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 2023 Annual Report on Form 10-K filed with the SEC on February ~~23, 2017, as amended by~~22, 2024.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the ~~Form 10-K/A filed with~~amounts reported in the ~~SEC~~consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. We base our estimates on ~~June 23, 2017.~~historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Seasonality

~~Due to~~Our Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the ~~seasonal nature of shows at~~second and third quarters as our outdoor ~~amphitheaters~~venue concerts and festivals ~~which~~ primarily occur from May through October ~~the Concerts and Sponsorship & Advertising segments experience higher revenue during the second and third quarters. The~~in most major markets. Our Ticketing ~~segment’s~~segment revenue is impacted by fluctuations in the availability and timing 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 partial 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 in advance of when the event occurs. In the United States, this cash is largely associated with events in our 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 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,~~

We expect our seasonality trends to evolve as we continue to expand our global operations.

Variable Interest Entities

In the ~~results~~normal course of business, we enter into joint ventures or make investments in companies that will allow us to ~~date~~expand our core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether we are ~~not necessarily indicative~~the primary beneficiary of a VIE, we assess whether we have the power to direct activities that most significantly impact the economic performance of the ~~results expected for~~entity and have the ~~full year.~~obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities we believe most significantly impact the economic performance of our VIEs include the unilateral ability to approve the annual budget, to terminate key management and to approve entering into agreements with artists, among others. We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding.

As of March 31, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $928 million and $940 million of assets and $590 million and $592 million of liabilities, respectively, related to VIEs included in our balance sheets. None of our VIEs are significant on an individual basis.

Cash and Cash Equivalents

Included in the ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023 cash and cash equivalents balance is ~~$639.9 million~~$1.4 billion and ~~$591.0 million~~,$1.5 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our 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 due to our clients are included in accounts payable, client accounts.

~~Acquisitions~~

~~During the first nine months~~

Table of 2017, the Company completed several acquisitions that were accounted for as business combinations under the acquisition method of accounting. These acquisitions were not significant either on an individual basis or in the aggregate.Contents

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 30, 2017, the Company~~March 31, 2024, 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, no tax benefits have been recognized for losses incurred, if any, in those tax jurisdictions for the first ~~nine~~three months of ~~2017 and 2016.~~2024.

Accounting Pronouncements ~~- Recently Adopted~~

In ~~March 2016,~~June 2022, 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 theAccounting Standards Update 2022-03, which clarifies guidance for ~~embedded derivatives. The guidance should be applied~~fair value measurement of an equity security subject to ~~existing debt instruments using~~ a ~~modified retrospective method as of the beginning of the period of adoption. The Company~~contractual sale restriction and establishes new disclosure requirements for such equity securities. We adopted this guidance on January 1, ~~2017, and the~~2024. 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.

~~Accounting Pronouncements - Not Yet Adopted~~

~~Revenue Recognition~~

In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. 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 and interim periods within that year. Early adoption of the standard is only permitted for annual periods beginning after December 15, 2016 and interim periods within that year. The guidance should be applied retrospectively, either to each prior period presented in the financial statements, 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 Company will adopt this guidance on January 1, 2018, and does not expect the adoption to have a material impact on ~~its~~our consolidated financial ~~position and results of operations.~~statements.

In ~~February 2016,~~November 2023, the FASB issued ~~guidance~~Accounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that ~~requires lessees~~are regularly provided to ~~recognize most leases on their balance sheet as~~the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a ~~lease liability~~reportable segment’s profit or loss and ~~a right-of-use asset, and to disclose key information about leasing arrangements. The~~assets. This guidance is effective for ~~annual periods~~fiscal years beginning after December 15, ~~2018~~2023, and for interim periods within ~~that year, and~~fiscal years beginning after December 15, 2024, with 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, and~~ is currently evaluating the impact ~~that~~of adopting this ~~guidance will have on its financial position and results~~guidance.

Table of ~~operations.~~Contents

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, in the period in which the transfer occurs. That is a change from current guidance which requires companies to defer the income tax effects of intercompany transfers of assets until the asset has been

sold to an outside party or otherwise recognized. The guidance is effective for annual periods beginning after December 15, 2017 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, 2018, and 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 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 all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within that year, and early adoption is permitted. The guidance should be applied prospectively to any transactions occurring within the period of adoption. The Company expects to adopt this guidance on January 1, 2018, and will apply it prospectively to acquisitions occurring on or after January 1, 2018.

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, INTANGIBLES, AND GOODWILL

Property, Plant and Equipment, Net

Property, plant and equipment includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements along with the renewal and improvement of existing venues and technology systems, web development and administrative offices.

Property, plant and equipment, net, consisted of the following:


	March 31, 2024		December 31, 2023
	(in thousands)
Land, buildings and improvements	$	2,085,796	$	2,043,595
Computer equipment and capitalized software	903,837		888,065
Furniture and other equipment	651,519		646,966
Construction in progress	318,633		317,028
Property, plant and equipment, gross	3,959,785		3,895,654
Less: accumulated depreciation	1,843,153		1,794,191
Property, plant and equipment, net	$	2,116,632	$	2,101,463

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~~three months ended ~~September 30, 2017:~~March 31, 2024:


	Revenue- generating contracts		Client / vendor relationships		Venue management and leaseholds		Trademarks and naming rights		Technology and Other (1)		Total
	(in thousands)
Balance as of December 31, 2023:
Gross carrying amount	$	925,257	$	583,436	$	226,788	$	183,493	$	20,220	$	1,939,194
Accumulated amortization	(336,625)		(251,649)		(79,218)		(104,036)		(6,045)		(777,573)
Net	588,632		331,787		147,570		79,457		14,175		1,161,621
Gross carrying amount:
Acquisitions and additions—current year	57,447		—		—		—		129		57,576
Acquisitions and additions—prior year	(2,479)		3,894		(237)		(63)		—		1,115

Foreign exchange	4,938		(2,807)		(946)		842		(41)		1,986
Other (2)	(596)		(1,145)		(4,202)		(869)		47		(6,765)
Net change	59,310		(58)		(5,385)		(90)		135		53,912
Accumulated amortization:
Amortization	(27,378)		(21,851)		(6,450)		(4,520)		(1,806)		(62,005)

Foreign exchange	311		2,113		569		279		(346)		2,926
Other (2)	596		1,145		4,222		47		319		6,329
Net change	(26,471)		(18,593)		(1,659)		(4,194)		(1,833)		(52,750)
Balance as of March 31, 2024:
Gross carrying amount	984,567		583,378		221,403		183,403		20,355		1,993,106
Accumulated amortization	(363,096)		(270,242)		(80,877)		(108,230)		(7,878)		(830,323)
Net	$	621,471	$	313,136	$	140,526	$	75,173	$	12,477	$	1,162,783

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

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

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

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Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the ~~acquisitions~~acquisition of ~~an artist management~~a festival promotion business ~~located~~ in the United ~~States, a concert promotion business located in Italy~~States.

The 2024 acquisitions 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~~ additions to definite-lived intangible assets ~~from acquisitions have~~had weighted-average lives as follows:


		Weighted- Average Life (years)
Revenue-generating contracts		10




Technology		~~Weighted-~~ ~~Average~~ ~~Life (years)~~ 3
~~Client/vendor relationships~~		6
~~Technology~~		4
~~Venue management and leaseholds~~	3
All categories	510

Amortization of definite-lived intangible assets for the three months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~2023 was ~~$53.4~~$62.0 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~~$57.5 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 million, respectively, and for the nine months ended September 30, 2017 and 2016 was $54.9 million and $57.0 million, respectively.

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

Goodwill

In 2016, the Company’s reportable segments were Concerts, Sponsorship & Advertising, Ticketing 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 the Artist Nation segment in the Concerts segment. See further discussion of the segment change in Note 6—Segment Data. The Company’s reporting units reviewed for goodwill impairment remain unchanged.

