UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

Form 10-Q

____________________________________


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

For the quarterly period ended ~~June 30, 2023~~March 31, 2024


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

For the transition period from to

Commission File Number 001-32601

____________________________________

LIVE NATION ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

____________________________________


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

9348 Civic Center Drive

Beverly Hills, CA 90210

(Address of principal executive offices, including zip code)

(310) 867-7000

(Registrant’s telephone number, including area code)

______________________________________________________________

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $.01 Par Value Per Share

LYV

New York Stock Exchange

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

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

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

Large Accelerated Filer

Accelerated Filer

Non-accelerated Filer

Smaller Reporting Company

☐

Emerging Growth Company

☐

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

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

On ~~July 20, 2023,~~April 25, 2024, there were ~~230,151,239~~231,442,568 outstanding shares of the registrant’s common stock, $0.01 par value per share, including ~~1,474,521~~1,698,794 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.

LIVE NATION ENTERTAINMENT, INC.

INDEX TO FORM 10-Q


		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Consolidated Balance Sheets ~~(Unaudited)~~ as of ~~June 30, 2023~~March 31, 2024 (Unaudited) and December 31, ~~2022~~2023	2
	Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 202 ~~three~~4 and si x ~~months ended~~ ~~June 30~~, 2023 ~~and~~ ~~2022~~	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three ~~and~~ ~~six~~ months ended March 31, 202 ~~June 30~~4 ~~, 2023~~ and 20223	4
	Consolidated Statements of Changes in Equity (Unaudited) for the three ~~and~~ ~~six~~ months ended ~~June 30~~,March 31, 2024 and 2023 ~~and 2022~~	5
	Consolidated Statements of Cash Flows (Unaudited) for the ~~six~~ three months ended March 31, 202 ~~June 30~~4 ~~, 2023~~ and 20223	97
	Notes to Consolidated Financial Statements (Unaudited)	108
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2219
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3734
Item 4.	Controls and Procedures	3734
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	3835
Item 1A.	Risk Factors	3835
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3835
Item 3.	Defaults Upon Senior Securities	3835
Item 5.	Other Information	3835
Item 6.	Exhibits	3936


GLOSSARY OF KEY TERMS
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
~~LNE~~			~~Live Nation Entertainment, Inc.~~
SEC			United States Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
Ticketmaster			Our ticketing business
VIE			Variable interest entities

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


		June 30, 2023		December 31, 2022
		(in thousands)
	March 31, 2024						March 31, 2024		December 31, 2023
	(in thousands)							(in thousands)
ASSETS	ASSETS
Current assets	Current assets
Current assets
Current assets
Cash and cash equivalents	Cash and cash equivalents	$	7,128,873	$	5,606,457
Accounts receivable, less allowance of $66,669 and $63,294, respectively		1,889,652		1,465,383
Cash and cash equivalents
Cash and cash equivalents
Accounts receivable, less allowance of $73,157 and $82,350, respectively
Prepaid expenses	Prepaid expenses	1,628,578		949,826
Restricted cash	Restricted cash	7,769		5,917
Other current assets	Other current assets	122,076		131,939
Total current assets	Total current assets	10,776,948		8,159,522
Property, plant and equipment, net	Property, plant and equipment, net	1,904,020		1,487,663
Operating lease assets	Operating lease assets	1,582,873		1,571,395
Intangible assets	Intangible assets
Definite-lived intangible assets, net	Definite-lived intangible assets, net	1,118,166		1,050,622
Definite-lived intangible assets, net
Definite-lived intangible assets, net
Indefinite-lived intangible assets, net	Indefinite-lived intangible assets, net	378,181		368,712
Goodwill	Goodwill	2,619,356		2,529,380
Long-term advances	Long-term advances	654,938		568,558
Other long-term assets	Other long-term assets	890,608		724,989
Total assets	Total assets	$	19,925,090	$	16,460,841
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY
Current liabilities	Current liabilities
Current liabilities
Current liabilities
Accounts payable, client accounts
Accounts payable, client accounts
Accounts payable, client accounts	Accounts payable, client accounts	$	1,670,651	$	1,791,025
Accounts payable	Accounts payable	293,865		180,076
Accrued expenses	Accrued expenses	2,778,581		2,368,434
Deferred revenue	Deferred revenue	5,025,871		3,134,800
Current portion of long-term debt, net	Current portion of long-term debt, net	51,489		620,032
Current portion of operating lease liabilities	Current portion of operating lease liabilities	146,931		140,232
Other current liabilities	Other current liabilities	56,143		68,716
Total current liabilities	Total current liabilities	10,023,531		8,303,315
Long-term debt, net	Long-term debt, net	6,554,697		5,283,467
Long-term operating lease liabilities	Long-term operating lease liabilities	1,659,898		1,654,525

Other long-term liabilities	Other long-term liabilities	562,016		455,971
Commitments and contingent liabilities
Other long-term liabilities
Other long-term liabilities
Commitments and contingent liabilities (see Note 6)						Commitments and contingent liabilities (see Note 6)
Redeemable noncontrolling interests	Redeemable noncontrolling interests	753,519		669,766
Stockholders' equity	Stockholders' equity
Common stock
Common stock
Common stock	Common stock	2,291		2,285
Additional paid-in capital	Additional paid-in capital	2,438,660		2,698,316
Accumulated deficit	Accumulated deficit	(2,680,716)		(2,971,229)
Cost of shares held in treasury	Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive income (loss)		59,253		(90,076)
Accumulated other comprehensive income
Total Live Nation stockholders' equity	Total Live Nation stockholders' equity	(187,377)		(367,569)
Noncontrolling interests	Noncontrolling interests	558,806		461,366
Total equity	Total equity	371,429		93,797
Total liabilities and equity	Total liabilities and equity	$	19,925,090	$	16,460,841

See Notes to Consolidated Financial Statements

Table of Contents

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)








