 $ 1,126,016
$ 223,500
$ 1,349,516
$ 347,068
Non-cash compensation expense 23,921
—
23,921
—
Common stock issued under stock plans, net of shares withheld for employee taxes (5,329 ) —
(5,329 ) —
Exercise of stock options 44,746
—
44,746
—
Acquisitions —
6,036
6,036
(1,985 )
Purchases of noncontrolling interests (1,402 ) (1,594 ) (2,996 ) (1,329 )
Redeemable noncontrolling interests fair value adjustments (52,811 ) —
(52,811 ) 52,811
Contributions received —
7,971
7,971
—
Cash distributions —
(8,226 ) (8,226 ) (14,222 )
Other 114
477
591
(1,339 )
Comprehensive income (loss):

Net income (loss) 184,878
7,404
192,282
(10,727 )
Foreign currency translation adjustments 58,761
—
58,761

Other 80
—
80
—
Balance at September 30, 2017 $ 1,378,974
$ 235,568
$ 1,614,542
$ 370,277

Accumulated Other Comprehensive Loss

The following table presents changes in the components of AOCI, net of taxes, for the ~~nine~~six months ended ~~September~~June 30, ~~2017:~~2021:


	Cash Flow Hedge		Foreign Currency Items		Total
	(in thousands)
Balance at December 31, 2020	$	(31,587)	$	(145,422)	$	(177,009)
Other comprehensive income before reclassifications	9,308		2,007		11,315
Amount reclassified from AOCI	3,862		0		3,862
Net other comprehensive income	13,170		2,007		15,177
Balance at June 30, 2021	$	(18,417)	$	(143,415)	$	(161,832)

Foreign Currency Items Other Total
(in thousands)
Balance at December 31, 2016 $ (176,246 ) $ (461 ) $ (176,707 )
Other comprehensive income before reclassifications 58,761
80
58,841
Net other comprehensive income 58,761
80
58,841
Balance at September 30, 2017 $ (117,485 ) $ (381 ) $ (117,866 )

Basic net ~~income (loss)~~loss per common share is computed by dividing the net ~~income (loss)~~loss available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net ~~income (loss)~~loss per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of ~~the~~our convertible senior notes, where dilutive.

~~The following table sets forth~~ For the ~~computation of~~three and six months ended June 30, 2021 and 2020, there were no reconciling items to the weighted average common shares ~~outstanding:~~outstanding in the calculation of diluted net loss per common share.

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Weighted average common shares—basic 205,287,843
202,118,412
204,574,742
201,904,305
Effect of dilutive securities:
Stock options and restricted stock 9,914,361
7,641,823
9,311,710
6,951,096
Convertible senior notes 7,929,982
7,929,982
—
—
Weighted average common shares—diluted 223,132,186
217,690,217
213,886,452
208,855,401

The following table shows securities excluded from the calculation of diluted net ~~income (loss)~~loss per common share because such securities are anti-dilutive:


	Three Months Ended June 30,		Six Months Ended June 30,
	2021	2020	2021	2020
Options to purchase shares of common stock	7,797,075	10,197,507	7,797,075	10,197,507
Restricted stock and deferred stock—unvested	3,007,032	5,150,289	3,007,032	5,150,289

Conversion shares related to the convertible senior notes	11,864,035	11,864,035	11,864,035	11,864,035
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	22,668,142	27,211,831	22,668,142	27,211,831

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
Options to purchase shares of common stock 8,000
1,726,732
810,796
5,309,138
Restricted stock awards—unvested 196,484
316,810
219,084
319,310
Conversion shares related to the convertible senior notes —
—
7,929,982
7,929,982
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 204,484
2,043,542
8,959,862
13,558,430

NOTE 6—9—REVENUE RECOGNITION

The global COVID-19 pandemic has significantly impacted the recognition of revenue for our Concerts, Ticketing and Sponsorship & Advertising segments. Beginning in mid-March 2020, we ceased all of our tours and closed our venues to support global efforts at social distancing to mitigate the spread of the virus, and to comply with restrictions put in place by various governmental entities. We are beginning to see the positive impacts of successful vaccination rollouts in many of our key markets with social distancing restrictions easing and live events resuming late in the second quarter.

For our Concerts segment, the impact is partially a delay in the timing of revenue recognition as many events have been or are being rescheduled to dates later in 2021 or 2022. For events that have been cancelled as of June 30, 2021, the deferred revenue has been reclassified to accrued expenses on our consolidated balance sheets where not already refunded to the fan. In certain markets, we are offering fans an incentive to receive a voucher for a future ticket purchase to one of our events in lieu of receiving a refund for the cancelled event. Where a fan has elected to receive the incentive voucher, the cash from the original ticket purchase remains in deferred revenue. For certain of our rescheduled events, we are offering a limited refund window for fans to request a refund. Where a fan has elected to receive a refund for a rescheduled event and where we have estimated future refunds, the deferred revenue has been reclassified to accrued expenses if not already refunded. The estimate of future refunds was developed by applying the percentage of future shows we believe could be rescheduled to the deferred revenue balances as of June 30, 2021 for those impacted quarters, and then applying a venue-specific refund take rate. The venue-specific refund take rates were based on the refunds we have issued since we ceased all our tours and closed our venues in mid-March 2020 through the end of the first quarter of 2021.

For our Ticketing segment, the impact is similar to the Concerts segment if the tickets sold for an event are controlled by our concert promoters. For the Ticketing segment’s third-party clients, previously recognized service charges are reversed from revenue when the event is cancelled or a refund is issued for a rescheduled event, including refunds issued after the balance sheet date but prior to the filing of our consolidated financial statements. The revenue reversal is reflected as accrued expenses on our consolidated balance sheets where not already refunded to the fan. The timing of our third-party clients’ event cancellations and rescheduling of postponed events versus new events available for sale can result in refunds of service charges exceeding quarterly sales resulting in negative revenue for that period.

For our Sponsorship & Advertising segment, the impact is partially a delay in the timing of revenue recognition due to our concert events being rescheduled, our venues being closed along with the limited number of events that were available for sale on our websites. In response to the impacts we are experiencing from the global COVID-19 pandemic, we have amended or are continuing negotiations with certain of our sponsors to either provide additional benefits when our venues reopen and our concert events resume or extend the term of the agreement with no additional benefits to the sponsor.

Concerts revenue, including intersegment revenue, for the three and six months ended June 30, 2021 and 2020 are as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020		2021			2020
	(in thousands)
Total Concerts Revenue	$	286,958		$	141,823	$	526,374		$	1,135,216
Percentage of consolidated revenue	49.8		%	*		60.7		%	78.8		%

Our Concerts segment generates revenue from the promotion or production of live music events and festivals in our owned or operated venues and in rented third-party venues, artist management commissions and the sale of merchandise for music artists at events. As a promoter and venue operator, we earn revenue primarily from the sale of tickets, concessions, merchandise, parking, ticket rebates or service charges on tickets sold by Ticketmaster or third-party ticketing agreements, and rental of our owned or operated venues. As an artist manager, we earn commissions on the earnings of the artists and other clients we represent, primarily derived from clients’ earnings for concert tours. Over 95% of Concerts’ revenue, whether related to promotion, venue operations, artist management or artist event merchandising, is recognized on the day of the related event. The majority of consideration for our Concerts segment is collected in advance of, or on the day, of the event. Consideration received in advance of the event is recorded as deferred revenue or in other long-term liabilities if the event is more than twelve months from the balance sheet date. Any consideration not collected by the day of the event is typically received within three months after the event date.

Ticketing revenue, including intersegment revenue, for the three and six months ended June 30, 2021 and 2020 are as follows:


	Three Months Ended June 30,					Six Months Ended June 30,
	2021			2020		2021			2020
	(in thousands)
Total Ticketing Revenue	$	244,001		$	(87,019)	$	272,323		$	197,258
Percentage of consolidated revenue	42.4		%	*		31.4		%	13.7		%

Ticket fee revenue is generated from convenience and order processing fees, or service charges, charged at the time a ticket for an event is sold in either the primary or secondary markets. Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients, which include venues, concert promoters, professional sports franchises and leagues, college sports teams, theater producers and museums. Our Ticketing segment records revenue arising from convenience and order processing fees, regardless of whether these fees are related to tickets sold in the primary or secondary market, and regardless of whether these fees are associated with our concert events or third-party clients’ concert events. Our Ticketing segment does not record the face value of the tickets as revenue. Ticket fee revenue is recognized when the ticket is sold for third-party clients and secondary market sales, as we have no further obligation to our client’s customers following the sale of the ticket. For our concert events where our concert promoters control ticketing, ticket fee revenue is recognized when the event occurs because we also have the obligation to deliver the event to the fan. The delivery of the ticket to the fan is not considered a distinct performance obligation for our concert events because the fan cannot receive the benefits of the ticket unless we also fulfill our obligation to deliver the event. The majority of ticket fee revenue is collected within the month of the ticket sale. Revenue received from the sale of tickets in advance of our concert events is recorded as deferred revenue or in other long-term liabilities if the date of the event is more than twelve months from the balance sheet date. Reported revenue is net of any refunds made or committed to and the impact of any cancellations of events that occurred during the period up to the time of filing these consolidated financial statements.

Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to our clients pursuant to ticketing agreements and are reflected in prepaid expenses or in long-term advances if the amount is expected to be recouped or recognized over a period of more than twelve months. Recoupable ticketing contract advances are generally recoupable against future royalties earned by the client, based on the contract terms, over the life of the contract. Royalties are typically earned by the client when tickets are sold. Royalties paid to clients are recorded as a reduction to revenue when the tickets are sold and the corresponding service charge revenue is recognized. Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by us to certain clients to secure the contract and are typically amortized over the life of the contract on a straight-line basis as a reduction to revenue.

At June 30, 2021 and December 31, 2020, we had ticketing contract advances of $74.1 million and $63.5 million, respectively, recorded in prepaid expenses and $84.2 million and $87.0 million, respectively, recorded in long-term advances on the consolidated balance sheets. We amortized $18.1 million and $13.3 million for the three months ended June 30, 2021 and 2020, respectively, and $28.7 million and $32.1 million for the six months ended June 30, 2021 and 2020, respectively, related to non-recoupable ticketing contract advances.

Sponsorship & Advertising

Sponsorship & Advertising revenue, including intersegment revenue, for the three and six months ended June 30, 2021 and 2020 are as follows:


	Three Months Ended June 30,						Six Months Ended June 30,
	2021			2020			2021			2020
	(in thousands)
Total Sponsorship & Advertising Revenue	$	44,561		$	18,372		$	67,208		$	108,633
Percentage of consolidated revenue	7.7		%	24.8		%	7.8		%	7.5		%

Our Sponsorship & Advertising segment generates revenue from sponsorship and marketing programs that provide its sponsors with strategic, international, national and local opportunities to reach customers through our venue, concert and ticketing assets, including advertising on our websites. These programs can also include custom events or programs for the

sponsors’ specific brands, which are typically experienced exclusively by the sponsors’ customers. Sponsorship agreements may contain multiple elements, which provide several distinct benefits to the sponsor over the term of the agreement, and can be for a single or multi-year term. We also earn revenue from exclusive access rights provided to sponsors in various categories such as ticket pre-sales, beverage pouring rights, venue naming rights, media campaigns, signage within our venues, and advertising on our websites. Revenue from sponsorship agreements is allocated to the multiple elements based on the relative stand-alone selling price of each separate element, which are determined using vendor-specific evidence, third-party evidence or our best estimate of the fair value. Revenue is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs. Revenue is collected in installment payments during the year, typically in advance of providing the benefit or the event. Revenue received in advance of the event or the sponsor receiving the benefit is recorded as deferred revenue or in other long-term liabilities if the date of the event is more than twelve months from the balance sheet date.

At June 30, 2021, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.0 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 22%, 34%, 16% and 28% of this revenue in the remainder of 2021, 2022, 2023 and thereafter, respectively.

The majority of our deferred revenue is typically classified as current and is shown as a separate line item on the consolidated balance sheets. Deferred revenue that is not expected to be recognized within the next twelve months is classified as long-term and reflected in other long-term liabilities on the consolidated balance sheets. We had current deferred revenue of $1.8 billion and $1.4 billion at December 31, 2020 and 2019, respectively.

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and six months ended June 30, 2021 and 2020:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands)
Concerts	$	14,471	$	11,329	$	52,295	$	269,359
Ticketing	3,370		4,242		7,791		21,196
Sponsorship & Advertising	9,050		3,094		14,633		16,584
Other & Corporate	0		562		0		2,038
	$	26,891	$	19,227	$	74,719	$	309,177

As of June 30, 2021, approximately 45.7% of the current deferred revenue balance from December 31, 2020 is expected to be recognized in 2021 and thus such amounts remain in current deferred revenue. In addition, as of June 30, 2021, approximately 8.6% of the current deferred revenue balance from December 31, 2020 has been or is expected to be refunded to fans as the corresponding events have been cancelled or refunds were or are expected to be requested for rescheduled events, and thus such amounts have been reclassified to accrued expenses if not already refunded. Our long-term deferred revenue balance has increased as events have been rescheduled into the third and fourth quarters of 2022 in markets still experiencing impacts from the global COVID-19 pandemic. We had long-term deferred revenue of $442.1 million and $88.6 million at June 30, 2021 and December 31, 2020, respectively, which is reflected in other long-term liabilities on the consolidated balance sheets.

NOTE 10—STOCK-BASED COMPENSATION

The following is a summary of stock-based compensation expense recorded during the respective periods:


	Three Months Ended June 30,				Six Months Ended June 30,
	2021		2020		2021		2020
	(in thousands)
Selling, general and administrative expenses	$	3,736	$	30,249	$	31,810	$	35,212
Corporate expenses	9,094		8,289		21,037		15,058
Total	$	12,830	$	38,538	$	52,847	$	50,270

The decrease in stock-based compensation expense for the three months ended June 30, 2021 as compared to the same period of the prior year is primarily due to the issuance of restricted stock awards in the second quarter of 2020 in lieu of cash payments for certain compensation owed to employees, as part of our cash savings initiative in connection with the global COVID-19 pandemic.