The following table presents the changes in the carrying amount of goodwill in each of ~~the Company’s~~our reportable segments for the ~~nine~~three months ended ~~September 30, 2017:~~March 31, 2024:


	Concerts		Ticketing		Sponsorship & Advertising		Total
	(in thousands)
Balance as of December 31, 2023:
Goodwill	$	1,439,579	$	1,012,530	$	674,720	$	3,126,829
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	1,004,216		1,012,530		674,720		2,691,466

Acquisitions—current year	2,334		—		—		2,334
Acquisitions—prior year	8,772		—		—		8,772

Dispositions	88		—		—		88
Foreign exchange	(10,091)		3,082		3,829		(3,180)

Balance as of March 31, 2024:
Goodwill	1,440,682		1,015,612		678,549		3,134,843
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	1,005,319	$	1,015,612	$	678,549	$	2,699,480

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

At March 31, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $513.1 million and $447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

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NOTE 3—3—LEASES

The significant components of operating lease expense are as follows:


	Three Months Ended March 31,
		2024		2023
		(in thousands)
Operating lease expense		$	65,736	$	65,329
Variable and short-term lease expense		25,195		31,342
Sublease income		(1,409)		(2,188)
Net lease expense		$	89,522	$	94,483

Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables. Contingent rent obligations, including those related to subsequent changes in the prevailing index or market rate after lease inception, 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:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	79,177	$	73,489
Lease assets obtained in exchange for lease obligations, net of terminations	$	10,950	$	43,636

As of March 31, 2024, we have additional operating leases that have not yet commenced with total lease payments of $113.8 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2024 to June 2030 with lease terms ranging from 2 to 30 years.

NOTE 4—LONG-TERM DEBT

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


		March 31, 2024		December 31, 2023
		(in thousands)
Senior Secured Credit Facility:


	Term loan B	834,718		836,903
	Revolving credit facility	—		370,000
6.5% Senior Secured Notes due 2027		1,200,000		1,200,000
3.75% Senior Secured Notes due 2028		500,000		500,000
4.875% Senior Notes due 2024		575,000		575,000
5.625% Senior Notes due 2026		300,000		300,000
4.75% Senior Notes due 2027		950,000		950,000

2.0% Convertible Senior Notes due 2025		400,000		400,000
3.125% Convertible Senior Notes due 2029		1,000,000		1,000,000
Other long-term debt		505,980		511,210
Total principal amount		6,265,698		6,643,113
Less: unamortized discounts and debt issuance costs		(46,225)		(49,701)
Total long-term debt, net of unamortized discounts and debt issuance costs		6,219,473		6,593,412
Less: current portion		1,137,262		1,134,386
Total long-term debt, net		$	5,082,211	$	5,459,026

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Future maturities of long-term debt at March 31, 2024 are as follows:


	(in thousands)
Remainder of 2024	$	1,128,810
2025	25,700
2026	1,398,192
2027	2,153,870
2028	1,515,542
Thereafter	43,584
Total	$	6,265,698

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 5 – Fair Value Measurements for discussion of the fair value measurement of our long-term debt.

Other Long-term Debt

As of March 31, 2024, other long-term debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue management business during the first quarter of 2023 in the United States and $124.4 million for a Euro denominated note due in 2024.

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NOTE 5—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.

Estimated Fair Value

March 31, 2024

December 31, 2023

Level 1

Level 2

Total

Level 1

Level 2

Total

(in thousands)

Assets:

Cash equivalents

Interest rate swaps

Fair Value Measurements at

September 30, 2017

December 31, 2016

Level 1

(in thousands)

Assets:

Cash equivalents

109,722

55,081

~~The Company has cash~~

Cash equivalents ~~which~~ consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. The fair value for our interest rate swaps are based upon inputs corroborated by observable market ~~which are considered to be Level 1 inputs as defined in the FASB guidance.~~data with similar tenors.

~~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
	March 31, 2024		December 31, 2023
	Level 2
	(in thousands)
6.5% Senior Secured Notes due 2027	$	1,214,040	$	1,222,608
3.75% Senior Secured Notes due 2028	$	464,685	$	469,515
4.875% Senior Notes due 2024	$	572,177	$	570,412
5.625% Senior Notes due 2026	$	297,102	$	297,606
4.75% Senior Notes due 2027	$	908,210	$	913,653
2.0% Convertible Senior Notes due 2025	$	445,020	$	423,668
3.125% Convertible Senior Notes due 2029	$	1,203,590	$	1,136,160

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~~

Non-recurring

For the three months ended March 31, 2024, we recorded a ~~face~~gain related to an investment in a nonconsolidated affiliate of $31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $32.6 million, as a component of other income, net. To calculate the gain on the investment, we remeasured the investment to fair value of ~~$37.5~~$142.2 million ~~and $35.7 million at September 30, 2017 and December 31, 2016, respectively. The Company is unable~~using an observable price from orderly transactions for a similar investment of the same issuer. We remeasured the warrant to ~~determine a~~ fair value of $52.6 million using an option pricing model.

For the three months ended March 31, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $24.3 million, as a component of other income, net. The gain was related to the acquisition of a controlling interest in a concert business, which was previously accounted for ~~this debt.~~as an equity-method investment. To calculate the gain, we remeasured the investment to fair value of $35.2 million using the income approach method.

The key inputs in these fair value measurements include a future cash flow projection, including revenue, profit margins, and adjustment related to discount for lack of marketability. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.

For the three months ended March 31, 2023, there were no significant non-recurring fair value measurements.

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NOTE 4—6—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 and Smith v. Ticketmaster ~~L.L.C.~~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 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~~United States during the same time period, but as of November 2020, each of the lawsuits filed in the United States has been dismissed with prejudice.

The Canadian lawsuits make similar factual allegations that 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 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 variety of remedies, including unspecified compensatory damages, punitive damages, restitution, injunctive relief and attorneys’ fees and costs.

In April 2021, the court in the Gomel lawsuit declined to certify all claims other than those pled under British Columbia’s Business Practices and Consumer Protection Act and claims for punitive damages. 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 2015 through April 2021 that were initially purchased on Ticketmaster.ca. In May 2021, Ticketmaster and Live Nation filed a notice of appeal of the class certification ruling, and the plaintiff filed a cross-appeal shortly thereafter. The appeals were heard in early February 2023. In July 2023, the Court of Appeal for British Columbia issued its ruling, finding that the trial court erred by certifying common issues related to damages in the absence of any evidence supporting a plausible methodology to determine damages on a class-wide basis and remitted the matter back to the motion judge to reconsider his ruling. The Court of Appeal also allowed plaintiff’s cross-appeal in part, certified plaintiff’s proposed common issue regarding restoration, and remitted the plaintiff’s proposed common issues regarding his Competition Act and Unjust Enrichment claims to the motion judge for reconsideration. In September 2023, Ticketmaster and Live Nation filed an application for leave to appeal the Court of Appeal decision to the Supreme Court of Canada. The Court declined to hear the appeal. The matter will now return to the trial court for reconsideration, where plaintiff must demonstrate a plausible methodology to determine damages on a class-wide basis and some basis in fact for the ~~Central District~~common issues related to the Competition Act and Unjust Enrichment claims.

The court in the Watch matter issued its class certification ruling in November 2022. The court declined to certify and dismissed all claims other than those pled under provincial consumer protection statutes relating to drip pricing and certified a class of ~~California. The suit alleged, among other complaints, that~~consumers who purchased tickets between September 2015 and June 2018 from Ticketmaster.ca on 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.”primary market. In December 2022, the spring of 2016, Live Nation and Ticketmaster L.L.C. prevailed in a partial motion to dismiss, and shortly thereafter asserted counterclaims against Songkick, alleging that Songkick tortiously interferedparties filed cross-motions 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 gone to work for Ticketmaster.

~~In October 2017,~~ the Court of Appeal for Saskatchewan, seeking leave to appeal the court’s ruling. A hearing on the parties’ motions for leave to appeal took place in March 2023, and in July 2023, the Court of Appeal granted leave to appeal to both parties. The appeals are fully briefed.

The class certification hearing in ~~part Live Nation’s motion~~the Thompson-Marcial matter took place in March 2024. In April 2024, the court certified common issues in relation to ~~prevent Songkick’s damages expert from testifying, but declined to grant Live Nation’s motion~~the claims 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,~~breach of contract, breach of ticketing legislation, unlawful means conspiracy, negligence and ~~a claim for~~ unjust enrichment, ~~damages arising from alleged trade secret misappropriation. Trial has been set for January 2018. While~~but dismissed the ~~Company remains confident in its case~~claims under the Competition Act and ~~does~~consumer protection legislation.

The McPhee matter is stayed pending the outcome of the Watch matter.

Based on information presently known to management, 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 ~~Company~~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.

Astroworld Litigation

On November 5, 2021, the Astroworld music festival was held in Houston, Texas. During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries. Following these events, at least 450 civil lawsuits have been filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages. Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.