		Three Months Ended June 30,				Six Months Ended June 30,
		2023		2022		2023		2022
		(in thousands except share and per share data)
Revenue	Revenue	$	5,630,723	$	4,434,174	$	8,758,113	$	6,236,982
Revenue
Revenue
Operating expenses:
Operating expenses:
Operating expenses:	Operating expenses:
Direct operating expenses	Direct operating expenses	4,164,778		3,267,023		6,280,367		4,338,045
Direct operating expenses
Direct operating expenses
Selling, general and administrative expenses
Selling, general and administrative expenses
Selling, general and administrative expenses	Selling, general and administrative expenses	868,595		672,213		1,558,916		1,242,395
Depreciation and amortization	Depreciation and amortization	136,514		115,927		251,699		216,396
Depreciation and amortization
Depreciation and amortization
Loss (gain) on disposal of operating assets
Loss (gain) on disposal of operating assets
Loss (gain) on disposal of operating assets	Loss (gain) on disposal of operating assets	(7,013)		1,065		(6,509)		2,730
Corporate expenses	Corporate expenses	81,478		59,247		144,493		91,657
Operating income		386,371		318,699		529,147		345,759
Corporate expenses
Corporate expenses
Operating income (loss)
Operating income (loss)
Operating income (loss)
Interest expense
Interest expense
Interest expense	Interest expense	81,995		68,435		171,210		135,208
Loss on extinguishment of debt	Loss on extinguishment of debt	—		—		18,366		—
Loss on extinguishment of debt
Loss on extinguishment of debt
Interest income
Interest income
Interest income	Interest income	(56,452)		(13,192)		(96,765)		(20,756)
Equity in earnings of nonconsolidated affiliates	Equity in earnings of nonconsolidated affiliates	(5,558)		(1,955)		(9,665)		(6,243)
Equity in earnings of nonconsolidated affiliates
Equity in earnings of nonconsolidated affiliates

Other expense (income), net

Other expense (income), net

Other expense (income), net	Other expense (income), net	(6,599)		5,039		4,984		14,438
Income before income taxes	Income before income taxes	372,985		260,372		441,017		223,112
Income before income taxes
Income before income taxes
Income tax expense	Income tax expense	41,648		31,995		65,488		43,691
Net income		331,337		228,377		375,529		179,421
Income tax expense
Income tax expense
Net income (loss)
Net income (loss)
Net income (loss)
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	37,655		40,577		85,016		41,803
Net income attributable to common stockholders of Live Nation		$	293,682	$	187,800	$	290,513	$	137,618
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net loss attributable to common stockholders of Live Nation
Net loss attributable to common stockholders of Live Nation
Net loss attributable to common stockholders of Live Nation

Basic net income per common share available to common stockholders of Live Nation		$	1.04	$	0.69	$	0.78	$	0.31
Diluted net income per common share available to common stockholders of Live Nation		$	1.02	$	0.66	$	0.78	$	0.30
Basic and diluted net loss per common share available to common stockholders of Live Nation

Basic and diluted net loss per common share available to common stockholders of Live Nation

Basic and diluted net loss per common share available to common stockholders of Live Nation

Weighted average common shares outstanding:	Weighted average common shares outstanding:
Basic		228,536,179		224,674,447		228,350,537		223,290,226
Diluted		243,660,186		243,634,764		230,490,937		231,367,674

Reconciliation to net income available to common stockholders of Live Nation:
Net income attributable to common stockholders of Live Nation		$	293,682	$	187,800	$	290,513	$	137,618
Weighted average common shares outstanding:

Weighted average common shares outstanding:
Basic and diluted
Basic and diluted
Basic and diluted

Reconciliation to net loss available to common stockholders of Live Nation:

Reconciliation to net loss available to common stockholders of Live Nation:

Reconciliation to net loss available to common stockholders of Live Nation:
Net loss attributable to common stockholders of Live Nation
Net loss attributable to common stockholders of Live Nation
Net loss attributable to common stockholders of Live Nation
Accretion of redeemable noncontrolling interests	Accretion of redeemable noncontrolling interests	(56,621)		(32,560)		(111,554)		(68,274)
Net income available to common stockholders of Live Nation—basic		$	237,061	$	155,240	$	178,959	$	69,344
Convertible debt interest, net of tax		10,804		6,365		—		—
Net income available to common stockholders of Live Nation—diluted		$	247,865	$	161,605	$	178,959	$	69,344
Accretion of redeemable noncontrolling interests
Accretion of redeemable noncontrolling interests
Net loss available to common stockholders of Live Nation—basic and diluted
Net loss available to common stockholders of Live Nation—basic and diluted
Net loss available to common stockholders of Live Nation—basic and diluted

See Notes to Consolidated Financial Statements

Table of Contents

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
(in thousands)
Net income $ 331,337 $ 228,377 $ 375,529 $ 179,421
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedge 11,658 7,687 7,709 31,656
Realized loss (gain) on cash flow hedge (4,256) 1,247 (7,804) 3,149
Foreign currency translation adjustments 69,276 (54,164) 149,424 (16,412)
Comprehensive income 408,015 183,147 524,858 197,814
Comprehensive income attributable to noncontrolling interests 37,655 40,577 85,016 41,803
Comprehensive income attributable to common stockholders of Live Nation $ 370,360 $ 142,570 $ 439,842 $ 156,011


	Three Months Ended March 31,
		2024		2023
		(in thousands)
Net income (loss)		$	(32,217)	$	44,192
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on cash flow hedge		8,369		(3,949)
Realized gain on cash flow hedge		(4,730)		(3,548)
Foreign currency translation adjustments		4,729		80,148
Comprehensive income (loss)		(23,849)		116,843
Comprehensive income attributable to noncontrolling interests		14,516		47,361
Comprehensive income (loss) attributable to common stockholders of Live Nation		$	(38,365)	$	69,482

See Notes to Consolidated Financial Statements

Table of Contents

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)

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 (Loss) Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests
(in thousands, except share data) (in thousands)
Balances at March 31, 2023 228,859,789 $ 2,289 $ 2,535,553 $ (2,974,398) $ (6,865) $ (17,425) $ 539,992 $ 79,146 $ 710,350
Non-cash and stock-based compensation — — 27,763 — — — — 27,763 —
Common stock issued under stock plans, net of shares withheld for employee taxes 32,526 1 (516) — — — — (515) —
Exercise of stock options 191,879 1 4,004 — — — — 4,005 —
Acquisitions — — — — — — 8,777 8,777 13,988
Purchases of noncontrolling interests — — (71,776) — — — (15,684) (87,460) 659
Redeemable noncontrolling interests fair value adjustments — — (56,368) — — — — (56,368) 56,368
Contributions received — — — — — — 8,772 8,772 —
Cash distributions — — — — — — (30,484) (30,484) (52,210)
Other — — — — — — 26,295 26,295 7,847
Comprehensive income (loss):
Net income — — — 293,682 — — 21,138 314,820 16,517
Unrealized gain on cash flow hedge — — — — — 11,658 — 11,658 —
Realized gain on cash flow hedge — — — — — (4,256) — (4,256) —
Foreign currency translation adjustments — — — — — 69,276 — 69,276 —
Balances at June 30, 2023 229,084,194 $ 2,291 $ 2,438,660 $ (2,680,716) $ (6,865) $ 59,253 $ 558,806 $ 371,429 $ 753,519