NOTE 11—SEGMENT DATA

~~The Company’s~~Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising and Ticketing. Prior to 2017, the Company reported an Artist Nation segment, which is now included in its Concerts segment based on the Company’s belief that the strategy behind artist management is to provide a full range of services related to concert promotion and to expand the Concerts line of business. In connection with this, there has been a change in the way the chief operating decision maker, as defined in the FASB guidance, makes decisions around allocations of resources and management responsibilities for this business.

~~The~~Advertising. Our Concerts segment involves the promotion of live music events globally in ~~the Company’s~~our owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation or streaming of associated content and the provision of management and other services to artists. ~~The~~Our Ticketing segment involves the management of our global ticketing operations, including providing ticketing software and services to clients, and consumers with a marketplace, both online and mobile, for tickets and event information, and is responsible for our primary ticketing website, www.ticketmaster.com. Our Sponsorship & Advertising segment manages the development of strategic sponsorship programs in addition to the sale of international, national and local sponsorships and ~~the~~ placement of advertising such as signage, promotional programs, rich media offerings, including advertising associated with live streaming and music-related ~~original~~ content, and ads across ~~the Company’s~~our distribution network of venues, events and websites. The Ticketing segment involves the management of the Company’s global ticketing operations, including providing ticketing software and services to clients, ticket resale services and online access for customers relating to ticket and event information, and is responsible for the Company’s primary ticketing website, ~~www.ticketmaster.com~~.

Revenue and expenses earned and charged between segments are eliminated in consolidation. ~~The Company’s~~Our capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced by reimbursements received from outside parties such as landlords and noncontrolling interest partners or replacements funded by insurance proceeds.

~~The Company manages its~~We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, ~~the Company’s~~our management to allocate resources to or assess performance of ~~the~~our segments, and therefore, total segment assets have not been presented.

The following table presents the results of operations for ~~the Company’s~~our reportable segments for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 and ~~2016~~:2020:


	Concerts		Ticketing		Sponsorship & Advertising		Other		Corporate		Eliminations		Consolidated
	(in thousands)
Three Months Ended June 30, 2021
Revenue	$	286,958	$	244,001	$	44,561	$	815	$	0	$	(389)	$	575,946
Direct operating expenses	172,176		59,301		12,032		0		0		(389)		243,120
Selling, general and administrative expenses	202,697		105,987		19,696		514		0		0		328,894
Depreciation and amortization	58,450		34,888		7,507		11		2,791		0		103,647
Gain on disposal of operating assets	(28)		0		0		0		0		0		(28)
Corporate expenses	0		0		0		0		27,598		0		27,598
Operating income (loss)	$	(146,337)	$	43,825	$	5,326	$	290	$	(30,389)	$	0	$	(127,285)
Intersegment revenue	$	(591)	$	980	$	0	$	0	$	0	$	(389)	$	—

Concerts Sponsorship
& Advertising Ticketing Other Corporate Eliminations Consolidated
(in thousands)
Depreciation and amortization 144,917
19,512
140,881
327
3,262
(3,082 ) 305,817
Loss (gain) on disposal of operating assets (609 ) —
65
—
37
—
(507 )
Corporate expenses —
—
—
—
97,711
—
97,711
Operating income (loss) $ 46,078
$ 203,515
$ 152,328
$ (7,497 ) $ (101,010 ) $ —
$ 293,414
Intersegment revenue $ 122,455
$ —
$ 9,133
$ —
$ —
$ (131,588 ) $ —
Capital expenditures $ 83,612
$ 4,753
$ 69,667
$ 66
$ 26,195
$ —
$ 184,293
Nine Months Ended September 30, 2016
Revenue $ 5,080,877
$ 288,923
$ 1,305,577
$ 4,485
$ —
$ (122,472 ) $ 6,557,390
Direct operating expenses 4,219,599
44,711
673,990
149
—
(120,555 ) 4,817,894
Selling, general and administrative expenses 701,093
50,540
363,336
11,483
—
—
1,126,452
Depreciation and amortization 146,013
13,777
132,789
2,053
2,526
(1,917 ) 295,241
Loss (gain) on disposal of operating assets (162 ) —
44
—
117
—
(1 )
Corporate expenses —
—
—
—
85,649
—
85,649
Operating income (loss) $ 14,334
$ 179,895
$ 135,418
$ (9,200 ) $ (88,292 ) $ —
$ 232,155
Intersegment revenue $ 115,762
$ —
$ 6,710
$ —
$ —
$ (122,472 ) $ —
Capital expenditures $ 51,353
$ 1,318
$ 64,513
$ 777
$ 5,454
$ —
$ 123,415

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

“Live Nation” (which may be referred to as the “Company,” “we,” “us” or “our”) means Live Nation Entertainment, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.

Special Note About Forward-Looking Statements

Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,~~��~~” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II II—Other Information—Item 1A.—Risk Factors, in Part I I—Item IA.—Risk Factors of our ~~2016~~2020 Annual Report on Form 10-K as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any risk or uncertainty that has already materialized, such as, for example, the risks and uncertainties posed by the global COVID-19 pandemic, worsen in scope, impact or duration, or should one or more of ~~these~~the currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend to update these forward-looking statements, except as required by applicable law.

~~Executive Overview~~

The unprecedented and rapid spread of ~~2017,~~COVID-19 and the related government restrictions and social distancing measures implemented throughout the world have significantly impacted our ~~total revenue increased by $389 million, or 12%,~~business. Beginning in March 2020, large public events were cancelled, governmental authorities began imposing restrictions on ~~a reported basis as compared to last year, or $353 million, an 11% increase, without~~non-essential activities, and businesses suspended activities around the world. As the impact of ~~changes~~the global COVID-19 pandemic became clearer, we ceased all Live Nation tours and closed our venues in ~~foreign exchange rates.~~ mid-March 2020 to support global efforts at social distancing and mitigating the virus, and to comply with restrictions put in place by various governmental entities, which has had a materially negative impact on our revenue and financial position. We are beginning to see the positive impacts of successful vaccination rollouts in many of our key markets with social distancing restrictions easing and live events resuming late in the second quarter.

The impact of the global COVID-19 pandemic to our operating results are discussed in Part I—Financial Information—Item 1. Financial Statements—Note 2—COVID-19 Impacts.

Cash and available liquidity

We currently have approximately $970.8 million available for future borrowings under our senior secured credit facility, including $400 million in undrawn term loan A capacity and $570.8 million in available revolver capacity, net of outstanding letters of credit. In January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028. We will continue to evaluate future financing opportunities to further expand liquidity at reasonable costs. Additionally, our senior secured credit facility has a $500 million liquidity covenant (as defined in the agreement) until the earlier of (a) December 31, 2021 and (b) at our election, any fiscal quarter prior to December 31, 2021, when we will revert to a net leverage covenant. We believe these allow us the flexibility to manage our business through the disruption that we continue to experience into 2021.

As of June 30, 2021, our total cash and cash equivalents balance was $4.0 billion, which included $1.1 billion of ticketing client cash. We believe this cash, net of client cash, together with our available debt capacity of $970.8 million, gives us the

liquidity to fund our operations during the pandemic. Our total cash includes event-related deferred revenue ~~increase was~~for which the amount can fluctuate over the course of the year, but given the shift of shows into the second half of 2021 and 2022, we expect this number to remain above seasonally normal levels throughout 2021.

Event-related deferred revenue consists of cash held by our Concerts segment for future shows, with roughly half the funds associated with upcoming shows in the United States and half for international shows as of June 30, 2021. In the United States, the funds are largely ~~driven~~associated with shows in our owned or operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, the funds held are from a combination of both shows in our owned or operated venues, as well as shows in third-party venues associated with our promoter share of tickets in allocation markets. We do not otherwise generally hold funds for concerts being held in third-party buildings. In the United States, venues traditionally hold all funds, and internationally either the venue holds all funds or holds the portion of funds associated with their ticket allocation.

Cost and Cash Management Programs

Given the uncertainty associated with the duration of current conditions globally, we have implemented a number of initiatives to reduce fixed costs and conserve cash. As part of these cost reduction efforts, we implemented salary reductions for most of our employees, with salaries for senior executives reduced by ~~growth~~up to 60% during 2020. We began eliminating the salary reductions in January 2021 and have fully restored salaries during the second quarter. Additional cost reduction efforts include hiring freezes, reduction in the use of contractors, rent re-negotiations, furloughs, termination of certain employees and reduction or elimination of other discretionary spending, including, among other things, travel and entertainment, repairs and maintenance, and marketing.

We are also making use of government support programs globally. In most European and Asian markets, including the United Kingdom, Germany, Italy, France, Spain and Australia, there were payroll support programs to mitigate a substantial portion of employee costs, some of which are continuing into 2021. Additionally, in the United States, we have filed for payroll support under the Employee Retention Credit program established as part of the 2020 CARES Act. Finally, the CARES Act also provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due December 31, 2021 and the remaining 50% due December 31, 2022.

We are further protecting our cash outflows by reducing advances in both our ~~Concerts~~ticketing and ~~Ticketing segments.~~concert businesses, re-assessing all capital expenditure projects and evaluating all other cash deployment activities. As a result of these initiatives and government support programs, in 2020 we achieved over $950 million in cost reductions and the elimination or deferral into 2021 of $1.6 billion in cash outflows, which primarily includes the cost reductions discussed above along with lower capital expenditures, acquisition payments, and concert and ticketing advances. We believe this aggressive cost and cash management program, combined with a strong liquidity profile, has positioned us to manage through the global COVID-19 pandemic-related hold on show activity and provides the flexibility to scale up quickly as shows are restarting.

Based on these actions and assumptions regarding the impact of the global COVID-19 pandemic, we believe that we will remain in compliance with our debt covenants throughout 2021 and be able to generate sufficient liquidity to satisfy our obligations for the next twelve months, prior to giving effect to any additional financings that may occur. Our forecasted expense management and liquidity measures may be modified as we get more clarity on the timing of events. We cannot assure you that our assumptions used to estimate our liquidity requirements will be correct because we have never previously experienced a complete cessation of our live events and the magnitude, duration and speed of the global pandemic is unknown, and as a consequence, our ability to be predictive is uncertain.

Health and Safety and Implementing a Return to Business

We are currently implementing steps for the health and safety of our employees as they return to work in our offices in the future, and for our artists and fans as they return to live events. We will return to work in local markets only after there is clear guidance that the time is right to do so, and then in appropriate numbers with expanded cleaning and any social distancing or other regulations. Similarly, we are resuming concerts when the time is right on a market by market basis. We recognize that as concerts have started back up, the experience at our venues has changed, and are working with medical experts and public health officials to implement safety precautions and protocols necessary for fans to return to enjoy our shows. Fan surveys indicate that the demand will be there when the shows return, with 95% of fans expecting to attend concerts again once the pandemic is over. The ~~Concerts growth was due~~reopening of concerts is happening on a market by market basis, and given we operate in 46 countries globally, the timelines will vary from now to annot for several months or beyond. The length and severity of the impact to live events and our related sponsorship and ticketing businesses is still uncertain. We are beginning to see the positive impacts of successful vaccination rollouts in many of our key markets with social distancing restrictions easing and live events resuming late in the second quarter. Activity levels are beginning to increase in the ~~number~~second half of 2021 led by outdoor events and ~~fans attending these events which also drove our highest quarterly concert attendance ever. In Ticketing, strong primary~~festivals in the United States and ~~secondary ticket sales drove~~United Kingdom. We expect that most tours will resume and larger venues will reopen in the ~~increase in revenue. Our~~second half of 2021 and that the underlying business will begin generating operating income ~~for the quarter improved by 5% compared to the third quarter~~once again.

While this disruption has had a material impact on our ~~segments. For the first nine months of 2017, our total revenue grew $1.23 billion, or 19%, on a reported basis~~business, as compared to last year, or $1.25 billion, a 19% increase, without the impact of changes in foreign exchange rates. All three of our segments delivered strong revenue increases in the first nine months of the year, underscoring the continued success of our strategic initiatives and the underlying health of the live event, advertising and ticketing businesses. As the leading global live event and ticketing company we believe that we are well-positioned to provide the best service to artists, teams, fans and venues as business resumes. Twenty years of global growth demonstrates the resilience of fan demand for the live entertainment experience.

Since the onset of the COVID-19 pandemic, we have held very few traditional concerts in order to ensure the safety of our fans, artists, and ~~therefore drive growth across all~~employees. Coupled with minimal sponsor engagement and ticket sales, it has been a challenging environment for our ~~businesses. By leveraging~~company, but one that we met with prudent cost reductions, focused cash management strategies, and a streamlined organization to overcome this unprecedented hurdle. After supporting worldwide efforts to mitigate the spread of the virus, we began to see the positive impacts of successful vaccination rollouts in key markets with social distancing restrictions easing and live shows returning by the end of the quarter. While our ~~leadership position~~Concerts number of fans and events did not return to historic levels in the ~~entertainment industry~~second quarter, we saw our major markets removing capacity limits, particularly in the United States, where planning for live shows have resumed. Our Ticketing segment had a significant increase in ticket sales in the second quarter; a key leading indicator that fans are eager to ~~reach~~see their favorite stars performing live in the near future. The effects of the pandemic are still impacting us, but we are taking steps towards welcoming back fans, artists and employees to our live world.