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In June 2023, the Houston Police Department concluded its investigation, and a Grand Jury was empaneled to determine whether criminal charges should be brought against any persons or entities involved in the festival. The Grand Jury returned no indictments, and the criminal matter is ~~ultimately unsuccessful~~now complete.

During the three-month period ending, and subsequent to, March 31, 2024, we settled certain lawsuits and began settlement discussions in earnest with certain remaining parties. As a result, we have recognized $186 million in the first quarter within selling, general and administrative expenses for the estimated probable losses in excess of our expected probable insurance recoveries. Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses. The amount of additional liability, if any, that may result from these or ~~all~~related matters cannot be estimated at this time.

Other Litigation

From time to time, we are involved in other legal proceedings arising in the ordinary course of our business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause us to incur significant expenses. We have also been the ~~amounts~~subject of personal injury and wrongful death claims relating to accidents at ~~stake~~our venues in connection with our operations. As required, we have accrued our estimate of the probable settlement or other losses for the resolution of any outstanding claims. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, including, in some cases, estimated redemption rates for the settlement offered, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be ~~material. The Company is currently unable~~materially affected by changes in our assumptions or the effectiveness of our strategies related to ~~estimate the possible loss or range of loss for this matter because of the uncertainty regarding the outcome of the claims and damages asserted against the Company.~~these proceedings.

NOTE 5—7—EQUITY

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~~Income (Loss)

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

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 )
March 31, 2024:


	Cash Flow Hedge		Foreign Currency Items		Total
	(in thousands)
Balance at December 31, 2023	$	29,350	$	(1,900)	$	27,450
Other comprehensive income before reclassifications	8,369		4,729		13,098
Amount reclassified from AOCI	(4,730)		—		(4,730)
Net other comprehensive income	3,639		4,729		8,368
Balance at March 31, 2024	$	32,989	$	2,829	$	35,818

Earnings Per Share

Basic net income ~~(loss)~~ per common share is computed by dividing the net income ~~(loss)~~ available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net income ~~(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 months ended March 31, 2024 and 2023 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

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


	Three Months Ended March 31,
		2024	2023
Options to purchase shares of common stock		2,301,848	3,237,229
Restricted stock and deferred stock—unvested		4,159,664	3,593,402

Conversion shares related to the convertible senior notes		13,004,660	13,004,660
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		19,466,172	19,835,291

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—SEGMENT DATA~~8—SEGMENTS AND REVENUE RECOGNITION

~~The Company’s~~Our reportable segments are Concerts, Ticketing and Sponsorship & ~~Advertising~~Advertising. We use AOI to evaluate the performance of our operating segments 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 changedefine AOI as operating income (loss) before certain acquisition expenses (including transaction costs, changes in the ~~way~~fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense. We also exclude from AOI the ~~chief operating decision maker,~~impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter, which involved multiple fatalities and injury claims. Ongoing legal costs associated with defense of these claims, such as ~~defined~~attorney fees, are not excluded from AOI. AOI assists investors by allowing them to evaluate changes in the ~~FASB guidance, makes decisions around allocations~~operating results of ~~resources and management responsibilities for this business.~~

~~The Concerts segment involves the promotion~~our portfolio of live music events globally in the Company’s owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation of associated contentbusinesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the ~~provision of management and~~ other services to artists. The 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 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~~.factors that affect reported results.

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 and related depreciation and amortization have not been presented.

The following table presents the results of operations for ~~the Company’s~~our reportable segments for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2024 and ~~2016~~:2023:


	Concerts		Ticketing		Sponsorship & Advertising		Other & Eliminations		Corporate		Consolidated
	(in thousands)






















Three Months Ended March 31, 2024
Revenue	$	2,879,375	$	723,178	$	211,277	$	(14,301)	$	—	$	3,799,529
% of Consolidated Revenue	75.8%		19.0%		5.6%		(0.4)%
Intersegment revenue	$	10,125	$	4,133	$	43	$	(14,301)	$	—	$	—






AOI	$	3,072	$	284,115	$	129,975	$	(7,209)	$	(42,563)	$	367,390


Three Months Ended March 31, 2023
Revenue	$	2,281,212	$	677,741	$	170,118	$	(1,681)	$	—	$	3,127,390
% of Consolidated Revenue	72.9%		21.7%		5.4%		—%
Intersegment revenue	$	898	$	783	$	—	$	(1,681)	$	—	$	—






AOI	$	832	$	271,051	$	95,531	$	(7,939)	$	(39,765)	$	319,710

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Concerts Sponsorship
& Advertising Ticketing Other Corporate Eliminations Consolidated
(in thousands)
Three Months Ended September 30, 2017
Revenue $ 2,939,387
$ 157,981
$ 532,285
$ 6,545
$ —
$ (76,780 ) $ 3,559,418
Direct operating expenses 2,497,234
23,371
283,236
4,477
—
(75,392 ) 2,732,926
Selling, general and administrative expenses 305,494
21,320
144,622
4,428
—
—
475,864
Depreciation and amortization 52,344
6,601
50,318
115
1,362
(1,388 ) 109,352
Loss (gain) on disposal of operating assets (21 ) —
58
—
—
—
37
Corporate expenses —
—
—
—
39,892
—
39,892
Operating income (loss) $ 84,336
$ 106,689
$ 54,051
$ (2,475 ) $ (41,254 ) $ —
$ 201,347
Intersegment revenue $ 73,494
$ —
$ 3,286
$ —
$ —
$ (76,780 ) $ —
Three Months Ended September 30, 2016
Revenue $ 2,644,151
$ 136,087
$ 456,443
$ 2,138
$ —
$ (68,403 ) $ 3,170,416
Direct operating expenses 2,247,976
15,510
231,979
149
—
(67,611 ) 2,428,003
Selling, general and administrative expenses 265,638
20,667
124,007
4,100
—
—
414,412
Depreciation and amortization 52,188
4,448
47,113
1,153
752
(792 ) 104,862
Loss (gain) on disposal of operating assets 241
—
13
—
(1 ) —
253
Corporate expenses —
—
—
—
31,600
—
31,600
Operating income (loss) $ 78,108
$ 95,462
$ 53,331
$ (3,264 ) $ (32,351 ) $ —
$ 191,286
Intersegment revenue $ 64,676
$ —
$ 3,727
$ —
$ —
$ (68,403 ) $ —
Nine Months Ended September 30, 2017
Revenue $ 6,052,515
$ 346,532
$ 1,510,574
$ 13,259
$ —
$ (131,588 ) $ 7,791,292
Direct operating expenses 5,057,567
60,516
805,964
5,759
—
(128,506 ) 5,801,300
Selling, general and administrative expenses 804,562
62,989
411,336
14,670
—
—
1,293,557
The following table sets forth the reconciliation of consolidated AOI to operating income for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
		2024		2023
		(in thousands)
AOI		$	367,390	$	319,710
Acquisition expenses		30,557		13,311
Amortization of non-recoupable ticketing contract advances		24,080		20,363
Depreciation and amortization		132,594		115,185
Loss (gain) on disposal of operating assets		(651)		504
Astroworld estimated loss contingencies		185,915		—
Stock-based compensation expense		31,402		27,571
Operating income (loss)		$	(36,507)	$	142,776

Contract Advances

At March 31, 2024 and December 31, 2023, we had ticketing contract advances of $115.1 million and $143.9 million, respectively, recorded in prepaid expenses and $127.6 million and $135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At March 31, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.6 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 32%, 28%, 21% and 19% of this revenue in the remainder of 2024, 2025, 2026 and thereafter, respectively.

Deferred Revenue

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.

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
		2024		2023
		(in thousands)
Concerts		$	657,150	$	681,380
Ticketing		54,809		34,600
Sponsorship & Advertising		46,487		50,680

		$	758,446	$	766,660

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

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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~~2023 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, 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.~~law

Executive Overview

For the third year in a row, the first quarter ~~of 2017,~~was a record start to the year for the Company with strong fan demand across all our ~~total~~markets. Our overall revenue increased by ~~$389 million, or 12%,~~21% to $3.8 billion on a reported basis, or 22% growth on a constant currency basis as compared to ~~last year, or $353 million, an 11% increase, without~~ the ~~impact~~same period of ~~changes in foreign exchange rates. The~~the prior year. Concerts and Sponsorship both had revenue ~~increase was largely driven by~~ growth in ~~both~~excess of 20% while Ticketing had high single-digit growth. The most significant growth came from our Concerts segment as a result of increased shows and Ticketing segments. The Concerts growth was due to an increase in the number of events and fans attending these events which also drove our highest quarterly concert attendance ever. In Ticketing, strong primary and secondary ticket sales drove the increase in revenue.fans. Our operating income for the quarter ~~improved~~decreased by ~~5% compared to~~$179.3 million, from an operating income of $142.8 million in the ~~third~~first quarter of ~~2016, once again driven by the strong performance~~2023 to an operating loss of ~~all of our segments. For~~$36.5 million in the first ~~nine months~~quarter of ~~2017, our total revenue grew $1.23 billion, or 19%, on a reported basis as compared~~2024 due to ~~last year, or $1.25 billion, a 19% increase, without the impact of changes in foreign exchange rates. All~~higher performance from all three of our major business segments ~~delivered~~offset by Astroworld estimated loss contingencies in our Concerts segment. The decrease in operating income was $166.4 million at constant currency.