	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

See Notes to Consolidated Financial Statements

Table of ~~Contents~~

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, 2022 228,498,102 $ 2,285 $ 2,698,316 $ (2,971,229) $ (6,865) $ (90,076) $ 461,366 $ 93,797 $ 669,766
Non-cash and stock-based compensation — — 55,334 — — — — 55,334 —
Common stock issued under stock plans, net of shares withheld for employee taxes 217,501 2 (8,466) — — — — (8,464) —
Exercise of stock options 211,841 2 4,997 — — — — 4,999 —
Repurchase of 2.5% convertible senior notes due 2023 156,750 2 (27,327) — — — — (27,325) —
Capped call transactions for 3.125% convertible senior notes due 2029 — — (75,500) — — — — (75,500) —
Acquisitions — — — — — — 67,243 67,243 26,296
Purchases of noncontrolling interests — — (97,648) — — — (27,090) (124,738) 659
Redeemable noncontrolling interests fair value adjustments — — (111,046) — — — — (111,046) 111,046
Contributions received — — — — — — 14,631 14,631 85
Cash distributions — — — — — (74,693) (74,693) (62,916)
Other — — — — — — 54,320 54,320 (13,404)
Comprehensive income (loss):
Net income — — — 290,513 — — 63,029 353,542 21,987
Unrealized gain on cash flow hedge — — — — — 7,709 — 7,709 —
Realized gain on cash flow hedge — — — — — (7,804) — (7,804) —
Foreign currency translation adjustments — — — — — 149,424 — 149,424 —
Balance at June 30, 2023 229,084,194�� $ 2,291 $ 2,438,660 $ (2,680,716) $ (6,865) $ 59,253 $ 558,806 $ 371,429 $ 753,519

~~See Notes to Consolidated Financial Statements~~

~~Table of~~ Contents


		Live Nation Stockholders’ Equity
		Live Nation Stockholders’ Equity
		Live Nation Stockholders’ Equity
		Common Shares Issued
		Common Shares Issued
		Common Shares Issued
		(in thousands, except share data)
		(in thousands, except share data)
		(in thousands, except share data)
Balances at December 31, 2022
Balances at December 31, 2022
Balances at December 31, 2022
		Live Nation Stockholders’ Equity
Non-cash and stock-based compensation
		Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
Non-cash and stock-based compensation
		(in thousands, except share data)															(in thousands)
Balances at March 31, 2022		223,531,301	$	2,235	$	2,888,551	$	(3,317,397)	$	(6,865)	$	(84,341)	$	372,200	$	(145,617)	$	581,652
Non-cash and stock-based compensation	Non-cash and stock-based compensation	—	—		13,221		—		—		—		—		13,221		—
Common stock issued under stock plans, net of shares withheld for employee taxes	Common stock issued under stock plans, net of shares withheld for employee taxes	544,593	6		(5,169)		—		—		—		—		(5,163)		—
Common stock issued under stock plans, net of shares withheld for employee taxes
Common stock issued under stock plans, net of shares withheld for employee taxes
Exercise of stock options	Exercise of stock options	1,505,385	15		13,287		—		—		—		—		13,302		—

Exercise of stock options
Exercise of stock options
Repurchase of 2.5% convertible senior notes due 2023
Repurchase of 2.5% convertible senior notes due 2023
Repurchase of 2.5% convertible senior notes due 2023
Capped call transactions for 3.125% convertible senior notes due 2029
Capped call transactions for 3.125% convertible senior notes due 2029
Capped call transactions for 3.125% convertible senior notes due 2029
Acquisitions
Acquisitions
Acquisitions	Acquisitions	—	—		—		—		—		—		4,782		4,782		3,023

Purchases of noncontrolling interests	Purchases of noncontrolling interests	—	—		(20,846)		—		—		—		(4,774)		(25,620)		(1,457)

Purchases of noncontrolling interests

Purchases of noncontrolling interests

Redeemable noncontrolling interests fair value adjustments

Redeemable noncontrolling interests fair value adjustments

Redeemable noncontrolling interests fair value adjustments	Redeemable noncontrolling interests fair value adjustments	—	—		(33,020)		—		—		—		—		(33,020)		32,560
Contributions received	Contributions received	—	—		—		—		—		—		9,190		9,190		—
Contributions received
Contributions received
Cash distributions
Cash distributions
Cash distributions	Cash distributions	—	—		—		—		—		—		(18,162)		(18,162)		(8,986)
Other	Other	—	—		(2,411)		—		—		—		46,449		44,038		(46,868)
Other
Other
Comprehensive income (loss):	Comprehensive income (loss):
Net income		—	—		—		187,800		—		—		35,477		223,277		5,100
Unrealized gain on cash flow hedge		—	—		—		—		—		7,687		—		7,687		—
Realized loss on cash flow hedge		—	—		—		—		—		1,247		—		1,247		—
Comprehensive income (loss):
Comprehensive income (loss):
Net income (loss)
Net income (loss)
Net income (loss)
Unrealized loss on cash flow hedge
Unrealized loss on cash flow hedge
Unrealized loss on cash flow hedge
Realized gain on cash flow hedge
Realized gain on cash flow hedge
Realized gain on cash flow hedge
Foreign currency translation adjustments	Foreign currency translation adjustments	—	—		—		—		—		(54,164)		—		(54,164)		—
Balances at June 30, 2022		225,581,279	$	2,256	$	2,853,613	$	(3,129,597)	$	(6,865)	$	(129,571)	$	445,162	$	34,998	$	565,024
Foreign currency translation adjustments
Foreign currency translation adjustments
Balances at March 31, 2023
Balances at March 31, 2023
Balances at March 31, 2023

See Notes to Consolidated Financial Statements

Table of Contents

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	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

See Notes to Consolidated Financial Statements

Table of ~~Contents~~

Live Nation Stockholders’ Equity
Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests
(in thousands, except share data) (in thousands)
Balances at December 31, 2021 221,964,734 $ 2,220 $ 2,897,695 $ (3,327,737) $ (6,865) $ (147,964) $ 394,197 $ (188,454) $ 551,921
Cumulative effect of change in accounting principle — — (95,986) 60,522 — — — (35,464) —
Non-cash and stock-based compensation — — 174,811 — — — — 174,811 —
Common stock issued under stock plans, net of shares withheld for employee taxes 1,097,262 11 (41,742) — — — — (41,731) —
Exercise of stock options 2,519,283 25 26,026 — — — — 26,051 —
Acquisitions — — — — — — 5,181 5,181 8,677
Purchases of noncontrolling interests — — (36,087) — — — (7,672) (43,759) (1,457)
Sales of noncontrolling interests — — — — — — (336) (336) —
Redeemable noncontrolling interests fair value adjustments — — (68,734) — — — — (68,734) 68,274
Contributions received — — — — — — 15,402 15,402 25
Cash distributions — — — — — (49,970) (49,970) (16,144)
Other — — (2,370) — — — 48,232 45,862 (47,947)
Comprehensive income (loss):
Net income — — — 137,618 — — 40,128 177,746 1,675
Unrealized gain on cash flow hedge — — — — — 31,656 — 31,656 —
Realized loss on cash flow hedge — — — — — 3,149 — 3,149
Foreign currency translation adjustments — — — — — (16,412) — (16,412) —
Balances at June 30, 2022 225,581,279 $ 2,256 $ 2,853,613 $ (3,129,597) $ (6,865) $ (129,571) $ 445,162 $ 34,998 $ 565,024