With our reopening gaining traction, our revenue increased by $502 million in the second quarter, from $74 million in 2020 to $576 million in 2021. All three of our segments reported revenue growth due to more events, higher ticket sales, and increased sponsor fulfillment over the past three months. As a result, our operating loss improved by $461 million, or 78%, from $588 million in 2020 to $127 million in 2021. The improvement resulted from both increased events and ticket sales as well as reduced ticket refunds and sunk costs in the second quarter. For the first six months of 2021, our revenue decreased by $573 million, from $1.4 billion in 2020 to $867 million in 2021, which was largely due to normal pre-pandemic operations from January through mid-March of 2020 compared to a full shut-down for the ~~live concert experience, we believe~~first quarter of 2021. However, our operating loss improved by $331 million or 43%, from $761 million in 2020 to $430 million in 2021, despite the decrease in revenue. The increase was due to the revenue impacts that ~~we will sell more tickets~~drove our second quarter improvement as well as lower fixed costs in the first half of this year. For the second quarter and ~~grow~~year-to-date, the impact of changes in foreign exchange rates did not materially impact our ~~Sponsorship & Advertising segment revenue.~~year-over-year variances.

Our Concerts segment revenue for the second quarter increased by ~~$295~~$145 million, from $142 million in 2020 to $287 million in 2021. The revenue growth was a result of increased shows and fans this quarter. The number of events for the second quarter of 2021 was over 1,600 compared to approximately 100 events in the second quarter of last year. The number of fans grew from approximately 50,000 in the second quarter of 2020, to 1.3 million in the second quarter of 2021. The growth was largely in the United States and our Asia-Pacific markets. Concerts operating loss for the second quarter improved by $134 million, from $280 million in 2020 to $146 million in 2021. The improvement was primarily due to more shows this year as well as sunk costs recorded in the second quarter of last year for advertising expenses and other costs associated with shows cancelled or rescheduled due to the pandemic. For the first six months, our Concerts segment revenue decreased by $609 million, from $1.1 billion in 2020 to $526 million in 2021. The growth in the second quarter was more than offset by the revenue generated in January through mid-March of 2020 when our business was fully open. Despite the decline in revenue, Concerts operating loss for the first six months improved by $149 million, or ~~11%~~34%, onfrom $441 million in 2020 to $292 million in 2021. This was partially driven by the sunk cost impact in the second quarter of 2020 as well as lower fixed costs in the first six months of 2021 compared to the first six months of 2020.

Our Ticketing segment revenue for the second quarter increased by $331 million, from negative $87 million in 2020 to positive $244 million in 2021. The improvement resulted from an increase in ticket sales, stronger pricing, and a ~~reported basis~~reduction in ticket refunds this year. Excluding refunds, we sold 30 million tickets in the second quarter of this year compared with 2 million tickets in the second quarter of last year. The improvement was almost entirely driven by sales in the United States, largely for concert and sporting events. Refunded tickets declined from 11 million in the second quarter of last year to 4 million in the second quarter of this year. Ticketing operating income for the second quarter improved by $311 million, from a $267 million loss in 2020 to income of $44 million in 2021. The improvement in operating results was largely driven by increased ticket sales, strong ticket pricing, reduced ticket refunds, and lower fixed costs. For the first six months, Ticketing revenue increased by $75 million, from $197 million in 2020 to $272 million in 2021, an improvement of 38%. This was mostly driven by the reduction in refunds across our global Ticketing segment. Refunded tickets declined from 18 million for the first six months of last year to 7 million for the first six months of this year. Operating loss improved by $206 million, or 73%, from $283 million in 2020 to $77 million in 2021. This was largely driven by reduced ticket refunds as well as cost savings in the first six months of this year as compared to last year, or $265 million, a 10% increase, without the impact of changes in foreign exchange rates. This increase was largely due to significant growth in arena and stadium activity in both North America and Europe with shows by artists including U2, Coldplay, Guns N’ Roses, and Metallica. Our onsite initiatives resulted in near double-digit growth in our amphitheater ancillary revenue per fan, which was driven by various programs including our enhanced beverage program, increasing our points of sale, and introducing specialty food concepts. We have also seen success in our effort to improve the sell-through price on our best available seats in our amphitheaters this season. Our premium and platinum initiatives are growing the event revenue and we are implementing our pricing strategies with greater precision and greater sensitivity to unique market and tour conditions. Attendance at our international shows was up in the quarter, driven by significant increases in our arena and stadium events. Our Concerts segment operating results for the quarter exceeded last year and this was again largely driven by the high volume of arena and stadium activity as well as our onsite revenue growth initiatives.

For the first nine months, our Concerts segment was the largest contributor to our overall revenue growth, with an increase of $972 million, or 19%, on a reported basis as compared to last year, or $985 million, a 19% increase, without the impact of changes in foreign exchange rates. As in the second quarter, this higher revenue was largely due to an increase in the

number of arena and stadium shows in North America and Europe. For the first nine months of the year, there has been a 16% increase in the overall number of fans attending our shows as compared to the first nine months of 2016. Operating income for the first nine months of the year was up due to the higher number of shows in arenas and stadiums as well as our ticket pricing and onsite initiatives. We will continue to look for expansion opportunities, both domestically and internationally, as well as ways to market our events more effectively, in order to continue to expand our fan base and geographic reach and to sell more tickets and advertising.year.

Our Sponsorship & Advertising segment revenue for the second quarter increased by $26 million, from $18 million in 2020 to $45 million in 2021. The improvement was ~~up $22~~due to higher activations with our marketing partners due to more events going on sale, venues re-opening, and supplying more advertising content to our clients. Operating income for the second quarter increased by $17 million, ~~or 16%, on~~from a ~~reported basis as compared~~loss of $11 million in 2020 to ~~last year, or $20~~income of $5 million ~~a 15% increase, without~~in 2021. The improvement was due

to more sponsor and online advertising activations resulting from the ~~impact~~restart of ~~changes~~live events and rapidly increasing ticket sales, particularly in ~~foreign exchange rates. Higher revenue resulted from new clients and growth in our online business, which also improved our operating income.~~

the United States. For the first ~~nine~~six months, Sponsorship & Advertising revenue ~~was up $58~~decreased by $41 million, ~~or 20%, on a reported basis as compared~~from $109 million in 2020 to ~~last year, or $59~~$67 million ~~a 20% increase, without the impact of changes~~ in foreign exchange rates. Our focus on building new venue products and expanding our digital reach has generated new opportunities for growth. Our festival apps and podcasts are attracting new fans and giving sponsors additional platforms for reaching consumers. Lastly, we are seeing increases from our Germany market expansion. We believe that our extensive onsite and online reach, global venue distribution network, artist relationships and ticketing operations are the key to securing long-term sponsorship agreements with major brands, and we plan to expand these assets while extending further into new markets internationally.

Our Ticketing segment revenue for the third quarter increased by $76 million, or 17%, on a reported basis as compared to last year, or $72 million, a 16% increase, without the impact of changes in foreign exchange rates. This increase was due to2021. The growth in ~~fee-bearing ticket sales. We delivered strong growth~~the second quarter was more than offset by the revenue generated in ~~ticket sales globally for~~January through mid-March of 2020 when our Ticketing segment in the quarter, driven by high demand for concert tickets and continued positive fan reaction to our integrated ticketing platform. Our improvements to our fan-focused website continued to favorably impact our conversion rates in the third quarter as well.

~~For the first nine months, Ticketing revenue~~business was up $205 million, or 16%, on a reported basis as compared to last year, or $212 million, a 16% increase, without the impact of changes in foreign exchange rates. We have sold 147 million fee-bearing tickets worldwidefully open. Operating income for the first ~~nine~~six months decreased by $28 million, from $27 million of income in 2020 to a ~~10% increase over last year, and our total fee-bearing gross transaction value grew by 14%~~loss of $1 million in 2021 for the same ~~period. In~~reason.

Even as we begin to see sales returning and events happening in key markets, we continue to focus on mitigating the ~~first nine months~~financial impact of the ~~year,~~shutdown. We are balancing our ramp-up with the cost-savings initiatives we ~~continued to see growth~~implemented across the organization and are also protecting our liquidity by tightly managing cash outflows associated with all our major expenditures: operating expenses, capital expenditures, acquisitions, and advances in both our ~~mobile ticket sales with an increase of 34%~~ticketing and ~~mobile now represents over 30% of our total ticket sales. Our international markets had a very strong first nine months~~concert businesses. The pace of the ~~year with double-digit ticket sales growth across Europe.~~recovery will depend on each market’s containment efforts and expeditious rollout of approved vaccines and treatments for COVID-19. We will continue to implement new features to drive further expansion of mobile ticket transactions and invest in initiatives aimed at improving the ticket search, purchase and transfer process which we expect will attract more ticket buyers and enhance the overall fan and venue client experience.

~~We continue to be~~remain optimistic about the long-term potential of our company and ~~are focused on~~ the ~~key elements~~unique power of live shows to unite people. We believe our ~~business model: expand our concert platform, drive conversion of ticket sales through social~~aggressive cost-savings and ~~mobile channels, sell more tickets for our Ticketmaster clients, deliver to our fans~~cash management programs, combined with a ~~fully integrated offering of primary and secondary tickets, grow our sponsorship and online revenue, and drive cost efficiencies.~~

We were incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel Communications, Inc. of substantially all of its entertainment assets and liabilities to us. We completed the separation on December 21, 2005, and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.”

~~On January 25, 2010, we merged with Ticketmaster Entertainment LLC and it became a wholly-owned subsidiary of Live Nation. Effective with the merger,~~strong liquidity profile, position Live Nation ~~Inc. changed~~to manage out of the global COVID-19 pandemic and its ~~name~~impact on live events and provides us the flexibility to ~~Live Nation Entertainment, Inc.~~scale up quickly as shows resume.

Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising and Ticketing. Prior to 2017, we reported an Artist Nation segment, which is now included in our Concerts segment. See further discussion of the segment change in Item 1.—Financial Statements—Note 6—Segment Data.Advertising.

Our Concerts segment principally involves the global promotion of live music events in our owned or operated venues and in rented third-party venues, the operation and management of music venues, the production of music festivals across the world, the creation of associated content and the provision of management and other services to artists. While our Concerts segment operates year-round, we experience higher revenue during the second and third quarters due to the seasonal nature of shows at our outdoor amphitheaters and festivals, which primarily occur from May through October. Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs incurred during the year for shows in future years are expensed at the end of the year.

If a current year event is rescheduled into a future year, all advertising costs incurred to date are expensed in the period when the event is rescheduled.

Concerts direct operating expenses include artist fees, event production costs, show-related marketing and advertising expenses, along with other costs.

To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of owned or operated and third-party venues, talent fees, average paid attendance, market ticket pricing, advance ticket sales and the number of major artist clients ~~represented.~~under management. In addition, at our owned or operated venues and festivals, we monitor ancillary revenue per fan and premium ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

~~Sponsorship & Advertising~~Ticketing

Our Sponsorship & Advertising segment employs a sales force that creates and maintains relationships with sponsors through a combination of strategic, international, national and local opportunities that allow businessesRevenue related to ~~reach customers through our concerts, venue, artist relationship and~~ ticketing assets, including advertising on our websites. We drive increased advertising scale to further monetize our concerts platform through rich media offerings including advertising associated with live streaming and music-related original content. We work with our corporate clients to help create marketing programs that drive their business goals and connect their brands directly with fans and artists. We also develop, book and produce custom events or programsservice charges is recognized when the ticket is sold for our ~~clients’ specific brands which are typically experienced exclusively by~~third-party clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized when the clients’ consumers. These custom events can involve live music events with talent and media, using both online and traditional outlets. We typically experience higher revenue in the second and third quarters, as a large portion of sponsorships are associated with shows at our outdoor amphitheaters and festivals, which primarily occur from May through October.

~~Direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.~~

To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements, the percentage of expected revenue under contract and online advertising revenue. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

~~Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients and retains a service charge for these services.~~event occurs. Gross transaction value ~~or GTV,~~(“GTV”) represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. ~~Service charges~~We use GTV to evaluate changes in ticket fee revenue that are ~~generally based on a percentage~~driven by the pricing of the face value or a fixed fee. We sell tickets through websites, mobile apps, ticket outlets and telephone call centers. Our ticketing sales are impacted by fluctuations in the availability of events for sale to the public, which may vary depending upon scheduling by our clients. We also offer ticket resale services, sometimes referred to as secondary ticketing, primarily through our integrated inventory platform, league/team platforms and other platforms internationally. Our Ticketing segment manages our online activities including enhancements to our ticketing websites and product offerings. Through our websites, we sell tickets to our own events as well as tickets for our clients and provide event information. Revenue related to ticketing service ~~charges is recognized when the ticket is sold for our outside clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized as the event occurs.~~charges.

Ticketing direct operating expenses include ~~ticketing client royalties~~call center costs and credit card fees, along with other costs.

To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our ~~primary and secondary~~ ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, cost of customer acquisition, the purchase conversion rate, the overall number of customers in our database, the number and percentage of tickets sold via mobile and the number of app installs. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Sponsorship & Advertising

Revenue related to sponsorship and advertising programs is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs.

Sponsorship & Advertising direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.

To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements and online advertising, and the percentage of expected revenue under contract. For business that is

conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Key Operating Metrics

⁽¹⁾

(1)Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.

(2)The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters control ticketing which are reported when the events occur. The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform. These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements, which may result in a negative number. Fee-bearing tickets sold above are net of refunds of 4.1 million and 10.7 million tickets for the three months ended June 30, 2021 and 2020, respectively, and 7.1 million and 18.0 million tickets for the six months ended June 30, 2021 and 2020, respectively.