Based on our strong ~~revenue increases in~~pipeline of arena, amphitheater and theater and club shows for the ~~first nine months~~remainder of the year, ~~underscoring the~~coupled with our current deferred revenue balance of $5.0 billion as of March 31, 2024, we are optimistic for continued success ~~of our strategic initiatives and~~in the ~~underlying health~~remainder of the ~~live event, advertising and ticketing businesses. As~~year even with reduced stadium activity relative to the ~~leading global live event and ticketing company, we believe that we~~prior year.

All of the segment financial comments to follow are well-positioned to provide the best service to artists, teams, fans and venues and therefore drive growth across all our businesses. By leveraging our leadership position in the entertainment industry to reach fans through the live concert experience, we believe that we will sell more tickets and grow our Sponsorship & Advertising segment revenue.based on reported foreign currency exchange rates.

Our Concerts segment revenue for the quarter increased by ~~$295~~$598 million, or ~~11%~~26%, ~~on a reported basis as~~from $2.3 billion in the first quarter of 2023 to $2.9 billion in the first quarter of 2024. The revenue growth was largely the result of more shows and fans both domestically and in our International markets. The number of events for the first quarter of 2024 was approximately 11,200 compared to approximately 9,900 in the first quarter of 2023, an increase of approximately 1,300 events or 13%. The number of fans for the quarter was 22.9 million compared to approximately 18.9 million last year, for growth of 4.0 million fans or ~~$265 million, a 10% increase, without the impact of changes in foreign exchange rates. This~~21%. The increase was largely ~~due~~in the United States, Canada and Mexico. Arena shows fueled the improvement with fan count up nearly 40% in these venues. Some of the notable acts touring in the first quarter included Coldplay, Pink, Bad Bunny and Madonna. Our festivals in Latin America included Estereo Picnic in Bogota, Lollapalooza in Sao Paulo and EDC Mexico in Mexico City. Combined, our festivals in these markets had three quarters of a million fans. Concerts AOI for the quarter was $3 million compared to ~~significant growth~~$1 million in ~~arena~~the first quarter of 2023.

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Our Ticketing segment revenue for the quarter increased by $45 million, or 7%, from $678 million in the first quarter of 2023 to $723 million in the first quarter of 2024. The improvement resulted from an increase in ticket sales, notably in Europe and ~~stadium activity~~Latin America. We sold approximately 77 million fee-bearing tickets in ~~both North America and Europe with shows~~the first quarter of 2024 compared to 72 million tickets in the same period of the prior year, an increase of 6%. This was our highest first quarter ever for fee-bearing ticket sales driven by ~~artists including U2, Coldplay, Guns N’ Roses, and Metallica. Our onsite initiatives resulted in near~~ double-digit growth in Europe, Asia-Pacific and Latin America. It was our ~~amphitheater ancillary revenue per fan,~~highest first quarter for GTV as well. In the first quarter, we signed 7 million net new tickets of which ~~was driven by various programs including~~70% came from our ~~enhanced beverage program, increasing our points~~International markets – one 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~~leading indicators regarding the future success of 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 resultsTicketing business. Ticketing AOI for the quarter ~~exceeded last year and this was again largely driven~~improved by ~~the high volume of arena and stadium activity as well as our onsite revenue growth initiatives.~~

~~For~~$13 million, from $271 million in the first ~~nine months, our Concerts segment was the largest contributor~~quarter of 2023 to ~~our overall revenue growth, with an increase of $972~~$284 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~~first quarter ~~this higher revenue was largely due to an increase~~of 2024. The combination of record ticket sales, GTV and the expansion of our resale business resulted 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~~strongest Ticketing AOI ever 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.quarter.

Our Sponsorship & Advertising segment revenue for the quarter ~~was up $22~~increased by $41 million, or ~~16%~~24%, ~~on a reported basis as compared to last year, or $20~~from $170 million ~~a 15% increase, without the impact of changes~~ in ~~foreign exchange rates. Higher revenue resulted from new clients and growth in our online business, which also improved our operating income.~~

~~For~~ the first ~~nine months,~~quarter of 2023 to $211 million in the first quarter of 2024. The improvement was largely due to our festivals in Latin America. It was our inaugural year consolidating the Estero Picnic festival in Colombia as well as Lollapalooza in Brazil. These two events, along with a number of well attended festivals in Mexico, led to significant revenue and AOI growth for Sponsorship & Advertising revenue was up $58 million, or 20%, on a reported basis as compared to last year, or $59 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~~Advertising. AOI for the ~~third~~ quarter increased by ~~$76~~$34 million, ~~or 17%, on a reported basis as compared to last year, or $72~~from $96 million a 16% increase, without the impact of changes in foreign exchange rates. This increase was due to growth in fee-bearing ticket sales. We delivered strong growth in ticket sales globally for our Ticketing segment in the first quarter ~~driven by high demand for concert tickets and continued positive fan reaction~~of 2023 to ~~our integrated ticketing platform. Our improvements to our fan-focused website continued to favorably impact our conversion rates~~$130 million in the ~~third~~first quarter ~~as well.~~

~~For the first nine months, Ticketing revenue 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 worldwide for the first nine months, a 10% increase over last year, and our total fee-bearing gross transaction value grew by 14% in the same period. In the first nine months of the year, we continued to see growth in our mobile ticket sales with an increase of 34% and mobile now represents over 30% of our total ticket sales. Our international markets had a very strong first nine months of the year with double-digit ticket sales growth across Europe. 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.2024.

We ~~continue to be~~are optimistic about the long-term potential of our ~~company~~Company and are focused on the key elements of our business model: ~~expand~~expanding our ~~concert~~global concerts platform to connect artists and fans, bringing more shows to fans in existing and new markets as well as improving the on-site experience for our fans by enhancing food and beverage products and premium service offerings. We operate the world’s leading ticketing software and marketplace, tailored to achieving the goals of content owners, venues and sports teams. We expect to drive conversion of ticket sales through ~~social~~development of innovative products that support selling tickets to fans. Our ticket marketplaces have reduced friction in the ticket purchase experience and ~~mobile channels, sell more tickets for our Ticketmaster clients, deliver~~created additional revenue opportunities. In addition, we continue to ~~our fans a fully integrated offering of primary and secondary tickets,~~ grow our sponsorship and ~~online~~advertising partnerships and our clients are able to reach their customers via the powerful connection that live shows creates with ardent fans.

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Consolidated Results of Operations

Three Months


	Three Months Ended March 31,									% Change
	2024							2023
	As Reported		Currency Impacts		At Constant Currency**			As Reported		As Reported	At Constant Currency**
	(in thousands)
Revenue	$	3,799,529	$	7,443	$	3,806,972		$	3,127,390	21%	22%
Operating expenses:
Direct operating expenses	2,646,457							2,115,589		25%
Selling, general and administrative expenses	981,559							690,321		42%
Depreciation and amortization	132,594							115,185		15%
Loss (gain) on disposal of operating assets	(651)							504		*
Corporate expenses	76,077							63,015		21%
Operating income (loss)	(36,507)		12,902		(23,605)			142,776		*	*
Operating margin	(1.0)%				(0.6)		%	4.6%
Interest expense	80,691							89,215
Loss on extinguishment of debt	—							18,366
Interest income	(43,257)							(40,313)
Equity in earnings of nonconsolidated affiliates	(84)							(4,107)
Other expense (income), net	(77,054)							11,583
Income before income taxes	3,197							68,032
Income tax expense	35,414							23,840
Net income (loss)	(32,217)							44,192
Net income attributable to noncontrolling interests	14,516							47,361
Net loss attributable to common stockholders of Live Nation	$	(46,733)						$	(3,169)

____________


*			Percentages are not meaningful.
**			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.