~~See Notes to Consolidated Financial Statements~~

~~Table of Contents~~

~~LIVE NATION ENTERTAINMENT, INC.~~

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(UNAUDITED)~~
Six Months Ended
June 30,
2023 2022
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 375,529 $ 179,421
Reconciling items:
Depreciation 127,670 114,119
Amortization 124,029 102,277
Amortization of non-recoupable ticketing contract advances 41,597 40,392
Amortization of debt issuance costs and discounts 8,949 8,224
Loss on extinguishment of debt 18,366 —
Stock-based compensation expense 55,333 61,741
Unrealized changes in fair value of contingent consideration 20,100 18,010
Equity in losses of nonconsolidated affiliates, net of distributions 9,019 10,112
Provision for uncollectible accounts receivable 20,120 25,702
Loss (gain) on mark-to-market of equity investments (26,408) 5,657
Other, net 4,918 3,928
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable (395,516) (440,290)
Increase in prepaid expenses and other assets (836,672) (607,939)
Increase in accounts payable, accrued expenses and other liabilities 298,718 972,906
Increase in deferred revenue 1,801,097 1,053,178
Net cash provided by operating activities 1,646,849 1,547,438
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable (118,973) (30,558)
Collections of notes receivable 8,286 11,074
Investments made in nonconsolidated affiliates (26,336) (46,699)
Purchases of property, plant and equipment (202,531) (130,278)
Cash acquired from (paid for) acquisitions, net of cash paid (acquired) 69,359 (39,854)
Purchases of intangible assets (35,088) (6,129)
Other, net 6,077 (2,292)
Net cash used in investing activities (299,206) (244,736)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs 986,766 4,009
Payments on long-term debt (614,030) (22,638)
Contributions from noncontrolling interests 14,716 13,448
Distributions to noncontrolling interests (137,609) (66,114)
Purchases and sales of noncontrolling interests, net (88,239) (27,138)
Payments for capped call transactions (75,500) —
Proceeds from exercise of stock options 4,999 26,051
Taxes paid for net share settlement of equity awards (8,464) (41,731)
Payments for deferred and contingent consideration (9,440) (22,508)
Other, net 315 (1,014)
Net cash provided by (used in) financing activities 73,514 (137,635)
Effect of exchange rate changes on cash, cash equivalents and restricted cash 103,111 (186,703)
Net increase in cash, cash equivalents, and restricted cash 1,524,268 978,364
Cash, cash equivalents and restricted cash at beginning of period 5,612,374 4,887,792
Cash, cash equivalents and restricted cash at end of period $ 7,136,642 $ 5,866,156

~~See Notes to Consolidated Financial Statements~~

~~Table of~~ Contents

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 our ~~2022~~2023 Annual Report on Form 10-K filed with the SEC on February ~~23, 2023.~~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 amounts reported in the 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 historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Seasonality

Our Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the second and third quarters as our outdoor venue concerts and festivals primarily occur from May through October in most major markets. Our Ticketing segment revenue is impacted by fluctuations in the availability and timing of events for sale to the public, which vary depending upon scheduling by our clients.

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.

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

Variable Interest Entities

In the normal course of business, we enter into joint ventures or make investments in companies that will allow us to expand our core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity ~~owners or the~~at risk is insufficient to permit it to carry on its activities without additional financial support from its equity ~~holders, as a group, lack the characteristics of a controlling financial interest.~~owners. In determining whether we are 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 entity and have the 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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately ~~$882~~$928 million and ~~$514~~$940 million of assets and ~~$625~~$590 million and ~~$427~~$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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 cash and cash equivalents balance is $1.4 billion and $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 amounts are payable to our clients on a regular basis. These amounts due to our clients are included in accounts payable, client accounts.

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Income Taxes

Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction. As of ~~June 30, 2023,~~March 31, 2024, we continued to maintain a full valuation allowance against 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 ~~six~~three months of ~~2023.~~

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 starting in the 2023 tax year. The Company is still assessing the impact due to a lack of United States Treasury regulations on this matter; 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.2024.

Accounting Pronouncements ~~- Adopted~~

In ~~October 2021,~~June 2022, the FASB issued Accounting Standards Update ~~(ASU) 2021-08, Business Combinations (Topic 805): Accounting~~2022-03, which clarifies guidance for ~~Contract Assets~~fair value measurement of an equity security subject to a contractual sale restriction and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers. This ASU should be applied prospectively to acquisitions occurring on or after the effective date of December 15, 2022, and early adoption is permitted.establishes new disclosure requirements for such equity securities. We adopted this guidance on January 1, ~~2023.~~2024. The adoption did not and is not expected to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued Accounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to 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 reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.

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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:


			June 30, 2023		December 31, 2022
			(in thousands)
		March 31, 2024					March 31, 2024		December 31, 2023
		(in thousands)						(in thousands)
Land, buildings and improvements	Land, buildings and improvements		$	1,989,861	$	1,648,488
Computer equipment and capitalized software	Computer equipment and capitalized software		897,238		910,793
Furniture and other equipment	Furniture and other equipment		576,119		535,719
Construction in progress	Construction in progress		229,125		244,618
Property, plant and equipment, gross	Property, plant and equipment, gross		3,692,343		3,339,618
Less: accumulated depreciation	Less: accumulated depreciation		1,788,323		1,851,955
Property, plant and equipment, net	Property, plant and equipment, net		$	1,904,020	$	1,487,663

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 ~~six~~three months ended ~~June 30, 2023:~~March 31, 2024:


		Client / vendor relationships		Revenue- generating contracts		Venue management and leaseholds		Trademarks and naming rights		Technology and Other (1)		Total
		(in thousands)
Balance as of December 31, 2022:
		Revenue- generating contracts
		Revenue- generating contracts
		Revenue- generating contracts												Client / vendor relationships	Venue management and leaseholds	Trademarks and naming rights		Technology and Other (1)	Total
	(in thousands)																(in thousands)
Balance as of December 31, 2023:
Gross carrying amount
Gross carrying amount
Gross carrying amount	Gross carrying amount	563,210		$	824,785	$	148,022	$	188,596	$	35,736	$	1,760,349
Accumulated amortization	Accumulated amortization	(209,518)		(316,581)		(58,588)		(97,931)		(27,109)		(709,727)
Net	Net	353,692		508,204		89,434		90,665		8,627		1,050,622
Gross carrying amount:	Gross carrying amount:
Acquisitions and additions—current year	Acquisitions and additions—current year	18,429		27,125		47,045		—		20,224		112,823
Acquisitions and additions—current year
Acquisitions and additions—current year
Acquisitions and additions—prior year	Acquisitions and additions—prior year	619		24,530		(11)		—		—		25,138