Table of Contents

~~Reconciliation~~The following table sets forth the reconciliation of AOI to operating income (loss):


	Operating income (loss)		Stock- based compensation expense		Loss (gain) on disposal of operating assets		Depreciation and amortization		Amortization of non-recoupable ticketing contract advances		Acquisition expenses		AOI
	(in thousands)
Three Months Ended June 30, 2021
Concerts	$	(146,337)	$	2,469	$	(28)	$	58,450	$	—	$	1,397	$	(84,049)
Ticketing	43,825		1,072		—		34,888		19,631		—		99,416
Sponsorship & Advertising	5,326		195		—		7,507		—		—		13,028
Other and Eliminations	290		—		—		11		(1,524)		—		(1,223)
Corporate	(30,389)		9,094		—		2,791		—		984		(17,520)
Total	$	(127,285)	$	12,830	$	(28)	$	103,647	$	18,107	$	2,381	$	9,652
Three Months Ended June 30, 2020
Concerts	$	(279,851)	$	24,381	$	561	$	64,342	$	—	$	(20,128)	$	(210,695)
Ticketing	(267,193)		4,066		(1)		44,313		14,724		221		(203,870)
Sponsorship & Advertising	(11,217)		1,802		—		7,620		—		—		(1,795)
Other and Eliminations	(6,783)		—		(1)		4,385		(1,409)		—		(3,808)
Corporate	(23,023)		8,289		—		2,107		—		938		(11,689)
Total	$	(588,067)	$	38,538	$	559	$	122,767	$	13,315	$	(18,969)	$	(431,857)
Six Months Ended June 30, 2021
Concerts	$	(291,696)	$	19,944	$	110	$	121,336	$	—	$	(8,282)	$	(158,588)
Ticketing	(76,831)		8,878		—		71,366		32,054		1,197		36,664
Sponsorship & Advertising	(1,115)		2,988		—		14,671		—		—		16,544
Other and Eliminations	(141)		—		—		22		(3,326)		—		(3,445)
Corporate	(60,674)		21,037		—		5,128		—		1,242		(33,267)
Total	$	(430,457)	$	52,847	$	110	$	212,523	$	28,728	$	(5,843)	$	(142,092)
Six Months Ended June 30, 2020
Concerts	$	(440,982)	$	26,741	$	688	$	136,558	$	—	$	(21,872)	$	(298,867)
Ticketing	(283,053)		5,797		1		82,489		34,944		943		(158,879)
Sponsorship & Advertising	27,009		2,674		—		15,132		—		—		44,815
Other and Eliminations	(8,253)		—		—		4,438		(2,818)		—		(6,633)
Corporate	(55,458)		15,058		—		6,230		—		1,348		(32,822)
Total	$	(760,737)	$	50,270	$	689	$	244,847	$	32,126	$	(19,581)	$	(452,386)

Adjusted Operating Income (Loss)

AOI is a non-GAAP financial measure that we define as operating income (loss) before certain stock-based compensation expense, loss (gain) on disposal of operating assets, depreciation and amortization (including goodwill impairment), amortization of non-recoupable ticketing contract advances and acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation)~~, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets and certain stock-based compensation expense~~. We use AOI to evaluate the performance of our operating segments. We believe that information about AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results. AOI is not calculated or presented in accordance with GAAP. A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.

~~The following table sets forth the reconciliation of AOI to operating income (loss):~~

Operating
income
(loss)
Stock-
based
compensation
expense

Loss (gain)
on disposal of
operating
assets

Depreciation
and
amortization

Acquisition
expenses
AOI
(in thousands)
Three Months Ended September 30, 2017
Concerts $ 84,336
$ 1,886
$ (21 ) $ 52,344
$ 15,755
$ 154,300
Sponsorship & Advertising 106,689
346
—
6,601
—
113,636
Ticketing 54,051
1,068
58
50,318
274
105,769
Other and Eliminations (2,475 ) —
—
(1,273 ) —
(3,748 )
Corporate (41,254 ) 4,520
—
1,362
(72 ) (35,444 )
Total $ 201,347
$ 7,820
$ 37
$ 109,352
$ 15,957
$ 334,513
Three Months Ended September 30, 2016
Concerts $ 78,108
$ 2,661
$ 241
$ 52,188
$ (2,281 ) $ 130,917
Sponsorship & Advertising 95,462
305
—
4,448
—
100,215
Ticketing 53,331
744
13
47,113
500
101,701
Other and Eliminations (3,264 ) 17
—
361
25
(2,861 )
Corporate (32,351 ) 4,366
(1 ) 752
18
(27,216 )
Total $ 191,286
$ 8,093
$ 253
$ 104,862
$ (1,738 ) $ 302,756
Nine Months Ended September 30, 2017
Concerts $ 46,078
$ 6,620
$ (609 ) $ 144,917
$ 23,583
$ 220,589
Sponsorship & Advertising 203,515
1,028
—
19,512
—
224,055
Ticketing 152,328
3,057
65
140,881
1,782
298,113
Other and Eliminations (7,497 ) —
—
(2,755 ) —
(10,252 )
Corporate (101,010 ) 13,216
37
3,262
(47 ) (84,542 )
Total $ 293,414
$ 23,921
$ (507 ) $ 305,817
$ 25,318
$ 647,963
Nine Months Ended September 30, 2016
Concerts $ 14,334
$ 8,604
$ (162 ) $ 146,013
$ 3,573
$ 172,362
Sponsorship & Advertising 179,895
995
—
13,777
—
194,667
Ticketing 135,418
2,327
44
132,789
720
271,298
Other and Eliminations (9,200 ) 29
—
136
207
(8,828 )
Corporate (88,292 ) 13,282
117
2,526
64
(72,303 )
Total $ 232,155
$ 25,237
$ (1 ) $ 295,241
$ 4,564
$ 557,196

Table of Contents

AOI Margin

AOI margin is a non-GAAP financial measure that we calculate by dividing AOI by revenue. We use AOI margin to evaluate the performance of our operating segments. We believe that information about ~~the~~ AOI margin assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results. AOI margin is not calculated or presented in accordance with GAAP. A limitation of the use of AOI margin as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, ~~the~~ AOI margin should be considered in addition to, and not as a substitute for, operating ~~income (loss) margin, net~~ income (loss) margin, and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI margin as presented herein may not be comparable to similarly titled measures of other companies.

Constant Currency

Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.

Table of Contents

Segment Operating Results

Concerts

Our Concerts segment operating results were, and discussions of significant variances are, as follows:


	Three Months Ended June 30,					% Change	Six Months Ended June 30,						% Change
	2021			2020			2021			2020
	(in thousands)						(in thousands)
Revenue	$	286,958		$	141,823	*	$	526,374		$	1,135,216		(54)%
Direct operating expenses	172,176			182,217		(6)%	286,080			933,122			(69)%
Selling, general and administrative expenses	202,697			174,554		16%	410,544			505,830			(19)%
Depreciation and amortization	58,450			64,342		(9)%	121,336			136,558			(11)%
Loss (gain) on disposal of operating assets	(28)			561		*	110			688			*

Operating loss	$	(146,337)		$	(279,851)	48%	$	(291,696)		$	(440,982)		34%
Operating margin	(51.0)		%	*			(55.4)		%	(38.8)		%
AOI **	$	(84,049)		$	(210,695)	60%	$	(158,588)		$	(298,867)		47%
AOI margin **	(29.3)		%	*			(30.1)		%	(26.3)		%

Three Months Ended
September 30, %
Change Nine Months Ended
September 30, %
Change
2017 2016 2017 2016
(in thousands) (in thousands)
Revenue $ 2,939,387
$ 2,644,151
11% $ 6,052,515
$ 5,080,877
19%
Direct operating expenses 2,497,234
2,247,976
11% 5,057,567
4,219,599
20%
Selling, general and administrative expenses 305,494
265,638
15% 804,562
701,093
15%
Depreciation and amortization 52,344
52,188
—% 144,917
146,013
(1)%
Loss (gain) on disposal of operating assets (21 ) 241
* (609 ) (162 ) *
Operating income $ 84,336
$ 78,108
8% $ 46,078
$ 14,334
*
Operating margin 2.9 % 3.0 % 0.8 % 0.3 %
AOI** $ 154,300
$ 130,917
18% $ 220,589
$ 172,362
28%
AOI margin** 5.2 % 5.0 % 3.6 % 3.4 %

_______



*			Percentages are not meaningful.
**			See “—Non-GAAP Measures” above for the definition and reconciliation of AOI and AOI margin.

Three Months

Revenue

Concerts revenue increased ~~$295.2~~$145.1 million during the three months ended ~~September~~June 30, ~~2017~~2021 as compared to the same period of the prior ~~year. Excluding the increase of $30.6 million related to currency impacts, revenue increased $264.6 million, or 10%, on a constant currency basis. This increase was~~year primarily due to ~~more~~the resumption of shows in ~~arenas, stadiums~~major markets including the United States, Australia and ~~theaters and clubs globally, higher average attendance at our~~New Zealand as compared to the lack of events ~~and incremental revenue of $64.3 million from acquisitions, primarily of concert and festival promotion businesses. These increases were partially offset~~during the same period in 2020 driven by ~~fewer shows in our North America amphitheaters.~~the global COVID-19 pandemic.

Operating results

~~The increased~~Concerts operating ~~income for Concerts for~~loss decreased $133.5 million during the three months ended ~~September~~June 30, 2017 was primarily driven by improved operating results for arena events offset by higher compensation costs associated with salary increases and headcount growth, including recent acquisitions, and increased acquisition transaction expenses associated with changes in the fair value of acquisition-related contingent consideration.

~~Nine Months~~

~~Revenue~~

~~Concerts revenue increased $971.6 million during the nine months ended~~ ~~September 30, 2017~~2021 as compared to the same period of the prior ~~year. Excluding~~year primarily driven by the ~~decrease~~higher revenue discussed above along with lower direct operating expenses in the second quarter of ~~$13.1~~2021 for costs associated with shows cancelled or rescheduled due to the global COVID-19 pandemic.

Six Months

Revenue

Concerts revenue decreased $608.8 million ~~related~~during the six months ended June 30, 2021 as compared to ~~currency impacts, revenue increased $984.7 million, or 19%, on a constant currency basis. This growth was~~the same period of the prior year primarily due to ~~more~~the revenue generated in January through mid-March of 2020 when our business was fully open prior to the global COVID-19 pandemic as compared to the resumption of shows in ~~arenas, stadiums~~major markets including the United States, Australia and ~~theaters~~New Zealand late in the second quarter of 2021.

Operating results

Concerts operating loss decreased $149.3 million during the six months ended June 30, 2021 as compared to the same period of the prior year primarily driven by cost reduction measures implemented in the second quarter of 2020 and ~~clubs~~continuing in 2021, including salary reductions, hiring freezes, furloughs, and reduction or elimination of other discretionary spending along with participating in government support programs globally along with ~~higher average attendance at stadium~~lower costs in 2021 associated with shows cancelled or rescheduled due to the global COVID-19 pandemic. In addition, we recorded $11.6 million of impairment charges in the first six months of 2020 primarily associated with revenue-generating contract intangible assets. There were no significant impairments recorded in the first six months of 2021.

Table of Contents

Ticketing

Our Ticketing segment operating results were, and ~~arena events. Festival activity also~~discussions of significant variances are, as follows:


	Three Months Ended June 30,					% Change	Six Months Ended June 30,						% Change
	2021			2020			2021			2020

	(in thousands)						(in thousands)
Revenue	$	244,001		$	(87,019)	*	$	272,323		$	197,258		38%
Direct operating expenses	59,301			8,051		*	77,133			112,464			(31)%
Selling, general and administrative expenses	105,987			127,811		(17)%	200,655			285,357			(30)%
Depreciation and amortization	34,888			44,313		(21)%	71,366			82,489			(13)%
Loss (gain) on disposal of operating assets	—			(1)		*	—			1			*

Operating income (loss)	$	43,825		$	(267,193)	*	$	(76,831)		$	(283,053)		73%
Operating margin	18.0		%	*			(28.2)		%	*
AOI **	$	99,416		$	(203,870)	*	$	36,664		$	(158,879)		*
AOI margin **	40.7		%	*			13.5		%	(80.5)		%

_______


*			Percentages are not meaningful.
**			See “—Non-GAAP Measures” above for the definition and reconciliation of AOI and AOI margin.

Three Months

Revenue

Ticketing revenue increased $331.0 million during the three months ended June 30, 2021 as compared to the same period of the prior year primarily due to an increase in ~~Europe~~North America primary and secondary ticket fees driven by ~~new festivals,~~more events on sale due to the resumption of concerts and ~~we had higher tour-related merchandise sales and commissions~~sporting events in the ~~management business. Concerts had incremental revenue~~second quarter of ~~$192.0 million from acquisitions, primarily of concert~~2021, strong ticket pricing and ~~festival promotion businesses. These increases were partially offset by fewer shows~~lower ticket refunds in ~~our North America amphitheaters.~~2021.

Operating results

~~The increase in~~Ticketing operating income for ~~Concerts~~the three months ended June 30, 2021 was $43.8 million as compared to an operating loss of $267.2 million for the ~~nine months ended~~ ~~September 30, 2017~~ ~~was~~same period of the prior year primarily driven by ~~improved operating results at our events and higher management results partially offset by higher compensation~~the increased ticketing activity discussed above along with lower fixed costs ~~associated with salary increases and headcount growth, including recent acquisitions, and increased acquisition transaction expenses associated with changes~~from cost reduction measures implemented in the ~~fair value~~second quarter of ~~acquisition-related contingent consideration.~~2020 continuing into 2021, including salary reductions, hiring freezes, furloughs, and reduction or elimination of other discretionary spending along with participating in government support programs globally.

Six Months

Revenue

Ticketing revenue increased $75.1 million during the six months ended June 30, 2021 as compared to the same period of the prior year primarily due to an increase in North America primary ticket fees driven by lower ticket refunds in 2021 and strong ticket pricing as concert and sporting events on sales resuming in the second quarter of 2021.

Operating results

Ticketing operating loss decreased $206.2 million during the six months ended June 30, 2021 as compared to the same period of the prior year primarily driven by the increased ticketing activity discussed above along with cost reduction measures implemented in the second quarter of 2020 continuing into 2021, including salary reductions, hiring freezes, furloughs, and reduction or elimination of other discretionary spending along with participating in government support programs globally.