Revenue

Revenue increased $672.1 million during the three months ended March 31, 2024 as compared to the same period of the prior year driven by increased revenue ~~and drive cost efficiencies.~~

~~Our History~~

~~We were incorporated~~ in ~~Delaware on August 2, 2005 in preparation for the contribution~~our Concerts segment of $598.2 million, Ticketing segment of $45.4 million 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, Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.

~~Segment Overview~~

~~Our reportable segments are Concerts,~~ Sponsorship & Advertising ~~and Ticketing. Prior~~of $41.2 million as further discussed within each segment’s operating results.

Operating income

Operating income decreased $179.3 million during the three months ended March 31, 2024 as compared to ~~2017, we reported an Artist Nation segment, which is now included~~the same period of the prior year primarily driven by increased operating losses in our Concerts ~~segment. See further discussion~~segment of ~~the segment change~~$212.2 million partially offset by higher operating income in ~~Item 1.—Financial Statements—Note 6—Segment Data.~~

~~Concerts~~

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.

~~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, advance ticket sales and number of major clients represented. 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~~

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 businesses 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 programs for our clients’ specific brands which are typically experienced exclusively by 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 of $34.6 million and Ticketing segment of $9.6 million as further discussed within each segment’s operating results.

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Other expense (income), net

For the three months ended March 31, 2024, we had other income, net of $77.1 million which includes mark to market adjustments for certain investments in nonconsolidated affiliates of $88.7 million, partially offset by net foreign exchange rate losses of $11.8 million. For the three months ended March 31, 2023, we had other expense, net of $11.6 million which includes net foreign exchange rate losses of $9.5 million. The net foreign exchange rate losses result primarily ~~review~~from revaluation of certain foreign currency denominated net assets held internationally.

Income tax expense

For the ~~revenue generated through sponsorship arrangements,~~three months ended March 31, 2024, we had a net tax expense of $35.4 million on income before income taxes of $3.2 million compared to a net tax expense of $23.8 million on income before income taxes of $68.0 million for the ~~percentage~~three months ended March 31, 2023. For the three months ended March 31, 2024, the income tax expense consisted of ~~expected revenue under contract~~$28.0 million related to foreign entities, $1.3 million related to United States federal taxes, and ~~online advertising revenue. For business that is conducted~~$6.1 million related to state and local income taxes. The net increase in ~~foreign markets, we also compare~~tax expense of $11.6 million was primarily due to profits in certain non-United States jurisdictions.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests decreased $32.8 million during the three months ended March 31, 2024 as compared to the same period of the prior year primarily due to lower operating results from ~~our foreign operations to prior periods without~~certain concert businesses during the ~~impact~~first three months of ~~changes in foreign exchange rates.~~

~~Ticketing~~

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. Gross transaction value, or GTV, represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket2024 as well as the service charge. Service charges are generally based on a percentage 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 salecompared 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.prior year.

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

To judge the health of our Ticketing segment, we primarily review 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, the purchase conversion rate, the overall number of customers in our database, the number 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.

~~Key Operating Metrics~~

Three Months Ended
September 30, Nine Months Ended
September 30,
2017 2016 2017 2016
(in thousands except estimated events)
Concerts ⁽¹⁾

Estimated events:
North America 5,275
4,950
14,207
12,835
International 1,483
1,207
6,225
5,800
Total estimated events 6,758
6,157
20,432
18,635
Estimated fans:
North America 21,561
22,095
42,659
39,151
International 7,980
5,808
22,379
16,724
Total estimated fans 29,541
27,903
65,038
55,875
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

~~_________~~

⁽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 number of fee-bearing tickets sold includes 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 period regardless of event timing, except for our own events where our concert promoters control ticketing and which are reported as the events occur. The non-fee-bearing tickets sold reported above includes 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.

Non-GAAP ~~Measures~~Measure

~~Reconciliation of Adjusted Operating Income (Loss)~~AOI

AOI is a non-GAAP financial measure that we define as consolidated operating income (loss) before certain acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and ~~certain~~ stock-based compensation ~~expense~~.expense. We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter, which involved multiple fatalities and injury claims. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

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

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~~

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~~Constant currency~~The following table sets forth the reconciliation of consolidated operating income to consolidated AOI for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
		2024		2023
		(in thousands)
Operating income (loss)		$	(36,507)	$	142,776
Acquisition expenses		30,557		13,311
Amortization of non-recoupable ticketing contract advances		24,080		20,363
Depreciation and amortization		132,594		115,185
Loss (gain) on disposal of operating assets		(651)		504
Astroworld estimated loss contingencies		185,915		—
Stock-based compensation expense		31,402		27,571
AOI		$	367,390	$	319,710

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Segment Overview

Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising.

Concerts

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 ~~non-GAAP financial measure. We calculate currency impacts~~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 under management. In addition, at our owned or operated venues and festivals, we monitor APF 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.

Ticketing

Revenue related to ticketing service charges is recognized when the ticket is sold for our third-party clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized when the event occurs. 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 ~~difference between current period activity translated using~~service charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the ~~current period’s currency exchange rates~~pricing of our service charges.

Ticketing direct operating expenses include 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 ~~comparable~~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, and the overall number of customers in our database. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior ~~period’s currency~~periods without the impact of changes in foreign exchange rates. We

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.

Table of Contents

Key Operating Metrics


	Three Months Ended March 31,
		2024	2023
		(in thousands except estimated events)
Concerts (1)
Estimated events:
North America (2)		7,177	6,309
International		4,026	3,596
Total estimated events		11,203	9,905
Estimated fans:
North America (2)		10,891	7,658
International		12,039	11,243
Total estimated fans		22,930	18,901
Ticketing (3)
Estimated number of fee-bearing tickets sold		76,578	72,266
Estimated number of non-fee-bearing tickets sold		78,432	73,200
Total estimated tickets sold		155,010	145,466

_________

(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 ~~constant currency information~~at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.

(2)North America refers to ~~provide a framework~~our events and fans within the United States and Canada.

(3)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 ~~assessing how~~ our ~~underlying businesses performed excluding~~own events where our concert promoters control ticketing which are reported when the ~~effect~~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 ~~foreign currency rate fluctuations.~~any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.

Table of Contents

Segment Operating Results

Concerts

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


	Three Months Ended March 31,				% Change
		2024			2023
	(in thousands)
Revenue		$	2,879,375		$	2,281,212		26%
Direct operating expenses		2,359,491			1,838,446			28%
Selling, general and administrative expenses		726,840			456,545			59%
Depreciation and amortization		90,363			70,528			28%
Loss (gain) on disposal of operating assets		(712)			115			*

Operating loss		$	(296,607)		$	(84,422)		*
Operating margin		(10.3)		%	(3.7)		%
AOI		$	3,072		$	832		*
AOI margin **		0.1		%	—		%

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”~~Measure” above for the definition ~~and reconciliation~~ of AOI ~~and AOI~~ margin.

Three Months

Revenue

Concerts revenue increased ~~$295.2~~$598.2 million during the three months ended ~~September 30, 2017~~March 31, 2024 as compared to the same period of the prior year, primarily due to increased shows and fan growth across the United States and international markets. In particular, higher arena shows and fan count contributed to the increase in revenue. Concerts had incremental revenue of $59.2 million during the three months ended March 31, 2024 from acquisitions and new venues.

Operating results

Concerts AOI increased $2.2 million for the three months ended March 31, 2024 as compared to the same period of the prior year primarily driven by an increase in revenue discussed above partially offset by higher direct operating expenses to support increased shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses. The increase in operating losses of $212.2 million and remaining change in operating loss outside of AOI of $214.4 million is primarily associated with Astroworld estimated loss contingencies of $185.9 million during the current year and higher depreciation and amortization of $19.8 million for additional capital expenditures incurred to support the increased operations.

Table of Contents

Ticketing

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


	Three Months Ended March 31,				% Change
		2024			2023

	(in thousands)
Revenue		$	723,178		$	677,741		7%
Direct operating expenses		253,834			238,157			7%
Selling, general and administrative expenses		215,255			193,195			11%
Depreciation and amortization		23,514			25,084			(6)%
Loss on disposal of operating assets		44			374			(88)%

Operating income		$	230,531		$	220,931		4%
Operating margin		31.9		%	32.6		%
AOI		$	284,115		$	271,051		5%
AOI margin **		39.3		%	40.0		%

_______


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

Three Months

Revenue

Ticketing revenue increased $45.4 million during the three months ended March 31, 2024 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~~is primarily due to higher sales volumes in international markets driven by more ~~shows~~events on sale due to more fan demand in arenas, stadiums and theaters and clubs globally, higher average attendance at our events and incremental revenue of $64.3 million from acquisitions, primarily of concert and festival promotion businesses. These increases were partially offset by fewer shows in our North America amphitheaters.2024 as compared to 2023.