Foreign exchange
Foreign exchange
Foreign exchange	Foreign exchange	16,306		24,320		2,795		7,434		171		51,026
Other (2)	Other (2)	(12,127)		(42,442)		—		(13,583)		(16,601)		(84,753)
Net change	Net change	23,227		33,533		49,829		(6,149)		3,794		104,234
Accumulated amortization:	Accumulated amortization:
Amortization	Amortization	(38,482)		(50,041)		(8,662)		(9,240)		(6,301)		(112,726)
Amortization
Amortization

Foreign exchange
Foreign exchange
Foreign exchange	Foreign exchange	(3,058)		(5,312)		(692)		(1,108)		(413)		(10,583)
Other (2)	Other (2)	12,077		43,135		45		13,589		17,773		86,619
Net change	Net change	(29,463)		(12,218)		(9,309)		3,241		11,059		(36,690)
Balance as of June 30, 2023:
Balance as of March 31, 2024:
Gross carrying amount
Gross carrying amount
Gross carrying amount	Gross carrying amount	586,437		858,318		197,851		182,447		39,530		1,864,583
Accumulated amortization	Accumulated amortization	(238,981)		(328,799)		(67,897)		(94,690)		(16,050)		(746,417)
Net	Net	$	347,456	$	529,519	$	129,954	$	87,757	$	23,480	$	1,118,166

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

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

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Included in the current year acquisitions ~~and additions~~ amounts above are definite-lived intangible assets primarily associated with the ~~acquisitions~~acquisition of ~~certain venue management businesses located~~a festival promotion business in the United ~~States as well as additions for music publishing rights.~~

~~Table of Contents~~

States.

The ~~2023~~2024 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:


			Weighted- Average Life (years)
Revenue-generating contracts			510
~~Client/vendor relationships~~			5



~~Venue management and leaseholds~~Technology			14
~~Technology~~ ~~(1)~~			3

All categories			810

~~_____________________~~

~~(1)~~ ~~The weighted average life of technology intangibles does not include purchased software licenses that are typically amortized over 1 to 3 years.~~

Amortization of definite-lived intangible assets for the three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ was ~~$55.2~~$62.0 million and ~~$52.6 million, respectively, and for the six months ended June 30, 2023 and 2022 was $112.7 million and $102.3~~$57.5 million, respectively. As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization ~~will~~expense may vary.

Goodwill

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the ~~six~~three months ended ~~June 30, 2023:~~March 31, 2024:

Concerts Ticketing Sponsorship
& Advertising Total
(in thousands)
Balance as of December 31, 2022:
Goodwill $ 1,349,426 $ 979,742 $ 635,575 $ 2,964,743
Accumulated impairment losses (435,363) — — (435,363)
Net 914,063 979,742 635,575 2,529,380
Acquisitions—current year 29,934 — — 29,934
Acquisitions—prior year 1,399 (106) — 1,293
Dispositions (6,183) — — (6,183)
Foreign exchange 7,933 29,147 27,852 64,932
Balance as of June 30, 2023:
Goodwill 1,382,509 1,008,783 663,427 3,054,719
Accumulated impairment losses (435,363) — — (435,363)
Net $ 947,146 $ 1,008,783 $ 663,427 $ 2,619,356

~~Included in the current year acquisitions amounts above is goodwill primarily associated with the acquisitions of certain venue management businesses located in the United States.~~


	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

We are in various stages of finalizing 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 our allocation between segments.

Investments in Nonconsolidated Affiliates

At ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had investments in nonconsolidated affiliates of ~~$410.5~~$513.1 million and ~~$408.8~~$447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

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NOTE 3—LEASES

The significant components of operating lease expense are as follows:


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
		(in thousands)
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024		2023
						(in thousands)						(in thousands)
Operating lease expense	Operating lease expense	$	76,999	$	71,750		$	142,328	$	135,511
Variable and short-term lease expense	Variable and short-term lease expense	40,963		34,861			72,305		52,893
Sublease income	Sublease income	(2,424)		(1,304)			(4,612)		(2,274)
Net lease expense	Net lease expense	$	115,538	$	105,307		$	210,021	$	186,130

Many of our leases contain contingent rent obligations based on revenue, tickets sold or other ~~variables, while others include periodic adjustments to~~variables. Contingent rent obligations, ~~based on~~including those related to subsequent changes in the prevailing ~~inflationary~~ index or market ~~rental rates. Contingent rent obligations~~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:


		Six Months Ended June 30,
		2023		2022
		(in thousands)
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
	(in thousands)						(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	Cash paid for amounts included in the measurement of lease liabilities	$	137,924	$	121,953
Lease assets obtained in exchange for lease obligations, net of terminations	Lease assets obtained in exchange for lease obligations, net of terminations	$	87,505	$	185,119

As of ~~June 30, 2023,~~March 31, 2024, we have additional operating leases that have not yet commenced with total lease payments of ~~$146.7~~$113.8 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from ~~July 2023~~April 2024 to June 2030 ~~due to certain offices and venues under construction~~ with lease terms ranging from 2 to 30 years.

~~Table of Contents~~

NOTE 4—LONG-TERM DEBT

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


				June 30, 2023		December 31, 2022
				(in thousands)
			March 31, 2024					March 31, 2024		December 31, 2023
			(in thousands)						(in thousands)
Senior Secured Credit Facility:	Senior Secured Credit Facility:

		Term loan A		$	372,500	$	382,500
		Term loan B
		Term loan B		841,274		845,644

		Term loan B

		Term loan B
	Revolving credit facility
6.5% Senior Secured Notes due 2027	6.5% Senior Secured Notes due 2027			1,200,000		1,200,000
3.75% Senior Secured Notes due 2028	3.75% Senior Secured Notes due 2028			500,000		500,000
4.875% Senior Notes due 2024	4.875% Senior Notes due 2024			575,000		575,000
5.625% Senior Notes due 2026	5.625% Senior Notes due 2026			300,000		300,000
4.75% Senior Notes due 2027	4.75% Senior Notes due 2027			950,000		950,000
2.5% Convertible Senior Notes due 2023				—		550,000