Table of Contents

Sponsorship & Advertising

Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:


	Three Months Ended June 30,						% Change	Six Months Ended June 30,						% Change
	2021			2020				2021			2020
	(in thousands)							(in thousands)
Revenue	$	44,561		$	18,372		*	$	67,208		$	108,633		(38)%
Direct operating expenses	12,032			4,186			*	14,853			25,722			(42)%
Selling, general and administrative expenses	19,696			17,783			11%	38,799			40,770			(5)%
Depreciation and amortization	7,507			7,620			(1)%	14,671			15,132			(3)%
Gain on sale of operating assets	—			—			*	—			—			*

Operating income (loss)	$	5,326		$	(11,217)		*	$	(1,115)		$	27,009		*
Operating margin	12.0		%	(61.1)		%		(1.7)		%	24.9		%
AOI **	$	13,028		$	(1,795)		*	$	16,544		$	44,815		(63)%
AOI margin **	29.2		%	(9.8)		%		24.6		%	41.3		%

Three Months Ended
September 30, %
Change Nine Months Ended
September 30, %
Change
2017 2016 2017 2016
(in thousands) (in thousands)
Revenue $ 157,981
$ 136,087
16% $ 346,532
$ 288,923
20%
Direct operating expenses 23,371
15,510
51% 60,516
44,711
35%
Selling, general and administrative expenses 21,320
20,667
3% 62,989
50,540
25%
Depreciation and amortization 6,601
4,448
48% 19,512
13,777
42%
Operating income $ 106,689
$ 95,462
12% $ 203,515
$ 179,895
13%
Operating margin 67.5 % 70.1 % 58.7 % 62.3 %
AOI** $ 113,636
$ 100,215
13% $ 224,055
$ 194,667
15%
AOI margin** 71.9 % 73.6 % 64.7 % 67.4 %

_______



*			Percentages are not meaningful.
**			See “—Non-GAAP Measures” above for the definition and reconciliation of AOI and AOI margin.

Three Months

Revenue

Sponsorship & Advertising revenue increased ~~$21.9~~$26.2 million during the three months ended ~~September~~June 30, ~~2017 as compared to the same period of the prior year. Excluding the increase of $1.6 million~~ related to currency impacts, revenue increased $20.3 million, or 15%, on a constant currency basis. This growth was primarily due to new sponsorship programs globally, higher online advertising in North America and incremental revenue of $8.0 million from the acquisitions of a sponsorship agency and festival promotion businesses.

~~Operating results~~

The increase in Sponsorship & Advertising operating income for the three months ended September 30, 2017 was primarily driven by new sponsorship programs, higher online sponsorship activity and lower reserves for bad debt.

~~Nine Months~~

~~Revenue~~

~~Sponsorship & Advertising revenue increased $57.6 million during the nine months ended~~ ~~September 30, 2017~~ as compared to the same period of the prior year. Excluding the decrease of $0.9 million related to currency impacts, revenue increased $58.5 million, or 20%, on a constant currency basis. This increase was primarily due to new sponsorship programs, higher online advertising in North America, increased festival activity internationally and incremental revenue of $18.2 million from the acquisitions of a sponsorship agency and festival promotion businesses.

~~Operating results~~

The increase in Sponsorship & Advertising operating income for the nine months ended September 30, 2017 was primarily driven by new sponsorship programs, net of higher fulfillment costs, increased online advertising and festival activity and lower reserves for bad debt partially offset by increased compensation costs associated with higher headcount.

~~Ticketing~~

~~Our Ticketing segment operating results were, and discussions of significant variances are, as follows:~~

Three Months Ended
September 30, %
Change Nine Months Ended
September 30, %
Change
2017 2016 2017 2016
(in thousands) (in thousands)
Revenue $ 532,285
$ 456,443
17% $ 1,510,574
$ 1,305,577
16%
Direct operating expenses 283,236
231,979
22% 805,964
673,990
20%
Selling, general and administrative expenses 144,622
124,007
17% 411,336
363,336
13%
Depreciation and amortization 50,318
47,113
7% 140,881
132,789
6%
Loss on disposal of operating assets 58
13
* 65
44
*
Operating income $ 54,051
$ 53,331
1% $ 152,328
$ 135,418
12%
Operating margin 10.2 % 11.7 % 10.1 % 10.4 %
AOI** $ 105,769
$ 101,701
4% $ 298,113
$ 271,298
10%
AOI margin** 19.9 % 22.3 % 19.7 % 20.8 %

~~_______~~



*	~~Percentages are not meaningful.~~
**	~~See “—Non-GAAP Measures” above for definition and reconciliation of AOI and AOI margin.~~

~~Three Months~~

~~Revenue~~

Ticketing revenue increased $75.8 million during the three months ended September 30, 2017 as compared to the same period of the prior year. Excluding the increase of $4.2 million related to currency impacts, revenue increased $71.6 million, or 16%, on a constant currency basis, primarily due to increased primary ticket volume and associated ticket fees, driven by concert events, along with higher resale volume driven by concert and theatrical events.

~~Operating results~~

~~The increase in Ticketing operating income for the~~ ~~three~~ ~~months ended~~ ~~September 30, 2017~~ ~~was primarily due to improved operating results from higher primary and resale ticket sales partially offset by increased compensation costs associated with higher headcount and increased legal costs.~~

~~Nine Months~~

~~Revenue~~

~~Ticketing revenue increased $205.0 million during the nine months ended~~ ~~September 30, 2017~~ as compared to the same period of the prior year. Excluding the decrease of $6.7 million related to currency impacts, revenue increased $211.7 million, or 16%, on a constant currency basis, primarily due to increased global primary ticket volume and higher associated ticket fees, driven by concert events, along with higher resale ticket volume driven by concert and theatrical events.

~~Operating results~~

~~The increase in Ticketing operating income for the nine months ended~~ ~~September 30, 2017~~ ~~was primarily due to improved operating results from higher primary and resale ticket sales partially offset by increased compensation costs associated with higher headcount and increased legal costs.~~

~~Consolidated Results of Operations~~

~~Three Months~~

Three Months Ended September 30, %
Change
2017 2016
As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency**
(in thousands)
Revenue $ 3,559,418
$ (36,353 ) $ 3,523,065
$ 3,170,416
12% 11%
Operating expenses:
Direct operating expenses 2,732,926
(28,689 ) 2,704,237
2,428,003
13% 11%
Selling, general and administrative expenses 475,864
(3,829 ) 472,035
414,412
15% 14%
Depreciation and amortization 109,352
(761 ) 108,591
104,862
4% 4%
Loss on disposal of operating assets 37
3
40
253
* *
Corporate expenses 39,892
1
39,893
31,600
26% 26%
Operating income 201,347
$ (3,078 ) $ 198,269
191,286
5% 4%
Operating margin 5.7 % 5.6 % 6.0 %
Interest expense 26,627
25,249

Interest income (1,471 ) (625 )
Equity in losses of nonconsolidated affiliates 816
17,471

Other expense, net 920
2,606

Income before income taxes 174,455
146,585

Income tax expense 25,685
13,824

Net income 148,770
132,761

Net income attributable to noncontrolling interests
12,377
21,682

Net income attributable to common stockholders of Live Nation $ 136,393
$ 111,079

~~______________________~~



*	~~Percentages are not meaningful.~~
**	~~See “—Non-GAAP Measures” above for definition of constant currency.~~

~~Equity in losses of nonconsolidated affiliates~~

Equity in losses of nonconsolidated affiliates for the three months ended September 30, 2016 includes impairment charges of $15.1 million primarily related to investments in a digital content company and an online merchandise company that are located in the United States. There were no significant impairment charges recorded for the three months ended September 30, 2017.

~~Nine Months~~

Nine Months Ended September 30, %
Change
2017 2016
As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency**
(in thousands)
Revenue $ 7,791,292
$ 20,642
$ 7,811,934
$ 6,557,390
19% 19%
Operating expenses:
Direct operating expenses 5,801,300
13,437
5,814,737
4,817,894
20% 21%
Selling, general and administrative expenses 1,293,557
10,583
1,304,140
1,126,452
15% 16%
Depreciation and amortization 305,817
2,545
308,362
295,241
4% 4%
Gain on disposal of operating assets (507 ) (19 ) (526 ) (1 ) * *
Corporate expenses 97,711
29
97,740
85,649
14% 14%
Operating income 293,414
$ (5,933 ) $ 287,481
232,155
26% 24%
Operating margin 3.8 % 3.7 % 3.5 %
Interest expense 80,564
75,965

Interest income (3,447 ) (1,831 )
Equity in losses (earnings) of nonconsolidated affiliates (2,060 ) 17,184

Other expense (income), net (5,388 ) 1,412

Income before income taxes 223,745
139,425

Income tax expense 42,190
26,157

Net income 181,555
113,268

Net income (loss) attributable to noncontrolling interests (3,323 ) 8,966

Net income attributable to common stockholders of Live Nation $ 184,878
$ 104,302

~~The following table summarizes the components of depreciation and amortization as reported in each respective period:~~

Three Months Ended
September 30, %
Change Nine Months Ended
September 30, %
Change
2017 2016 2017 2016
(in thousands) (in thousands)
Depreciation $ 35,817
$ 36,618
(2)% $ 107,530
$ 104,100
3%
Amortization of intangibles 53,410
47,827
12% 143,395
132,992
8%
Amortization of nonrecoupable ticketing contract advances *** 20,125
20,502
(2)% 54,892
56,983
(4)%
Amortization of other assets —
(85 ) * —
1,166
*
$ 109,352
$ 104,862
4% $ 305,817
$ 295,241
4%

~~___________~~



*	~~Percentages are not meaningful.~~
**	~~See “—Non-GAAP Measures” above for definition of constant currency.~~
~~***~~	In accounting for the merger between Live Nation and Ticketmaster Entertainment LLC in January 2010, the nonrecoupable ticketing contract advances that existed at the date of the merger were written off in acquisition accounting in accordance with GAAP. Had we continued amortizing the net book value of these nonrecoupable ticketing contract advances, the amortization above would have been $0.4 million and $0.3 million higher for the three months ended September 30, 2017 and 2016, respectively, and $1.2 million and $1.0 million higher for the nine months ended September 30, 2017 and 2016, respectively.

~~Corporate expenses~~

~~Corporate expenses~~ ~~increased$12.1 million~~ ~~during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017~~2021 as compared to the same period of the prior year primarily due to ~~increases~~increased activity in ~~contractual bonus accruals~~online advertising and national sponsorship programs in North America due to the resumption of concert events in the second quarter of 2021.

Operating results

Sponsorship & Advertising operating income for the three months ended June 30, 2021 was $5.3 million as compared to an operating loss of $11.2 million in the same period of the prior year primarily driven by higher ~~headcount.~~sponsorship activity discussed above.

~~Equity~~Six Months

Revenue

Sponsorship & Advertising revenue decreased $41.4 million during the six months ended June 30, 2021 as compared to the same period of the prior year primarily due to a reduction in ~~losses (earnings)~~sponsorship revenue associated with our venues, festivals and lack of online activity as ticket sales declined driven by the unprecedented stoppage of events beginning in mid-March 2020 and continuing into the second quarter of 2021 due to the global COVID-19 pandemic. As discussed above, we had increased activity in the second quarter of 2021; however, that increase was more than offset by the revenue generated in January through mid-March prior to the shut down of our business.

Operating results

Sponsorship & Advertising operating loss for the six months ended June 30, 2021 was $1.1 million as compared to an operating income of $27.0 million for the same period of the prior year primarily driven by the lower sponsorship activity discussed above.

Table of Contents

Consolidated Results of Operations

Three Months


	Three Months Ended June 30,								% Change
	2021						2020
	As Reported		Currency Impacts		At Constant Currency**		As Reported		As Reported	At Constant Currency**
	(in thousands)
Revenue	$	575,946	$	(15,000)	$	560,946	$	74,084	*	*
Operating expenses:
Direct operating expenses	243,120		(8,439)		234,681		194,557		25%	21%
Selling, general and administrative expenses	328,894		(11,497)		317,397		323,352		2%	(2)%
Depreciation and amortization	103,647		(3,475)		100,172		122,767		(16)%	(18)%
Loss (gain) on disposal of operating assets	(28)		(1)		(29)		559		*	*
Corporate expenses	27,598		(15)		27,583		20,916		32%	32%
Operating loss	(127,285)		$	8,427	$	(118,858)	(588,067)		78%	80%
Operating margin	(22.1)%				(21.2)%		*
Interest expense	68,909						52,689

Interest income	(1,471)						(2,429)
Equity in losses of nonconsolidated affiliates	2,998						6,613
Loss from sale of investments in nonconsolidated affiliates	993						35
Other expense (income), net	9,461						(5,208)
Loss before income taxes	(208,175)						(639,767)
Income tax expense (benefit)	2,285						(29,183)
Net loss	(210,460)						(610,584)
Net loss attributable to noncontrolling interests	(14,795)						(43,067)
Net loss attributable to common stockholders of Live Nation	$	(195,665)					$	(567,517)

_______


*			Percentages are not meaningful.
**			See “—Non-GAAP Measures” above for the definition of constant currency.

Interest Expense

Interest expense increased $16.2 million, or 31%, during the three months ended June 30, 2021 as compared to the same period of the prior year due to additional interest costs from the issuance of our 6.5% senior secured notes in May 2020 and the issuance of our 3.75% senior secured notes in January 2021.

Net loss attributable to noncontrolling interests

Net loss attributable to noncontrolling interests decreased $28.3 million during the three months ended June 30, 2021 as compared to the same period of the prior year primarily due to higher operating results from certain concert and festival promotion businesses in North America during the second quarter of 2021 due to the resumption of events in the second quarter of 2021.