Operating results

~~The~~Ticketing AOI increased by $13.1 million and operating income ~~for Concerts for~~increased $9.6 million during the three months ended September 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~~March 31, 2024 as compared to the same period of the prior year. ~~Excluding the decrease of $13.1 million related to currency impacts, revenue increased $984.7 million, or 19%, on a constant currency basis. This growth~~These increases was primarily ~~due to more shows in arenas, stadiums and theaters and clubs globally along with higher average attendance at stadium and arena events. Festival activity also increased in Europe~~ driven by new festivals, and we had higher tour-related merchandise sales and commissions in the management business. Concerts had incremental revenue of $192.0 million from acquisitions, primarily of concert and festival promotion businesses.increased ticketing activity discussed above. These increases were partially offset by ~~fewer shows in our North America amphitheaters.~~higher direct operating expenses to support the increased operations and enterprise growth.

~~Operating results~~

~~The increase in operating income for Concerts for the nine months ended~~ ~~September 30, 2017~~ was primarily driven by improved operating results at our events and higher management results partially 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

Table of ~~acquisition-related contingent consideration.~~Contents

Sponsorship & Advertising

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


	Three Months Ended March 31,				% Change
		2024			2023
	(in thousands)
Revenue		$	211,277		$	170,118		24%
Direct operating expenses		45,537			40,667			12%
Selling, general and administrative expenses		38,292			36,072			6%
Depreciation and amortization		15,740			16,242			(3)%
Loss on sale of operating assets		17			—			100%

Operating income		$	111,691		$	77,137		45%
Operating margin		52.9		%	45.3		%
AOI		$	129,975		$	95,531		36%
AOI margin **		61.5		%	56.2		%

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”~~Measure” above for the definition ~~and reconciliation~~ of AOI ~~and AOI~~ margin.

Three Months

Revenue

Sponsorship & Advertising revenue increased ~~$21.9~~$41.2 million during the three months ended ~~September 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~~March 31, 2024 as compared to the same period of the prior year primarily ~~due to increases~~driven by increased sponsorship activity from our festivals in ~~contractual bonus accruals and higher headcount.~~Latin America.

~~Equity in losses (earnings) of nonconsolidated affiliates~~Operating results

Equity in losses (earnings) of nonconsolidated affiliates for the nine months ended September 30, 2016 includes the impairment charges discussed above in “—Consolidated Results of Operations” for the three-month period. There were no significant impairment charges recorded for 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~~Sponsorship & Advertising AOI increased $34.4 million and ~~net foreign exchange rate losses of $0.8~~operating income increased $34.6 million for the ~~nine~~three months ended ~~September 30, 2017 and 2016, respectively, primarily from revaluation of certain foreign currency denominated net assets held internationally.~~

~~Income tax expense~~

For the nine months ended September 30, 2017, we had a net tax expense of $42.2 million on income before income taxes of $223.7 million compared to a net tax expense of $26.2 million on income before income taxes of $139.4 million for the nine months ended September 30, 2016. For the nine months ended September 30, 2017, income tax expense consisted of $38.0 million related to foreign entities, $0.5 million related to United States federal income taxes and $3.7 million related to state and local income taxes. The net increase in tax expense of $16.0 million is due primarily to an increase in earnings in certain non-United States jurisdictions.

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

~~Net income (loss) attributable to noncontrolling interests~~ ~~decreased$12.3 million~~March 31, 2024 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~~year. These increases were primarily due to ~~lower~~increased revenues from higher sponsorship activity discussed above. The increases were partially offset by higher direct operating ~~results from certain festival and management businesses.~~expenses due to additional fulfillment costs to support the growth in sponsorship activity.

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Liquidity and Capital Resources

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~~$6.5 billion at ~~September 30, 2017~~March 31, 2024 and ~~$1.5~~$6.2 billion at December 31, ~~2016.~~2023. Included in the ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016~~2023 cash and cash equivalents balances are ~~$639.9 million~~$1.4 billion and ~~$591.0 million,~~$1.5 billion, 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~~$3.1 billion in cash and cash equivalents, excluding client cash, at ~~September 30, 2017.~~March 31, 2024. 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~~$6.2 billion and $6.6 billion, respectively, at ~~September 30, 2017~~March 31, 2024 and December 31, ~~2016.~~2023. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was ~~3.9%~~4.6% at ~~September 30, 2017.~~March 31, 2024 with approximately 93% of our debt at a fixed rate. Our weighted-average cost of debt for short-term borrowings outstanding at March 31, 2024, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.1%.

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.

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. 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. 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. 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.

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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. 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

Amended Senior Secured Credit Facility

~~In June 2017, we amended our term loan B under the~~Our senior secured credit facility ~~reducing~~provides for borrowings of up to $1.3 billion with a $250 million sublimit for the ~~applicable interest rate. At September 30, 2017, our senior secured~~issuance of letters of credit and a $100 million for swingline borrowings. The revolving credit facility ~~consists of (i)~~allows for a ~~$190~~$780 million ~~term loan A facility, (ii)~~sublimit for borrowings in U.S. Dollars, Euros, or Sterling, and a ~~$970~~$260 million ~~term loan B facility and (iii) a $365 million~~sublimit for borrowings in those or one or more other approved non-U.S. currencies. The revolving credit ~~facility. Subject~~facility will be available to us and, if designated in the future, certain of our foreign subsidiaries. The Amended Credit Agreement provides for the right, subject to certain conditions, ~~we have the right~~ to increase the ~~facility~~term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of ~~$625 million and~~(x) $1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) additional amounts so long as the senior secured leverage ratio, ~~calculated~~ on a pro-forma basis ~~(as defined in the agreement)~~after giving effect to such increase, is no greater than ~~3.25x. The revolving credit facility provides for borrowing up~~4.50x.

Our obligations under the Amended Credit Agreement will continue to be guaranteed by the ~~amount~~majority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the ~~facility with sublimits~~foreign subsidiary borrowers, if any, will be guaranteed by us, the majority of upour direct and indirect domestic subsidiaries, and by certain of our wholly-owned foreign subsidiaries. The obligations under the Amended Credit Agreement and the guarantees will continue to (i) $150 million for the issuance of letters of credit, (ii) $50 million for swingline loans, (iii) $200 million for borrowings in Euros and British Pounds and (iv) $50 million for borrowings in one or more other approved currencies. The senior secured credit facility isbe secured by ~~(i)~~ a ~~first priority~~ lien on substantially all of our tangible and intangible personal property ~~of our~~and the domestic subsidiaries that are guarantors, and ~~(ii)~~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 and 65% of each class of capital stock of any first-tier foreign subsidiaries and, if there are any foreign borrowers, by certain of the assets of such foreign borrowers and certain foreign subsidiaries, subject to ~~certain~~limited exceptions.

The interest rates per annum applicable to the revolving credit facility ~~loans and~~under the ~~term loan A under the~~amended senior secured credit facility are, at our option, equal to either ~~LIBOR~~Term SOFR plus ~~2.25%~~1.75% or a base rate (as defined in the Credit Agreement) plus ~~1.25%, subject to stepdowns based on our net leverage ratio.~~ 0.75%.

The ~~amended~~ interest rates per annum applicable to the term loan B are, at our option, equal to either ~~LIBOR~~Term Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus ~~2.25%~~1.75% or a base rate plus ~~1.25%~~0.75%. We ~~are required to pay a commitment fee~~have an interest rate swap agreement that ensures the interest rate on $500 million principal amount of ~~0.5% per year on the undrawn portion available under the revolving credit facility, subject to a stepdown based on~~ our ~~net leverage ratio, and variable fees on~~ outstanding ~~letters of credit.~~

~~For the~~ term loan ~~A, we are required to make quarterly payments increasing over time from $2.4 million to $28.5 million with the balance due at maturity in~~B does not exceed 3.445% through October ~~2021.~~2026. 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 revolving credit facility matures in October 2021.~~2026. We are also required to make mandatory prepayments of the ~~loans under the credit agreement,~~loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.