2.0% Convertible Senior Notes due 2025
2.0% Convertible Senior Notes due 2025
2.0% Convertible Senior Notes due 2025	2.0% Convertible Senior Notes due 2025			400,000		400,000
3.125% Convertible Senior Notes due 2029	3.125% Convertible Senior Notes due 2029			1,000,000		—
Other long-term debt	Other long-term debt			526,692		252,199
Total principal amount	Total principal amount			6,665,466		5,955,343
Less: unamortized discounts and debt issuance costs	Less: unamortized discounts and debt issuance costs			(59,280)		(51,844)
Total long-term debt, net of unamortized discounts and debt issuance costs	Total long-term debt, net of unamortized discounts and debt issuance costs			6,606,186		5,903,499
Less: current portion	Less: current portion			51,489		620,032
Total long-term debt, net	Total long-term debt, net			$	6,554,697	$	5,283,467

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Future maturities of long-term debt at ~~June 30, 2023~~March 31, 2024 are as follows:
(in thousands)
Remainder of 2023 $ 33,021
2024 1,478,730
2025 50,443
2026 1,394,009
2027 2,153,142
Thereafter 1,556,121
Total $ 6,665,466


	(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.

~~3.125% Convertible Senior Notes due 2029~~

In January 2023, we issued $1.0 billion principal amount of 3.125% convertible senior notes due 2029 (the “2029 Notes”). Interest on the 2029 Notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2023, at a rate of 3.125% per annum. The notes will mature on January 15, 2029. The notes will be convertible, under certain circumstances, until October 15, 2028, and on or after such date without condition, at an initial conversion rate of 9.2259 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50% conversion premium based on the last reported sale price for our common stock of $72.26 on January 9, 2023 prior to issuing the debt. Upon conversion, the notes may be settled in, at our election, shares of common stock or cash or a combination of cash and shares of common stock. Assuming we fully settle the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is 13.8 million as of June 30, 2023.

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We may redeem for cash all or any portion of the notes, at our option, on or after January 21, 2026 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture. The redemption price will equal 100% of the principal amount of the notes plus accrued interest, if any.

If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the 2029 Notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any.

~~As of June 30, 2023, the remaining period for the unamortized debt issuance costs balance of $14.3 million was approximately~~ ~~six~~ ~~years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes. As of June 30, 2023, the effective interest rate on the notes was 3.4%.~~

In connection with the issuance of the 2029 Notes, we entered into privately negotiated capped call transactions with several counterparties. The cap price of the capped call transactions is initially $144.52, which represents a premium of 100% over the last reported sale price of the Company’s common stock on January 9, 2023. The cost of the capped call transactions was a $75.5 million impact to additional paid-in capital.

~~Debt Extinguishment~~

In conjunction with the issuance of the 2029 Notes, we used approximately $485.8 million of the net proceeds to repurchase $440.0 million aggregate principal amount of the 2.5% convertible senior notes due 2023 resulting in a loss on debt repurchase of $18.4 million and a charge to additional paid-in capital for the induced conversion of $27.3 million. On March 15, 2023, we redeemed the remaining $110.0 million aggregate principal amount of the 2.5% convertible senior notes and issued 156,750 common shares of stock.

~~Senior Secured Facility Amendment~~

In February 2023, we amended our senior secured credit facility. The amendments provide for, among other things: (i) replacement of the benchmark reference rate of the Eurodollar Rate (as defined in the Credit Agreement) with the Term SOFR Rate for borrowings denominated in United States Dollars and for each Alternative Currency (as defined in the Credit Agreement), a corresponding reference rate, as set forth in the Amended Credit Agreement, (ii) deletion of the provisions regarding Canadian bankers’ acceptances, and (iii) the addition of the Company’s ability to draw letters of credit in Canadian Dollars.

Other Long-term Debt

As of ~~June 30, 2023,~~March 31, 2024, other long-term debt includes ~~$270.7~~$275.0 million for ~~debt~~a note due in 2026 ~~acquired as part of~~related to an acquisition of a venue management business during the first quarter of 2023 in the United ~~States.~~

States and $124.4 million for a Euro denominated note due in 2024.

1613

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NOTE 5—FAIR VALUE MEASUREMENTS

Recurring

The following table shows the fair value of 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.


		Estimated Fair Value
		June 30, 2023						December 31, 2022
		Level 1		Level 2		Total		Level 1		Level 2		Total
		(in thousands)
	Estimated Fair Value																		Estimated Fair Value
	March 31, 2024															March 31, 2024				December 31, 2023
	Level 1													Level 1	Level 2		Total	Level 1			Level 2	Total
	(in thousands)																		(in thousands)
Assets:	Assets:
Cash equivalents
Cash equivalents
Cash equivalents	Cash equivalents	$	868,704	$	—	$	868,704	$	503,964	$	—	$	503,964
Interest rate swaps	Interest rate swaps	$	—	$	55,616	$	55,616	$	—	$	41,515	$	41,515

Cash equivalents 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 data with similar tenors.

Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. 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 our senior secured notes, senior notes and convertible senior notes:


		Estimated Fair Value at
		June 30, 2023		December 31, 2022
		Level 2
		(in thousands)
	Estimated Fair Value at						Estimated Fair Value at
	March 31, 2024					March 31, 2024		December 31, 2023
	Level 2						Level 2
	(in thousands)						(in thousands)
6.5% Senior Secured Notes due 2027	6.5% Senior Secured Notes due 2027	$	1,207,980	$	1,175,460
3.75% Senior Secured Notes due 2028	3.75% Senior Secured Notes due 2028	$	447,155	$	429,035
4.875% Senior Notes due 2024	4.875% Senior Notes due 2024	$	568,198	$	560,027
5.625% Senior Notes due 2026	5.625% Senior Notes due 2026	$	293,646	$	285,315
4.75% Senior Notes due 2027	4.75% Senior Notes due 2027	$	887,082	$	847,562
2.5% Convertible Senior Notes due 2023		$	—	$	588,473
2.0% Convertible Senior Notes due 2025	2.0% Convertible Senior Notes due 2025	$	425,792	$	397,536
3.125% Convertible Senior Notes due 2029	3.125% Convertible Senior Notes due 2029	$	1,106,960	$	—

The estimated fair value of 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.