Table of Contents

Six Months


	Six Months Ended June 30,											% Change
	2021								2020
	As Reported			Currency Impacts		At Constant Currency**			As Reported			As Reported	At Constant Currency**
	(in thousands)
Revenue	$	866,555		$	(23,629)	$	842,926		$	1,439,777		(40)%	(41)%
Operating expenses:
Direct operating expenses	377,086			(12,927)		364,159			1,068,377			(65)%	(66)%
Selling, general and administrative expenses	651,747			(18,180)		633,567			837,373			(22)%	(24)%
Depreciation and amortization	212,523			(5,453)		207,070			244,847			(13)%	(15)%
Loss on disposal of operating assets	110			(4)		106			689			*	*
Corporate expenses	55,546			(26)		55,520			49,228			13%	13%

Operating loss	(430,457)			$	12,961	$	(417,496)		(760,737)			43%	45%
Operating margin	(49.7)		%			(49.5)		%	(52.8)		%
Interest expense	139,739								96,688

Interest income	(2,620)								(6,902)
Equity in earnings of nonconsolidated affiliates	2,417								4,041
Loss (gain) from sale of investments in nonconsolidated affiliates	(52,947)								35
Other expense, net	7,462								(580)
Loss before income taxes	(524,508)								(854,019)
Income tax expense (benefit)	8,674								(32,513)
Net loss	(533,182)								(821,506)
Net loss attributable to noncontrolling interests	(30,324)								(69,205)
Net loss attributable to common stockholders of Live Nation	$	(502,858)							$	(752,301)

____________


*			Percentages are not meaningful.
**			See “—Non-GAAP Measures” above for the definition of constant currency.

Interest expense

Interest expense increased $43.1 million, or 45%, during the six months ended June 30, 2021 as compared to the same period of the prior year due to additional interest costs from the issuance of our 2.0% convertible senior notes in February 2020, the issuance of our 6.5% senior secured notes in May 2020 and the issuance of our 3.75% senior secured notes in January 2021.

Loss (gain) from sale of investments in nonconsolidated affiliates

~~Equity~~Gain from sale of investments in ~~losses (earnings) of~~ nonconsolidated affiliates ~~for~~was $53.0 million during the ~~nine~~six months ended ~~September~~June 30, ~~2016 includes~~2021 as compared to a nominal loss during the ~~impairment charges discussed above in “—Consolidated Results~~same period of ~~Operations” for~~ the ~~three-month period. There were no significant impairment charges recorded for~~prior year primarily due to the ~~nine months ended September 30, 2017.~~

~~Other expense (income), net~~

Other expense (income), net includes the impact of net foreign exchange rate gains of $7.3 million and net foreign exchange rate losses of $0.8 million for the nine months ended September 30, 2017 and 2016, respectively, primarily from revaluationsale of certain ~~foreign currency denominated net assets held internationally.~~cost basis investments during the first six months of 2021.

Income tax expense (benefit)

For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, we had a net tax expense of ~~$42.2~~$8.7 million on ~~income~~a loss before income taxes of ~~$223.7~~$524.5 million compared to a net tax ~~expense~~benefit of ~~$26.2~~$32.5 million on ~~income~~a loss before income taxes of ~~$139.4~~$854.0 million for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2020. For the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, the income tax expense consisted of ~~$38.0~~$4.6 million related to foreign entities, ~~$0.5~~$3.4 million related to United States federal ~~income~~ taxes, and ~~$3.7~~$0.7 million related to state and local income taxes. The net increase in tax expense of ~~$16.0~~$41.2 million iswas primarily due ~~primarily~~ to ~~an increase in earnings~~profits in certain non-United States ~~jurisdictions.~~jurisdictions and other discrete tax benefits recorded in the first six months of 2020.

Table of Contents

Net ~~income (loss)~~loss attributable to noncontrolling interests

Net ~~income (loss)~~loss attributable to noncontrolling interests decreased~~$12.3~~ $38.9 million during the six months ended June 30, 2021 as compared to the same period of the prior year ~~to a loss of~~ ~~$3.3 million~~ ~~during the~~ ~~nine~~ ~~months ended~~ ~~September 30, 2017~~primarily due to ~~lower~~higher operating results from certain concert and festival ~~and management businesses.~~promotion businesses in North America during the first six months of 2021 due to the resumption of events in the second quarter of 2021.

Liquidity and Capital Resources

In response to the impact that the global COVID-19 pandemic has had on our business, and the uncertainty of the duration of current conditions globally, we have taken certain actions to strengthen our liquidity position and preserve our capital resources.

In April 2020, we amended our senior secured credit facility to provide an incremental $130 million revolving credit facility. We further amended our senior secured credit facility in July 2020, which, among other things, substitutes our net leverage covenant with a $500 million liquidity covenant (as defined in the agreement) until the earlier of (a) December 31, 2021 and (b) at our election, any fiscal quarter prior to December 31, 2021. In February 2020, we issued $400 million principal amount of 2.0% convertible senior notes due 2025, in May 2020, we issued $1.2 billion principal amount of 6.5% senior secured notes due 2027 and in January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028. As a result, we believe these amendments and additional debt issuances will allow us the flexibility to manage our business through the disruption we expect to experience in 2021 until we are able to resume our operations.

Our cash is centrally managed on a worldwide basis. Our primary short-term liquidity needs are to fund general working capital requirements, capital expenditures and debt service requirements while our long-term liquidity needs are primarily related to acquisitions and debt repayment. Our primary sources of funds for our short-term liquidity needs will be cash flows from operations and borrowings under our amended senior secured credit facility, while our long-term sources of funds will be from cash flows from operations, long-term bank borrowings and other debt or equity financings. We may from time to time engage in open market purchases of our outstanding debt securities or redeem or otherwise repay such debt.

Our balance sheet reflects cash and cash equivalents of ~~$1.8~~$4.0 billion at ~~September~~June 30, ~~2017~~2021 and ~~$1.5~~$2.5 billion at December 31, ~~2016.~~2020. Included in the ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016~~2020 cash and cash equivalents balances are ~~$639.9 million~~$1.1 billion and ~~$591.0~~$673.5 million, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges, ~~that~~which we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis. Our foreign subsidiaries held approximately ~~$733.6 million~~$1.0 billion in cash and cash equivalents, excluding client cash, at ~~September~~June 30, ~~2017.~~2021. We generally do not ~~intend to~~ repatriate these funds, but if we did, we would need to accrue and pay United States ~~federal and~~ state income taxes onas well as any ~~future repatriations, net of~~ applicable foreign ~~tax credits.~~withholding or transaction taxes on future repatriations. We may from time to time enter into borrowings under our revolving credit facility. If the original maturity of these borrowings is 90 days or less, we present the borrowings and subsequent repayments on a net basis in the statement of cash flows to better represent our financing activities. Our balance sheet reflects total net debt of ~~$2.3~~$5.3 billion and $4.9 billion at ~~September~~June 30, ~~2017~~2021 and December 31, ~~2016.~~2020, respectively. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was ~~3.9%~~4.4% at ~~September~~June 30, ~~2017.~~2021.

Our cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of cash in our operating accounts and invested cash. Cash held in non-interest-bearing and interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. The invested cash is in interest-bearing funds consisting primarily of bank deposits and money market funds. While we monitor cash and cash equivalents balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial ~~markets.~~markets, including those resulting from the global COVID-19 pandemic.

For our Concerts segment, we ~~generally~~often receive cash related to ticket revenue ~~at our owned or operated venues~~ in advance of the event, which is recorded in deferred revenue until the event occurs. In the United States, this cash is largely associated with events in our owned or operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets. We do not otherwise generally hold cash for events being held in third-party venues. In the United States, most venues traditionally hold all the cash, and internationally either the venue holds all the cash or holds the portion of the cash associated with their ticket allocation. With the exception of some upfront costs

and artist ~~deposits,~~advances, which are recorded in prepaid expenses until the event occurs, we pay the majority of event-related expenses at or after the event. Artists are paid when the event occurs under one of several different formulas, which may include fixed guarantees and/or a percentage of ticket sales or event profits, net of any advance they have received. When an event is cancelled, any cash held in deferred revenue is reclassified to accrued expenses as those funds are typically refunded to the fan within 30 days of event cancellation.

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In certain markets, we are offering fans an incentive to receive a voucher for a future ticket purchase to one of our events in lieu of receiving a refund for a cancelled event. Where a fan has elected to receive the incentive voucher, the cash from the original ticket purchase remains in deferred revenue. When a show is rescheduled, fans have the ability to request a refund if they do not want to attend the event on the new date, although historically we have had low levels of refund requests for rescheduled events.

We view our available cash as cash and cash equivalents, less ticketing-related client cash, less event-related deferred revenue, less accrued expenses due to artists and cash collected on behalf of others, plus event-related prepaid expenses. This is essentially our cash available to, among other things, repay debt balances, make acquisitions, pay artist advances and finance capital expenditures.

Our intra-year cash fluctuations are impacted by the seasonality of our various businesses. Examples of seasonal effects include our Concerts segment, which reports the majority of its revenue in the second and third quarters. Cash inflows and outflows depend on the timing of event-related payments but the majority of the inflows generally occur prior to the event. See “—Seasonality” below. We believe that we have sufficient financial flexibility to fund these fluctuations and to access the global capital markets on satisfactory terms and in adequate amounts, although there can be no assurance that this will be the case, and capital could be less accessible and/or more costly given current economic ~~conditions.~~conditions, including those resulting from the global COVID-19 pandemic. We expect cash flows from operations and borrowings under our amended senior secured credit facility, along with other financing alternatives, to satisfy working capital requirements, capital expenditures and debt service requirements for at least the succeeding year.

We may need to incur additional debt or issue equity to make other strategic acquisitions or investments. There can be no assurance that such financing will be available to us on acceptable terms or at all. We may make significant acquisitions in the near term, subject to limitations imposed by our financing agreements and market conditions.

The lenders under our revolving loans and ~~counterparties~~counterparty to our interest rate hedge ~~agreements consist~~agreement consists of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders ~~and counterparties~~ will be unable to fund their commitments as required, we can provide no assurances that future funding availability will not be impacted by adverse conditions in the financial ~~markets.~~markets, including those resulting from the global COVID-19 pandemic. Should an individual lender default on its obligations, the remaining lenders would not be required to fund the shortfall, resulting in a reduction in the total amount available to us for future borrowings, but would remain obligated to fund their own commitments. Should ~~any~~the counterparty to our interest rate hedge ~~agreements~~agreement default on its ~~obligations,~~obligation, we could experience higher interest rate volatility during the period of any such default.

Sources of Cash

During 2020, we amended our senior secured credit facility, issued $1.2 billion principal amount of 6.5% senior secured notes due 2027 and issued $400 million principal amount of 2.0% convertible senior notes due 2025. A portion of the proceeds were used to pay transaction fees of $35.5 million, leaving approximately $1.6 billion for general corporate purposes.

In January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028. The proceeds were used to pay fees of $7.7 million and repay $75.0 million aggregate principal amount of our senior secured term loan B facility, leaving approximately $417.3 million for general corporate purposes, including acquisitions and organic investment opportunities.

Amended Senior Secured Credit Facility

In ~~June 2017,~~April and July 2020, we amended ~~our term loan B under the senior secured credit facility reducing the applicable interest rate. At September 30, 2017,~~ our senior secured credit facility ~~consists of~~and now have (i) a ~~$190~~$400 million delayed draw term loan A facility, (ii) a ~~$970~~$950 million term loan B facility, ~~and~~ (iii) a ~~$365~~$500 million revolving credit facility and (iv) a $130 million incremental revolving credit facility. ~~Subject~~The delayed draw term loan A facility is available to be drawn until October 2021. In addition, subject to certain conditions, we have the right to increase ~~the facility~~such facilities by an amount equal to the sum of ~~$625~~(x) $425 million during the Restricted Period and $855 million after the Restricted Period, (y) the aggregate principal amount of voluntary prepayments of the delayed draw term loan A and term loan B ~~loans~~ and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) except during the Restricted Period, additional amounts so long as the senior secured leverage ratio calculated on a pro-forma basis (as defined in the agreement) is no greater than ~~3.25x.~~3.75x. The combined revolving credit ~~facility provides~~facilities provide for ~~borrowing~~borrowings up to ~~the amount of the facility~~$630 million with sublimits of up to (i) $150 million for the issuance of letters of credit, (ii) $50 million for swingline loans, (iii) ~~$200~~$300 million for borrowings in Dollars, Euros ~~and~~or British Pounds and (iv) ~~$50~~$100 million for borrowings in those or one or more other approved currencies. The amended senior secured credit facility is secured by ~~(i)~~ a first priority lien on substantially all of ~~our~~the tangible and intangible personal property of ~~our~~LNE and LNE’s domestic subsidiaries that are guarantors, and ~~(ii)~~by a pledge of substantially all of

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the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries, subject to certain exceptions.

The interest rates per annum applicable to revolving credit facility loans and the delayed draw term loan A under the amended senior secured credit facility are, at our option, equal to either ~~LIBOR~~Eurodollar plus 2.25% or a base rate plus 1.25%~~, subject to stepdowns based on our net leverage ratio.~~. The ~~amended~~ interest rates per annum applicable to the term loan B are, at our option, equal to either ~~LIBOR~~Eurodollar plus ~~2.25%~~1.75% or a base rate plus ~~1.25%~~0.75%. The interest rates per annum applicable to the incremental revolving credit facility are, at our option, equal to either Eurodollar plus 2.5% or a base rate plus 1.5%. We are required to pay a commitment fee of 0.5% per year on the undrawn portion available under the revolving credit facility ~~subject to a stepdown based~~and delayed draw term loan A, 1.75% per year on ~~our net leverage ratio,~~the undrawn portion available under the incremental revolving credit facility and variable fees on outstanding letters of credit.

For the delayed draw term loan A, we are required to make quarterly payments ~~increasing over time~~at a rate ranging from ~~$2.4 million~~0.625% of the original principal amount during the first three years to ~~$28.5 million~~1.25% during the last two years, with the balance due at maturity in October ~~2021.~~2024. For the term loan B, we are required to make quarterly payments of $2.4 million with the balance due at maturity in October ~~2023. The~~2026. Both the existing and incremental revolving credit ~~facility matures~~facilities mature in October ~~2021.~~2024. We are also required to make mandatory prepayments of the loans under the amended credit agreement, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.