~~Stock Option Exercises~~We are required to pay a commitment fee of 0.35% per year on the undrawn portion available under the revolving credit facility and variable fees on outstanding letters of credit. Based on our outstanding letters of credit of $31.5 million, $1.27 billion was available for future borrowings from our revolving credit facility as of March 31, 2024.

~~During~~The revolving credit facility matures on November 16, 2028, provided, that if (x) any of the ~~nine months ended September 30, 2017, we received $44.7~~term loan B, our 6.5% Senior Secured Notes due 2027, or our 4.75% Senior Notes due 2027 remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $500 million and (y) our consolidated free cash on such date is less than the sum of ~~proceeds from~~such outstanding principal amount plus $500 million, then the ~~exercise~~maturity date of ~~stock options.~~

~~Debt Covenants~~

~~Our~~the amended senior secured credit facility ~~contains~~will instead be such date.

During the three months ended March 31, 2024, we repaid $370 million of principal related to our revolving credit facility. No material gain or loss was recorded as a ~~number~~result of covenants and restrictions that, among other things, requires us to satisfy certain financial covenants and restricts 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). 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 senior secured credit facility agreement has one covenant, measured quarterly, that relates to total leverage. The consolidated total leverage covenant requires us to maintain a ratio of consolidated total funded debt to consolidated EBITDA (both as defined in the credit agreement) of 5.5x over the trailing four consecutive quarters through September 30, 2017. The consolidated total leverage ratio will reduce to 5.25x on December 31, 2017, 5.0x on December 31, 2018, 4.75x on December 31, 2019 and 4.5x on December 31, 2020.this repayment.

The indentures governing our 4.875% senior notes and 5.375% 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 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, all as defined in the applicable debt agreements.Debt Covenants

As of ~~September 30, 2017,~~March 31, 2024, 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.~~2024.

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Uses of Cash

Acquisitions

~~When~~During the three months ended March 31, 2024, we ~~make~~completed various acquisitions ~~the~~that resulted in cash acquired, ~~entity may have cash at the time of acquisition. All amounts related to the use~~net of cash ~~for acquisitions discussed in this section are presented net~~paid of any cash acquired. During the nine months ended September 30, 2017, we used $18.8 million of cash primarily for the acquisitions of ticketing businesses located in the United States, the Czech Republic and Poland, a concert promotion business located in Italy and a controlling interest in an artist management business located in the United States. As of the date of acquisition, the acquired businesses had a total of $8.9 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 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.$10.0 million.

Capital Expenditures

Venue and ticketing operations ~~are capital intensive businesses, requiring continual~~require ongoing 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~~revenue generating capital expenditures and ~~revenue~~maintenance capital expenditures. Revenue generating capital ~~expenditures.~~expenditures generally relate to the construction of new venues to expand our global footprint, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. 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~~expenditures funded by insurance proceeds, consisted of the following:

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 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.


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Revenue generating	$	75,474	$	57,428
Maintenance	22,491		8,640
Total capital expenditures	$	97,965	$	66,068

Revenue generating capital expenditures during the first ~~nine~~three months of ~~2017~~2024 increased from the same period of the prior year primarily due to ~~food and beverage and wi-fi~~ enhancements at our theaters and amphitheaters ~~festival site improvements and higher investment~~ in ~~technology.~~the United States.

We ~~currently~~ expect capital expenditures to be approximately ~~$220~~$600 million for the ~~full~~ year ending December 31, 2024 with approximately 75% of ~~2017~~.the capital expenditures on revenue generating projects.

Cash Flows

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 )


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Cash provided by (used in):
Operating activities	$	988,870	$	1,155,848
Investing activities	$	(170,699)	$	(59,789)
Financing activities	$	(478,356)	$	225,701

Operating Activities

Cash provided by operating activities ~~increased $297.7~~decreased $167.0 million for the ~~nine~~three months ended September 30, 2017 as compared to the same period of the prior year. During the first nine months of 2017, we delivered higher net income and our accounts payable and accrued liabilities increased based on timing of payments.

~~Investing Activities~~

~~Cash used in investing activities decreased $24.7 million for the nine months ended September 30, 2017~~March 31, 2024 as compared to the same period of the prior year primarily due to ~~lower net payments for acquisitions~~higher mark-to-market gains on certain investments in nonconsolidated affiliates combined with an overall decrease in 2024 operating results as discussed within each segment’s operating results partially offset by ~~higher purchases~~changes in operating assets and liabilities from timing of ~~property, plant~~events on sale, payments and ~~equipment.~~receipts.

Investing Activities

Cash used in investing activities increased $110.9 million for the three months ended March 31, 2024 as compared to the prior year primarily due to lower cash acquired from acquisitions, net of cash paid. See “—Uses of ~~Cash”~~Cash - Acquisitions and Capital Expenditures” above for further discussion.

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Financing Activities

Cash used in financing activities ~~decreased $84.0~~was $478.4 million for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 primarily due to the principal repayment of our revolving credit facility as compared to cash provided by financing activities of $225.7 million for the same period of the prior year primarily ~~as a result of higher~~due to proceeds in 2023 from the ~~exercise~~issuance of ~~stock options~~our 3.125% convertible senior notes partially offset by the repurchase of our 2.5% convertible senior notes and ~~fewer purchases~~capped call transactions in 2023. See “—Sources of ~~noncontrolling interests.~~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.

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.

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 in any hyper-inflationary countries.~~ Our foreign operations reported operating income of ~~$134.7~~$77.3 million for the ~~nine~~three months ended ~~September 30, 2017.~~March 31, 2024. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2024 by ~~$13.5~~$7.7 million. As of ~~September 30, 2017,~~March 31, 2024, our ~~primary~~most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and ~~Canadian Dollar.~~Mexican Peso. 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 30, 2017,~~March 31, 2024, we had forward currency contracts ~~and options~~ outstanding with aan aggregate notional amount of ~~$124.3~~$267.8 million.

Interest Rate Risk

Our market risk is also affected by changes in interest rates. We had ~~$2.4~~$6.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of ~~September 30, 2017,~~March 31, 2024. Of the total amount, we had $5.8 billion of ~~which $1.2 billion was~~ fixed-rate debt and ~~$1.2~~$0.5 billion ~~was~~of floating-rate debt.

Based on the amount of our floating-rate debt as of ~~September 30, 2017~~,March 31, 2024, 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.~~$1.2 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 30, 2017~~March 31, 2024 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 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 agreement was amended in February 2023 along with ~~an aggregate~~the transition from LIBOR to SOFR. 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%~~3.445%.

Accounting 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.~~

~~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~~Other Pronouncements

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

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In August 2022, the Inflation Reduction Act (IRA) was enacted in the United States, which includes health care, clean energy, and income tax provisions. The income tax provisions amend the Internal Revenue Code to include among other things a corporate alternative minimum tax for the 2023 tax year. The Company is still assessing the impact due to lack of United States Treasury regulations which are anticipated to be issued in 2024; however, the IRA is not expected to have a material impact on the Company's financial statements due to net operating losses and full valuation allowances for the United States, which is our most significant jurisdiction. We will continue to monitor to ensure our financial results and related tax disclosures are in compliance with the IRA tax legislation.

On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules designed to ensure large multinational enterprises (“MNE”) pay a minimum level of tax arising in each jurisdiction they operate. Over 135 jurisdictions joined a plan to update key elements of the international tax system and provide for a coordinated system of taxation that imposes top-up tax on profits arising in a jurisdiction whenever the effective rate is below the minimum rate. Effective January 1, 2024, many of these jurisdictions have enacted a global 15% minimum effective tax rate. This minimum rate applies to MNE’s with consolidated revenue above €750 million. While additional guidance is expected from the OECD in 2024, we do not expect The Pillar Two rules to have a material impact to our financial statement income or tax cash flows for the current period. We will continue to monitor further guidance from the OECD and evaluate any impact it may have to our consolidated financial results.

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~~2023 Annual Report on Form 10-K filed with the SEC on February ~~23, 2017.~~22, 2024.

There have been no changes to our critical accounting policies during the ~~nine~~three months ended ~~September 30, 2017~~.March 31, 2024.

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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 30, 2017~~,March 31, 2024, 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.

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.

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—6 – 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~~2023 Annual Report on Form 10-K filed with the SEC on February ~~23, 2017,~~22, 2024, 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~~2023 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 March 31, 2024:


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)
January 2024	51,479	$91.81
February 2024	47,462	$93.42
March 2024	154,613	$105.57
	253,554

(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 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.~~No director or officer adopted or terminated any Rule 10b5-1 plan, or any other written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” during the three months ended March 31, 2024.