Non-recurring

For the three months ended March 31, 2024, we recorded a 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 $142.2 million using an observable price from orderly transactions for a similar investment of the same issuer. We remeasured the warrant to 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 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 6—COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

Consumer Class Actions

The following putative class action lawsuits were filed against Live Nation and/or Ticketmaster in Canada: Thompson-Marcial and Smith v. Ticketmaster Canada Holdings ULC (Ontario Superior Court of Justice, filed September 2018); McPhee v. Live Nation Entertainment, Inc., et al. (Superior Court of Quebec, District of Montreal, filed September 2018); Crystal Watch v. Live Nation Entertainment, Inc., et al. (Court of Queen’s Bench for Saskatchewan, by amendments filed September 2018); and 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 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

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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 ~~returned the issue of whether~~remitted the plaintiff’s proposed common issues regarding his Competition Act and Unjust Enrichment claims ~~should be certified~~ 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 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 consumers who purchased tickets between September 2015 and June 2018 from Ticketmaster.ca on the primary market. In December 2022, the parties filed ~~cross-notices~~cross-motions with the Court of Appeal for Saskatchewan, seeking leave to appeal of the court’s ruling. A hearing on the parties’ motions for leave to appeal took place in March 2023, and in July 2023, the ~~parties await the court’s ruling.~~Court of Appeal granted leave to appeal to both parties. The appeals are fully briefed.

The class certification hearing in the Thompson-Marcial matter ~~has been scheduled~~took place in March 2024. In April 2024, the court certified common issues in relation to the claims for ~~December 2023.~~ breach of contract, breach of ticketing legislation, unlawful means conspiracy, negligence and unjust enrichment, but dismissed the claims under the Competition Act and 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 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 ~~and Related Investigation~~

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, ~~approximately~~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. ~~Discovery is underway. Confidential settlements were reached with the families~~

Table of ~~three of the deceased plaintiffs in August through December 2022.~~Contents

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 now complete.

WeDuring 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 currently unable to reliably predict the developments in, outcome of, and economic costs and other consequences of pending or future litigation related to these matters. We will continue to investigate the factual and legal defenses, and evaluate these matters based on ~~subsequent~~estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events ~~new information~~ and ~~future circumstances. We currently expect~~circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses. The amount of additional liability, ~~insurance can provide sufficient coverage, but~~if any, that may result from these or related matters cannot be estimated at this time there are no assurances of such coverage. Given that these cases are in the early stages and in light of the uncertainties surrounding them, we do not currently possess sufficient information to determine a range of reasonably possible liability. Notwithstanding the foregoing, and without admitting liability or wrongdoing, we may incur material liabilities from the 2021 Astroworld event, which could have a material impact on our business, financial condition, results of operations and/or cash flows.

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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 subject of personal injury and wrongful death claims relating to accidents at 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 materially affected by changes in our assumptions or the ~~outcomes~~effectiveness of our strategies related to these proceedings.

NOTE 7—EQUITY

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the ~~six~~three months ended ~~June 30, 2023:~~March 31, 2024:
Cash Flow Hedge Foreign Currency Items Total
(in thousands)
Balance at December 31, 2022 $ 41,283 $ (131,359) $ (90,076)
Other comprehensive income before reclassifications 7,709 149,424 157,133
Amount reclassified from AOCI (7,804) — (7,804)
Net other comprehensive income (loss) (95) 149,424 149,329
Balance at June 30, 2023 $ 41,188 $ 18,065 $ 59,253


	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 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.

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Three Months Ended
June 30, Six Months Ended
June 30,
2023 2022 2023 2022
Weighted average common shares—basic 228,536,179 224,674,447 228,350,537 223,290,226
Effect of dilutive securities:
Stock options and restricted stock 2,119,347 7,096,282 2,140,400 8,077,448
Convertible senior notes 13,004,660 11,864,035 — —
Weighted average common shares—diluted 243,660,186 243,634,764 230,490,937 231,367,674

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


		Three Months Ended June 30,			Six Months Ended June 30,
		2023	2022		2023	2022
			Three Months Ended March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
				2024			2024	2023
Options to purchase shares of common stock	Options to purchase shares of common stock	3,750	3,750		3,750	3,750
Restricted stock and deferred stock—unvested	Restricted stock and deferred stock—unvested	2,739,954	259,200		2,736,173	211,922

Conversion shares related to the convertible senior notes	Conversion shares related to the convertible senior notes	—	—		13,004,660	11,864,035
Conversion shares related to the convertible senior notes
Conversion shares related to the convertible senior notes
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	2,743,704	262,950		15,744,583	12,079,707

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NOTE 8—SEGMENTS AND REVENUE RECOGNITION

~~For the six months ended June 30, 2023 and 2022, our~~Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising. We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain stock-based compensation expense, loss (gain) on disposal of operating assets, depreciation and amortization (including goodwill impairment), amortization of non-recoupable ticketing contract advances and acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation)., 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 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. 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.

Revenue and expenses earned and charged between segments are eliminated in consolidation. 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.

We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of 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 our reportable segments for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Concerts		Ticketing		Sponsorship & Advertising		Other & Eliminations		Corporate		Consolidated
		(in thousands)
Three Months Ended June 30, 2023
Revenue		$	4,633,291	$	709,342	$	302,859	$	(14,769)	$	—	$	5,630,723
% of Consolidated Revenue		82.3%		12.6%		5.4%		(0.3)%
Intersegment revenue		$	3,300	$	2,397	$	—	$	(5,697)	$	—	$	—
		Concerts
		Concerts
		Concerts												Ticketing	Sponsorship & Advertising	Other & Eliminations		Corporate	Consolidated
	(in thousands)																(in thousands)

AOI		$	168,058	$	292,685	$	203,139	$	(18,142)	$	(56,043)	$	589,697

Three Months Ended June 30, 2022
Revenue		$	3,597,761	$	575,305	$	263,786	$	(2,678)	$	—	$	4,434,174
% of Consolidated Revenue		81.1%		13.0%		5.9%		—%
Intersegment revenue		$	1,575	$	1,646	$	—	$	(3,221)	$	—	$	—

AOI		$	122,944	$	230,759	$	178,304	$	(2,027)	$	(50,381)	$	479,599

Six Months Ended June 30, 2023

Three Months Ended March 31, 2024

Three Months Ended March 31, 2024

Three Months Ended March 31, 2024
Revenue
Revenue
Revenue	Revenue	$	6,914,503	$	1,387,083	$	472,977	$	(16,450)	$	—	$	8,758,113
% of Consolidated Revenue	% of Consolidated Revenue	78.9%		15.8%		5.4%		(0.1)%
Intersegment revenue
Intersegment revenue
Intersegment revenue	Intersegment revenue	$	4,198	$	3,180	$	—	$	(7,378)	$	—	$	—

AOI	AOI	$	168,890	$	563,736	$	298,670	$	(26,081)	$	(95,808)	$	909,407

Six Months Ended June 30, 2022

AOI

AOI

Three Months Ended March 31, 2023

Three Months Ended March 31, 2023

Three Months Ended March 31, 2023
Revenue
Revenue
Revenue	Revenue	$	4,805,586	$	1,055,704	$	379,475	$	(3,783)	$	—	$	6,236,982
% of Consolidated Revenue	% of Consolidated Revenue	77.0%		16.9%		6.1%		—%
Intersegment revenue
Intersegment revenue
Intersegment revenue	Intersegment revenue	$	2,227	$	2,912	$	—	$	(5,139)	$	—	$	—