~~Stock Option Exercises~~There were no borrowings under the revolving credit facilities as of June 30, 2021 and we have not drawn down on the delayed draw term loan A. Based on our outstanding letters of credit of $59.2 million, $970.8 million was available for future borrowings from our delayed draw term loan A and revolving credit facilities.

~~During~~6.5% Senior Secured Notes Due 2027

In May 2020, we issued $1.2 billion principal amount of 6.5% senior secured notes due 2027. Interest on the ~~nine months ended September 30, 2017, we received $44.7 million~~notes is payable semi-annually in cash in arrears on May 15 and November 15 of ~~proceeds~~each year and will mature on May 15, 2027. We may redeem some or all of the notes, at any time prior to May 15, 2023, at a price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a “make-whole” premium. We may redeem up to 35% of the aggregate principal amount of the notes from the ~~exercise~~proceeds of certain equity offerings prior to May 15, 2023, at a price equal to 106.5% of the aggregate principal amount, plus accrued and unpaid interest thereon, if any, to the date of redemption. In addition, on or after May 15, 2023 we may redeem some or all of the notes at any time at redemption prices starting at 104.875% of their principal amount, plus any accrued and unpaid interest to the date of redemption. We must make an offer to redeem the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control. The notes are secured by a first priority lien on substantially all of the tangible and intangible personal property of LNE and LNE’s domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, ~~options.~~partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries, subject to certain exceptions.

3.75% Senior Secured Notes Due 2028

Information regarding our 3.75% senior secured notes due 2028 can be found in Part I — Financial Information — Item 1.— Financial Statements — Note 5 —Long-Term Debt.

2.0% Convertible Senior Notes Due 2025

In February 2020, we issued $400 million principal amount of 2.0% convertible senior notes due 2025. Interest on the notes is payable semiannually in arrears on February 15 and August 15, at a rate of 2.0% per annum. The notes will mature on February 15, 2025. The notes will be convertible, under certain circumstances, until November 15, 2024, and on or after such date without condition, at an initial conversion rate of 9.4469 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50.0% conversion premium based on the last reported sale price for our common stock of $70.57 on January 29, 2020 prior to issuing the notes. Upon conversion, the notes may be settled in shares of common stock or, at our election, cash or a combination of cash and shares of common stock. Assuming we fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 3.8 million.

We may redeem for cash all or a portion of the notes, at our option, on or after February 21, 2023 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture. The redemption price will equal 100% of the principal amount of the notes plus accrued interest, if any.

If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100% of the principal amount of the notes plus any accrued and unpaid interest.

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Debt Covenants

Our amended senior secured credit facility contains a number of ~~covenants and~~ restrictions that, among other things, ~~requires~~require us to satisfy ~~certain~~a financial ~~covenants~~covenant and ~~restricts~~restrict our and our subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase our stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets, merge or consolidate, and pay dividends and make distributions (with the exception of subsidiary dividends or distributions to the parent company or other subsidiaries on at least a pro-rata basis with any noncontrolling interest partners). Certain of these restrictions are further limited temporarily by the July 2020 amendment. Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable. The amended senior secured credit facility agreement has one covenant, measured quarterly, that relates to ~~total~~net leverage. The July 2020 amendment substitutes the consolidated ~~total~~net leverage ratio covenant with a liquidity covenant (as defined in the agreement) that requires our consolidated liquidity be at least $500 million until the earlier of (a) December 31, 2021 and (b) at our election, any fiscal quarter ending prior to December 31, 2021 so long as such election is made during the last month of such fiscal quarter or within 30 days following the end of such fiscal quarter. The July 2020 amendment also requires the liquidity covenant to be measured monthly beginning January 31, 2021 until the earlier of (x) November 30, 2021 and (y) the last day of the month before the consolidated net leverage ratio covenant applies. For fiscal quarters after resumption of the consolidated net leverage covenant, ~~requires us~~we will be required to maintain a ratio of consolidated total ~~funded~~net debt to consolidated EBITDA (both as defined in the amended credit agreement) ~~of 5.5x over~~for the trailing four consecutive quarters of 6.75x with step downs to 6.25x after four quarters, 5.75x after eight quarters, 5.50x after twelve quarters and 5.25x after fourteen quarters through ~~September 30, 2017. The~~maturity, except that calculations of consolidated ~~total~~EBITDA (as defined in the agreement) for the first three fiscal quarters after resumption of the covenant will be substituted with an annualized consolidated EBITDA (as defined in the agreement). For the avoidance of doubt, the consolidated net leverage ~~ratio~~covenant will ~~reduce to 5.25x on~~resume for the quarter ended December 31, ~~2017, 5.0x on December 31, 2018, 4.75x on December 31, 2019 and 4.5x on December 31, 2020.~~2021 at the latest.

The indentures governing our 6.5% senior secured notes, 3.75% senior secured notes, 4.75% senior notes, 4.875% senior notes and ~~5.375%~~5.625% senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis. Certain covenants, including those pertaining to incurrence of indebtedness, restricted payments, asset sales, mergers, and transactions with affiliates will be suspended during any period in which the notes are rated investment grade by both rating agencies and no default or event of default under the indenture has occurred and is continuing. ~~The 4.875% senior notes and the 5.375% senior~~All of these notes contain two incurrence-based financial covenants, as defined, requiring a minimum fixed charge coverage ratio of 2.0x and a maximum secured indebtedness leverage ratio of 3.5x.

Some of our other subsidiary indebtedness includes restrictions on entering into various transactions, such as acquisitions and disposals, and prohibits payment of ordinary dividends. They also have financial covenants including minimum consolidated EBITDA to consolidated net interest payable, minimum consolidated cash flow to consolidated debt service, ~~and~~ maximum consolidated debt to consolidated EBITDA and minimum liquidity, all as defined in the applicable debt agreements.

As of ~~September~~June 30, ~~2017,~~2021, we believe we were in compliance with all of our debt ~~covenants.~~covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes. We expect to remain in compliance with all of ~~our debt~~these covenants throughout ~~2017.~~2021.

Uses of Cash

Acquisitions

When we make acquisitions, the acquired entity may have cash on its balance sheet at the time of acquisition. All amounts related to the use of cash for acquisitions discussed in this section are presented net of any cash acquired. During the ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2021, we used ~~$18.8~~$7.6 million of cash primarily for the acquisition of a venue in the United Kingdom.

During the six months ended June 30, 2020, we used $37.5 million of cash primarily for the acquisitions of ~~ticketing businesses located in the United States, the Czech Republic and Poland,~~ a ~~concert~~festival promotion business ~~located in Italy~~ and a ~~controlling interest in an artist~~venue management business, both located in the United States. As of the date of acquisition, the acquired businesses had a total of ~~$8.9~~$64.7 million of cash on their balance sheets, primarily related to deferred revenue for future events.

~~During the nine months ended September 30, 2016, we used $113.1 million~~

Table of cash primarily for the acquisitions of a concert promoter located in Germany, controlling interests in festival and concert promoters located in the United Kingdom and the United States and an artist management business with locations in the United States and Canada. As of the date of acquisition, the acquired businesses had a total of $21.1 million of cash on their balance sheets, primarily related to deferred revenue for future events.Contents

Capital Expenditures

Venue and ticketing operations are capital intensive businesses, requiring continual investment in our existing venues and ticketing systems in order to address fan ~~client~~ and artist expectations, technological industry advances and various federal, state and/or local regulations.

We categorize capital outlays between maintenance capital expenditures and revenue generating capital expenditures. Maintenance capital expenditures are associated with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Revenue generating capital expenditures generally relate to the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ~~online or~~ ticketing tools and ~~other~~ technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. Capital expenditures typically increase during periods when our venues are not in operation since that is the time that such improvements can be completed.

Our capital expenditures, including accruals for amounts incurred but not yet paid for, but net of expenditures funded by outside parties such as landlords and noncontrolling interest partners or replacements funded by insurance proceeds, consisted of the following:


	Six Months Ended June 30,
	2021		2020
	(in thousands)
Maintenance	$	14,286	$	45,676
Revenue generating	38,139		83,355
Total capital expenditures	$	52,425	$	129,031

Nine Months Ended
September 30,
2017 2016
(in thousands)
Maintenance capital expenditures $ 82,594
$ 58,407
Revenue generating capital expenditures 89,398
62,229
Total capital expenditures $ 171,992
$ 120,636

Maintenance capital expenditures during the first ~~nine~~six months of ~~2017 increased from the same period of the prior year primarily associated with the relocation of certain office facilities and venue-related projects.~~

~~Revenue generating capital expenditures during the first nine months of 2017 increased~~2021 decreased from the same period of the prior year primarily due to ~~food~~reductions for certain office facility and ~~beverage~~venue-related projects as part of our cash savings initiatives implemented in connection with the global COVID-19 pandemic.

Revenue generating capital expenditures during the first six months of 2021 decreased from the same period of the prior year primarily due to lower spending in our amphitheater venues and ~~wi-fi enhancements at~~a reduction in technology-related projects as part of our ~~amphitheaters, festival site improvements and higher investment~~cash savings initiatives implemented in ~~technology.~~connection with the global COVID-19 pandemic.

We currently expect capital expenditures to be approximately ~~$220~~$170 million for the full year of ~~2017~~.2021.

Cash Flows


	Six Months Ended June 30,
	2021		2020
	(in thousands)
Cash provided by (used in):
Operating activities	$	1,169,989	$	(390,360)
Investing activities	$	(50,295)	$	(190,641)
Financing activities	$	401,469	$	1,462,098

Nine Months Ended
September 30,
2017 2016
(in thousands)
Cash provided by (used in):
Operating activities $ 417,262
$ 119,516
Investing activities $ (235,499 ) $ (260,174 )
Financing activities $ (25,663 ) $ (109,700 )

Operating Activities

Cash provided by operating activities ~~increased $297.7 million~~was $1.2 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 as compared to cash used in operating activities of $390.4 million for the same period of the prior ~~year. During the first nine months of 2017, we delivered higher net income and our~~year primarily due to increases in accounts payable, client accounts and ~~accrued liabilities increased based on timing~~deferred revenue resulting from the resumption of ~~payments.~~events in the second quarter of 2021 along with a reduction of net loss year over year.

Investing Activities

Cash used in investing activities decreased ~~$24.7~~$140.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 as compared to the same period of the prior year primarily due to ~~lower net payments~~less cash paid for ~~acquisitions partially offset by higher purchases~~capital expenditures, proceeds from the sale of ~~property, plant~~investments in nonconsolidated affiliates, and ~~equipment.~~fewer acquisitions. See “—Uses of Cash” above for further discussion.

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Financing Activities

Cash ~~used in~~provided by financing activities decreased ~~$84.0 million~~$1.1 billion for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 as compared to the same period of the prior year primarily ~~as a result of~~due to higher net proceeds in 2020 from ~~the exercise of stock options and fewer~~debt issuances partially offset by lower purchases of noncontrolling ~~interests.~~interests in 2021. See “—Sources of Cash” above for further discussion.

Seasonality

~~Our Concerts~~Information regarding the seasonality of our business can be found in Part I—Financial Information—Item 1.—Financial Statements—Note 1—Basis of Presentation and Sponsorship & Advertising segments typically experience higher operating income in the second and third quarters as our outdoor venues and festivals are primarily used in or occur from May through October. In addition, the timing of when tickets are sold and the tours of top-grossing acts can impact comparability of quarterly results year over year, although annual results may not be impacted. Our Ticketing segment revenue is impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by our clients.Other Information.

Market Risk

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

Foreign Currency Risk

We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. Our foreign subsidiaries also carry certain net assets or liabilities that are denominated in a currency other than that subsidiary’s functional currency. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Currently, we do not ~~operate~~have significant operations in ~~any~~ hyper-inflationary countries. Our foreign operations reported an operating ~~income~~loss of ~~$134.7~~$160.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2021. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating ~~income~~loss for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2021 by ~~$13.5~~$16.0 million. As of ~~September~~June 30, ~~2017,~~2021, our ~~primary~~most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar and Canadian Dollar. This analysis does not consider the implication such currency fluctuations could have on the overall economic conditions of the United States or other foreign countries in which we operate or on the results of operations of our foreign entities. In addition, the reported carrying value of our assets and liabilities, including the total cash and cash equivalents held by our foreign operations, will also be affected by changes in foreign currency exchange rates.

We primarily use forward currency contracts, in addition to options, to reduce our exposure to foreign currency risk associated with short-term artist fee commitments. We also may enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income. At ~~September~~June 30, ~~2017,~~2021, we had forward currency contracts ~~and options~~ outstanding with a notional amount of ~~$124.3~~$43.4 million.

Interest Rate Risk

Our market risk is also affected by changes in interest rates. We had ~~$2.4~~$5.5 billion of total debt, excluding debt discounts and issuance costs, outstanding as of ~~September~~June 30, ~~2017,~~2021, of which ~~$1.2~~$5.1 billion was fixed-rate debt and ~~$1.2~~$0.4 billion was floating-rate debt.

Based on the amount of our floating-rate debt as of ~~September~~June 30, ~~2017~~,2021, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately ~~$3.0 million when the floor rate is not applicable.~~$1.0 million. This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of ~~September~~June 30, ~~2017~~2021 with no subsequent change in rates for the remainder of the period.

~~We have one~~In January 2020, we entered into an interest rate ~~cap~~swap agreement ~~with an aggregate~~that is designated as a cash flow hedge for accounting purposes to effectively convert a portion of our floating-rate debt to a fixed-rate basis. The swap agreement expires in October 2026, has a notional amount of ~~$5.4~~$500.0 million ~~at September 30, 2017. The interest rate cap agreement~~and ensures that a portion of our floating-rate debt does not exceed ~~4.25% and expires in June 2018. This agreement has not been designated as a hedging instrument. Therefore, any change in fair value is recorded in earnings during the period of change.~~3.397%.