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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

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)

§ Management contract or compensatory plan or arrangement.

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~~May 2, ~~2017.~~2024.



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~~

~~Exhibit~~

~~No.~~

~~Form~~

~~File No.~~

~~Exhibit No.~~

~~Filing Date~~

~~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.~~

~~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.~~


Delaware			20-3247759

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


GLOSSARY OF KEY TERMS
AOCI
~~AOCI~~	Accumulated other comprehensive income (loss)
AOI		Adjusted operating income (loss)
APF		Ancillary revenue per fan
Company		Live Nation Entertainment, Inc. and subsidiaries



FASB		Financial Accounting Standards Board
GAAP		United States Generally Accepted Accounting Principles
GTV		Gross transaction value

LIBOR		London Inter-Bank Offered Rate
Live Nation		Live Nation Entertainment, Inc. and subsidiaries
~~FASB~~		~~Financial Accounting Standards Board~~
~~GAAP~~SEC		~~United States Generally Accepted Accounting Principles~~
~~Live Nation~~	~~Live Nation Entertainment, Inc. and subsidiaries~~
~~SEC~~	United States Securities and Exchange Commission
~~Ticketmaster~~SOFR		~~The~~Secured Overnight Financing Rate
Ticketmaster		Our ticketing business ~~of the Company~~
VIE		Variable interest entities


	March 31, 2024		December 31, 2023
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	6,501,709	$	6,231,866
Accounts receivable, less allowance of $73,157 and $82,350, respectively	2,279,906		2,069,054
Prepaid expenses	1,474,295		1,147,581
Restricted cash	7,640		7,090
Other current assets	164,230		122,163
Total current assets	10,427,780		9,577,754
Property, plant and equipment, net	2,116,632		2,101,463
Operating lease assets	1,577,490		1,606,389
Intangible assets
Definite-lived intangible assets, net	1,162,783		1,161,621
Indefinite-lived intangible assets, net	377,894		377,349
Goodwill	2,699,480		2,691,466
Long-term advances	608,506		623,154
Other long-term assets	1,059,624		934,849
Total assets	$	20,030,189	$	19,074,045
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	1,878,540	$	1,866,864
Accounts payable	248,196		267,493
Accrued expenses	2,766,166		3,006,281
Deferred revenue	5,025,357		3,398,028
Current portion of long-term debt, net	1,137,262		1,134,386
Current portion of operating lease liabilities	159,372		158,421
Other current liabilities	113,517		128,430
Total current liabilities	11,328,410		9,959,903
Long-term debt, net	5,082,211		5,459,026
Long-term operating lease liabilities	1,642,377		1,686,091

Other long-term liabilities	524,454		488,159
Commitments and contingent liabilities (see Note 6)
Redeemable noncontrolling interests	983,550		893,709
Stockholders' equity
Common stock	2,302		2,298
Additional paid-in capital	2,308,595		2,367,918
Accumulated deficit	(2,454,682)		(2,407,949)
Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive income	35,818		27,450
Total Live Nation stockholders' equity	(114,832)		(17,148)
Noncontrolling interests	584,019		604,305
Total equity	469,187		587,157
Total liabilities and equity	$	20,030,189	$	19,074,045



	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


	Three Months Ended March 31,
	2024		2023
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(32,217)	$	44,192
Reconciling items:
Depreciation	70,589		57,710
Amortization	62,005		57,475
Amortization of non-recoupable ticketing contract advances	24,080		20,363
Deferred income tax benefit	(5,729)		(2,550)
Amortization of debt issuance costs and discounts	3,943		4,630
Loss on extinguishment of debt	—		18,366
Stock-based compensation expense	31,402		27,571
Unrealized changes in fair value of contingent consideration	12,807		9,702

Equity in losses of nonconsolidated affiliates, net of distributions	3,571		7,793
Provision for uncollectible accounts receivable	1,248		6,054
Gain on mark-to-market of investments in nonconsolidated affiliates	(89,840)		(668)
Other, net	(10,386)		2,911
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(217,998)		(163,603)
Increase in prepaid expenses and other assets	(360,997)		(369,494)

Decrease in accounts payable, accrued expenses and other liabilities	(185,039)		(460,749)
Increase in deferred revenue	1,681,431		1,896,145
Net cash provided by operating activities	988,870		1,155,848
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable	(31,495)		(33,579)
Collections of notes receivable	2,639		2,825

Investments made in nonconsolidated affiliates	(12,392)		(6,455)
Purchases of property, plant and equipment	(134,053)		(116,886)

Cash acquired from acquisitions, net of cash paid	10,010		96,382
Purchases of intangible assets	(11,673)		—

Other, net	6,265		(2,076)
Net cash used in investing activities	(170,699)		(59,789)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	562		987,793
Payments on long-term debt	(373,253)		(604,584)
Contributions from noncontrolling interests	28		5,944
Distributions to noncontrolling interests	(56,162)		(54,915)
Purchases of noncontrolling interests, net	(8,795)		(21,606)
Payments for capped call transactions	—		(75,500)
Proceeds from exercise of stock options	1,787		994
Taxes paid for net share settlement of equity awards	(25,483)		(7,949)
Payments for deferred and contingent consideration	(16,421)		(2,606)
Other, net	(619)		(1,870)
Net cash provided by (used in) financing activities	(478,356)		225,701
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(69,422)		63,318
Net increase in cash, cash equivalents, and restricted cash	270,393		1,385,078
Cash, cash equivalents and restricted cash at beginning of period	6,238,956		5,612,374
Cash, cash equivalents and restricted cash at end of period	$	6,509,349	$	6,997,452


☒
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


			Page

	~~Page~~
PART I—FINANCIAL INFORMATION
Item 1.		Financial Statements	2
		Consolidated Balance Sheets ~~(Unaudited)~~ as of ~~September 30, 2017~~March 31, 2024 (Unaudited) and December 31, ~~2016~~2023	2
		Consolidated Statements of Operations (Unaudited) for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 202 4 and ~~2016~~2023	3
		Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 202 4 and ~~2016~~2023	4
		Consolidated Statements of Changes in Equity (Unaudited) for the three months ended March 31, 2024 and 2023	5
		Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 202 4 and ~~2016~~2023	57
		Notes to Consolidated Financial Statements (Unaudited)	68
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations	1619
Item 3.		Quantitative and Qualitative Disclosures About Market Risk	3334
Item 4.		Controls and Procedures	3334
PART II—OTHER INFORMATION
Item 1.		Legal Proceedings	3435
Item 1A.		Risk Factors	3435
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds	3435
Item 3.		Defaults Upon Senior Securities	3435
Item 5.		Other Information	3435
Item 6.		Exhibits	3436



	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


	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, 2023	229,785,241	$	2,298	$	2,367,918	$	(2,407,949)	$	(6,865)	$	27,450	$	604,305	$	587,157	$	893,709

Non-cash and stock-based compensation	—	—		36,665		—		—		—		—		36,665		—
Common stock issued under stock plans, net of shares withheld for employee taxes	348,102	3		(25,486)		—		—		—		—		(25,483)		—
Exercise of stock options	64,364	1		1,786		—		—		—		—		1,787		—


Acquisitions	—	—		—		—		—		—		16,687		16,687		30,681

Purchases of noncontrolling interests	—	—		2,260		—		—		—		(9)		2,251		(12,216)

Redeemable noncontrolling interests fair value adjustments	—	—		(74,548)		—		—		—		—		(74,548)		74,966
Contributions received	—	—		—		—		—		—		—		—		28
Cash distributions	—	—				—		—		—		(48,832)		(48,832)		(7,330)
Other	—	—		—		—		—		—		2,106		2,106		(1,042)
Comprehensive income (loss):
Net income (loss)	—	—		—		(46,733)		—		—		9,762		(36,971)		4,754
Unrealized gain on cash flow hedge	—	—		—		—		—		8,369		—		8,369		—
Realized gain on cash flow hedge	—	—		—		—		—		(4,730)		—		(4,730)		—
Foreign currency translation adjustments	—	—		—		—		—		4,729		—		4,729		—
Balance at March 31, 2024	230,197,707	$	2,302	$	2,308,595	$	(2,454,682)	$	(6,865)	$	35,818	$	584,019	$	469,187	$	983,550



	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



	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



	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	*	*