~~Ratio of Earnings to Fixed Charges~~

~~The ratio of earnings to fixed charges is as follows:~~

Nine months ended September 30, Year Ended December 31,
2017 2016 2016 2015 2014 2013
2.63 2.25 1.38 1.03 * *


*	~~For the years ended December 31, 2014 and 2013, fixed charges exceeded earnings before income taxes and fixed charges by $104.0 million and $6.0 million, respectively.~~

The ratio of earnings to fixed charges was computed on a total company basis. Earnings represent income before income taxes less equity in undistributed net income (loss) of nonconsolidated affiliates plus fixed charges. Fixed charges represent interest, amortization of debt discount, debt issuance costs and premium and the estimated interest portion of rental charges. Rental charges exclude variable rent expense for events in third-party venues.

Accounting Pronouncements

Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1—Basis of Presentation and Other Information.

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Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and 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 revenue and 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.

Management believes that the accounting estimates involved in business combinations, impairment of long-lived assets and goodwill, revenue recognition, and income taxes are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions are described in Part II II—Financial Information—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2016~~2020 Annual Report on Form 10-K filed with the SEC on ~~February 23, 2017.~~March 1, 2021.

There have been no changes to our critical accounting policies during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~.2021.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Required information is within Part I — Financial Information—Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and our board of directors.

Based on their evaluation as of ~~September~~June 30, ~~2017~~,2021, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required ~~disclosure.~~disclosure.q

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible errors and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We have not experienced any material impact to our internal controls over financial reporting resulting from the fact that employees are working remotely due to the global COVID-19 pandemic. We are continually monitoring and assessing the impact of the global COVID-19 pandemic on our internal controls to minimize the affects on their design and operating effectiveness.

Table of Contents

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding our legal proceedings can be found in Part I I—Financial Information—Item 1. Financial Statements—Note 4—7—Commitments and Contingent Liabilities.

Item 1A. Risk Factors

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part ~~I Financial Information~~—I—Item 1A.—Risk Factors of our ~~2016~~2020 Annual Report on Form 10-K filed with the SEC on ~~February 23, 2017,~~March 1, 2021, describes some of the risks and uncertainties associated with our business which ~~have the potential to~~could materially and adversely affect our business, financial condition, orcash flows and results of ~~operations.~~operations, and the trading price of our common stock could decline as a result. We do not believe that there have been any material changes to the risk factors previously disclosed in our ~~2016~~2020 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~None.~~Purchase of Equity Securities

The following table provides information regarding repurchases of our common stock during the three months ended June 30, 2021:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (1)	Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Maximum Fair Value of Shares that May Yet Be Purchased Under the Program (2)
April 2021	—	$—
May 2021	946	$90.11
June 2021	266,415	$87.59
	267,361

(1) Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards, and in respect of the exercise price and withholding taxes for net stock option exercises where no resulting shares were sold, under our stock incentive plan. Pursuant to the terms of our stock plan, such shares revert to available shares under the plan.
(2) We do not have a publicly announced program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced program.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

~~The information in the Exhibit Index~~

Exhibit Description

Incorporated by Reference

Filed
Herewith

Exhibit
No.

Form

File No.

Exhibit No.

Filing Date

10.1

Employment Agreement, effective as of J anuary 1, 20 15 , between Live Nation Entertainment, Inc. and John Hopmans.

10.2

First Amendment to Employment Agreement, effective as of January 1, 2019, between Live Nation Worldwide , Inc. and John Hopmans.

10.3

Second Amendment to Employment Agreement, effective as of January 1, 2019, between Live Nation Worldwide , Inc. and John Hopmans.

31.1

Certification of Chief Executive Officer.

31.2

Certification of Chief Financial Officer.

32.1

Section 1350 Certification of Chief Executive Officer.

32.2

Section 1350 Certification of Chief Financial Officer.

101.INS

XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Schema Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Definition Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

104

Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

Table of ~~this Quarterly Report on Form 10-Q is incorporated into this Item 6 by reference.~~Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on ~~November 2, 2017.~~August 3, 2021.



~~LIVE NATION ENTERTAINMENT, INC.~~

~~By:~~	~~/s/ Brian Capo~~
	~~Brian Capo~~
	~~Chief Accounting Officer (Duly Authorized Officer)~~

~~EXHIBIT INDEX~~

~~Exhibit Description~~

~~Incorporated by Reference~~

~~Filed~~

~~Here~~

~~with~~

LIVE NATION ENTERTAINMENT, INC.

~~Exhibit~~

~~No.~~

~~Form~~

~~File No.~~

~~Exhibit No.~~

~~Filing Date~~

~~31.1~~By:

~~Certification of Chief Executive Officer.~~

X/s/ Brian Capo

~~31.2~~

~~Certification of Chief Financial Officer.~~

XBrian Capo

~~32.1~~

~~Section 1350 Certification of~~ Chief ~~Executive Officer.~~

~~32.2~~

~~Section 1350 Certification of Chief Financial Officer.~~

~~101.INS~~

~~XBRL Instance Document.~~

~~101.SCH~~

~~XBRL Taxonomy Schema Document.~~

~~101.CAL~~

~~XBRL Taxonomy Calculation Linkbase Document.~~

~~101.DEF~~

~~XBRL Taxonomy Definition Linkbase Document.~~

~~101.LAB~~

~~XBRL Taxonomy Label Linkbase Document.~~

~~101.PRE~~

~~XBRL Taxonomy Presentation Linkbase Document.~~

XAccounting Officer (Duly Authorized Officer)


	Three Months Ended September 30,		Nine Months Ended September 30,			Three Months Ended June 30,		Six Months Ended June 30,
	2017	2016	2017	2016		2021	2020	2021	2020
	(in thousands except estimated events)					(in thousands except estimated events)
Concerts ⁽¹⁾					Concerts (1)
Estimated events:					Estimated events:
North America	5,275	4,950	14,207	12,835	North America	1,124	25	1,415	4,797
International	1,483	1,207	6,225	5,800	International	560	107	924	2,430
Total estimated events	6,758	6,157	20,432	18,635	Total estimated events	1,684	132	2,339	7,227
Estimated fans:					Estimated fans:
North America	21,561	22,095	42,659	39,151	North America	629	10	695	5,739
International	7,980	5,808	22,379	16,724	International	706	41	1,135	4,718
Total estimated fans	29,541	27,903	65,038	55,875	Total estimated fans	1,335	51	1,830	10,457
Ticketing ⁽²⁾					Ticketing (2)
Number of fee-bearing tickets sold	50,196	45,944	147,304	133,925
Number of non-fee-bearing tickets sold	65,304	68,102	201,088	205,193
Total tickets sold	115,500	114,046	348,392	339,118
Estimated number of fee-bearing tickets sold					Estimated number of fee-bearing tickets sold	26,345	(8,870)	32,926	27,335
Estimated number of non-fee-bearing tickets sold					Estimated number of non-fee-bearing tickets sold	22,216	6,385	38,376	61,639
Total estimated tickets sold					Total estimated tickets sold	48,561	(2,485)	71,302	88,974



		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Consolidated Balance Sheets (Unaudited) as of ~~September 30, 2017~~June 3 0 , 2021 and December 31, ~~2016~~2020	2
	Consolidated Statements of Operations (Unaudited) for the three and ~~nine~~ six months ended ~~September 30, 2017~~June 3 0 , 2021 and ~~2016~~2020	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and ~~nine~~six months ended ~~September~~June 30 ~~2017~~, 2021 and ~~2016~~2020	4
	Consolidated Statements of Changes in Equity (Unaudited) for the three and six months ended June 30 , 2021 and 2020	6
	Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~ six months ended ~~September~~June 30 ~~2017~~, 2021 and ~~2016~~2020	59
	Notes to Consolidated Financial Statements (Unaudited)	610
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1625
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3345
Item 4.	Controls and Procedures	3345
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3446
Item 1A.	Risk Factors	3446
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3446
Item 3.	Defaults Upon Senior Securities	3446
Item 5.	Other Information	3446
Item 6.	Exhibits	3447



	September 30, 2017			December 31, 2016
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	1,801,013		$	1,526,591
Accounts receivable, less allowance of $31,693 and $29,634, respectively	991,215			568,936
Prepaid expenses	714,176			528,250
Other current assets	57,225			49,774
Total current assets	3,563,629			2,673,551
Property, plant and equipment
Land, buildings and improvements	928,643			838,545
Computer equipment and capitalized software	582,445			524,571
Furniture and other equipment	297,654			256,765
Construction in progress	129,082			125,430
	1,937,824			1,745,311
Less accumulated depreciation	1,093,010			993,775
	844,814			751,536
Intangible assets
Definite-lived intangible assets, net	756,909			812,031
Indefinite-lived intangible assets	369,003			368,766
Goodwill	1,764,512			1,747,088
Other long-term assets	511,657			411,294
Total assets	$	7,810,524		$	6,764,266
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	860,424		$	726,475
Accounts payable	93,043			55,030
Accrued expenses	1,227,613			781,494
Deferred revenue	909,037			804,973
Current portion of long-term debt, net	71,674			53,317
Other current liabilities	51,086			39,055
Total current liabilities	3,212,877			2,460,344
Long-term debt, net	2,240,461			2,259,736
Deferred income taxes	202,049			197,811
Other long-term liabilities	170,318			149,791
Commitments and contingent liabilities
Redeemable noncontrolling interests	370,277			347,068
Stockholders’ equity
Common stock	2,060			2,034
Additional paid-in capital	2,390,224			2,381,011
Accumulated deficit	(888,579		)	(1,073,457		)
Cost of shares held in treasury	(6,865		)	(6,865		)
Accumulated other comprehensive loss	(117,866		)	(176,707		)
Total Live Nation stockholders’ equity	1,378,974			1,126,016
Noncontrolling interests	235,568			223,500
Total equity	1,614,542			1,349,516
Total liabilities and equity	$	7,810,524		$	6,764,266



	Live Nation Stockholders’ Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
	(in thousands)									(in thousands)
Balance at December 31, 2016	$	1,126,016		$	223,500		$	1,349,516		$	347,068
Non-cash compensation expense	23,921			—			23,921			—
Common stock issued under stock plans, net of shares withheld for employee taxes	(5,329		)	—			(5,329		)	—
Exercise of stock options	44,746			—			44,746			—
Acquisitions	—			6,036			6,036			(1,985		)
Purchases of noncontrolling interests	(1,402		)	(1,594		)	(2,996		)	(1,329		)
Redeemable noncontrolling interests fair value adjustments	(52,811		)	—			(52,811		)	52,811
Contributions received	—			7,971			7,971			—
Cash distributions	—			(8,226		)	(8,226		)	(14,222		)
Other	114			477			591			(1,339		)
Comprehensive income (loss):
Net income (loss)	184,878			7,404			192,282			(10,727		)
Foreign currency translation adjustments	58,761			—			58,761
Other	80			—			80			—
Balance at September 30, 2017	$	1,378,974		$	235,568		$	1,614,542		$	370,277



	Three Months Ended September 30,												% Change
	2017									2016			% Change
	As Reported			Currency Impacts			At Constant Currency**			As Reported			As Reported	At Constant Currency**
	(in thousands)
Revenue	$	3,559,418		$	(36,353	)	$	3,523,065		$	3,170,416		12%	11%
Operating expenses:
Direct operating expenses	2,732,926			(28,689		)	2,704,237			2,428,003			13%	11%
Selling, general and administrative expenses	475,864			(3,829		)	472,035			414,412			15%	14%
Depreciation and amortization	109,352			(761		)	108,591			104,862			4%	4%
Loss on disposal of operating assets	37			3			40			253			*	*
Corporate expenses	39,892			1			39,893			31,600			26%	26%
Operating income	201,347			$	(3,078	)	$	198,269		191,286			5%	4%
Operating margin	5.7		%				5.6		%	6.0		%
Interest expense	26,627									25,249
Interest income	(1,471		)							(625		)
Equity in losses of nonconsolidated affiliates	816									17,471
Other expense, net	920									2,606
Income before income taxes	174,455									146,585
Income tax expense	25,685									13,824
Net income	148,770									132,761
Net income attributable to noncontrolling interests	12,377									21,682
Net income attributable to common stockholders of Live Nation	$	136,393								$	111,079



	Nine Months Ended September 30,												% Change
	2017									2016			% Change
	As Reported			Currency Impacts			At Constant Currency**			As Reported			As Reported	At Constant Currency**
	(in thousands)
Revenue	$	7,791,292		$	20,642		$	7,811,934		$	6,557,390		19%	19%
Operating expenses:
Direct operating expenses	5,801,300			13,437			5,814,737			4,817,894			20%	21%
Selling, general and administrative expenses	1,293,557			10,583			1,304,140			1,126,452			15%	16%
Depreciation and amortization	305,817			2,545			308,362			295,241			4%	4%
Gain on disposal of operating assets	(507		)	(19		)	(526		)	(1		)	*	*
Corporate expenses	97,711			29			97,740			85,649			14%	14%
Operating income	293,414			$	(5,933	)	$	287,481		232,155			26%	24%
Operating margin	3.8		%				3.7		%	3.5		%
Interest expense	80,564									75,965
Interest income	(3,447		)							(1,831		)
Equity in losses (earnings) of nonconsolidated affiliates	(2,060		)							17,184
Other expense (income), net	(5,388		)							1,412
Income before income taxes	223,745									139,425
Income tax expense	42,190									26,157
Net income	181,555									113,268
Net income (loss) attributable to noncontrolling interests	(3,323		)							8,966
Net income attributable to common stockholders of Live Nation	$	184,878								$	104,302



Nine months ended September 30,		Year Ended December 31,
2017	2016	2016	2015	2014	2013
2.63	2.25	1.38	1.03	*	*