AOI	AOI	$	73,778	$	436,979	$	248,004	$	(6,407)	$	(63,716)	$	688,638

AOI

AOI

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The following table sets forth the reconciliation of consolidated AOI to operating income for the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
(in thousands)
AOI 589,697 $ 479,599 $ 909,407 $ 688,638
Acquisition expenses 24,829 9,543 38,140 21,620
Amortization of non-recoupable ticketing contract advances 21,234 21,865 41,597 40,392
Depreciation and amortization 136,514 115,927 251,699 216,396
Loss (gain) on disposal of operating assets (7,013) 1,065 (6,509) 2,730
Stock-based compensation expense 27,762 12,500 55,333 61,741
Operating income $ 386,371 $ 318,699 $ 529,147 $ 345,759


	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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022,~~2023, we had ticketing contract advances of ~~$97.5~~$115.1 million and ~~$106.5~~$143.9 million, respectively, recorded in prepaid expenses and ~~$128.1~~$127.6 million and ~~$105.0~~$135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets. We amortized $21.2 million and $21.9 million for the three months ended June 30, 2023 and 2022, respectively, and $41.6 million and $40.4 million for the six months ended June 30, 2023 and 2022, respectively, related to non-recoupable ticketing contract advances.

Sponsorship Agreements

At ~~June 30, 2023,~~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 ~~21%~~32%, ~~30%~~28%, ~~22%~~21% and ~~27%~~19% of this revenue in the remainder of ~~2023,~~ 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. ~~We had current deferred revenue of $3.1 billion and $2.8 billion at December 31, 2022 and 2021, respectively.~~

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three ~~and six~~ months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:


		Three Months Ended June 30,					Six Months Ended June 30,
		2023		2022			2023		2022
		(in thousands)
				Three Months Ended March 31,
				Three Months Ended March 31,
				Three Months Ended March 31,
						2024					2024		2023
						(in thousands)						(in thousands)
Concerts	Concerts	$	1,133,662	$	1,031,758		$	1,815,042	$	1,310,304
Ticketing	Ticketing	61,641		56,110			96,241		79,153
Sponsorship & Advertising	Sponsorship & Advertising	57,247		57,059			107,927		91,298

		$	1,252,550	$	1,144,927		$	2,019,210	$	1,480,755
							$
							$
							$

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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—Other Information—Item 1A.—Risk Factors, in Part I—Item IA.—Risk Factors of our ~~2022~~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 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

ItFor the third year in a row, the first quarter was a record ~~setting quarter~~start to the year for the Company ~~both financially and in our key performance indicators. We saw exceptional~~with strong fan demand ~~globally and growth most notably in~~across all our ~~international~~ markets. Our overall revenue increased by ~~27%~~21% to ~~$5.6~~$3.8 billion on a reported basis, ~~and~~or 22% growth on a constant currency basis as compared to the ~~second quarter~~same period of ~~2022. All three of our reporting segments~~the prior year. Concerts and Sponsorship both had ~~double-digit percentage~~ revenue growth in ~~the quarter. For the second quarter in a row, the~~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 ~~fans,~~ and ~~onsite spend which contributed to the success of our other divisions.~~fans. Our operating income for the quarter ~~improved~~decreased by ~~$68~~$179.3 million, from ~~$319~~an operating income of $142.8 million in the ~~second~~first quarter of ~~2022~~2023 to ~~$386~~an operating loss of $36.5 million in the ~~second~~first quarter of ~~2023~~2024 due to higher performance from all three of our major business ~~segments.~~segments offset by Astroworld estimated loss contingencies in our Concerts segment. The ~~improvement~~decrease in operating income was ~~$62~~$166.4 million ~~on a~~at constant currency. ~~Consolidated AOI~~

Based on our strong pipeline of arena, amphitheater and theater and club shows for the ~~second quarter increased by $110 million, from $480 million in 2022 to $590 million this year. The increase was $103 million on a constant currency.~~

~~For~~remainder of the ~~first six months of 2023,~~year, coupled with our consolidated revenue increased by $2.5 billion compared to the same period in 2022, from $6.2 billion to $8.8 billion. The increase was $2.6 billion on a constant currency. We had consolidated operating income of $529 million for the first six months of 2023, compared to operating income of $346 million for the first six months of 2022, an improvement of $183 million. Consolidated AOI for the first six month increased by $221 million compared to the same period in 2022, from $689 million to $909 million. The increase was $216 million on a constant currency.

Our international markets performed strongly in the quarter and it was our largest quarter ever outside the United States, powered by the strength of our high-demand, multi-country tours and ticket sales from Latin America to the United Kingdom. Our event relatedcurrent deferred revenue balance of ~~$4.3~~$5.0 billion as of ~~June 30, 2023 is up $1.2 billion or over 35% growth compared to June 30, 2022. This, coupled with current ticket sales suggest continued strong demand for concerts, making us confident~~March 31, 2024, we are optimistic for continued success in the remainder of the year even with reduced stadium activity relative to the prior year.

All of the segment financial comments to follow are based on reported foreign currency exchange rates.

~~Table of Contents~~

Our Concerts segment revenue for the quarter ~~compared to the same period in 2022~~ increased by ~~$1.0 billion,~~$598 million, or ~~29%~~26%, from ~~$3.6~~$2.3 billion in the first quarter of 2023 to ~~$4.6 billion.~~$2.9 billion in the first quarter of 2024. The revenue growth was largely the result of more shows and fans ~~enjoying their favorite artists~~both domestically and ~~spending more money at~~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 ~~to maximize their unique live experiences.~~or 13%. The number of fans for the quarter was 3722.9 million compared to approximately 3418.9 million last year, for growth of 34.0 million fans or ~~10%~~21%. The ~~growth~~increase was largely in ~~our international markets – in particular mainland Europe, Asia Pacific~~the United States, Canada and ~~Latin America. Growth in stadium and arena~~Mexico. Arena shows fueled the improvement with fan count ~~drove the majority of the increase.~~up nearly 40% in these venues. Some of the ~~larger~~notable acts touring ~~globally~~ in the ~~second~~first quarter included Coldplay, ~~Beyoncé,~~Pink, Bad Bunny and ~~Harry Styles.~~Madonna. Our ~~ancillary revenue spending at~~festivals in Latin America included Estereo Picnic in Bogota, Lollapalooza in Sao Paulo and EDC Mexico in Mexico City. Combined, our ~~United States amphitheater shows was over $40 per fan for the first six months~~festivals in these markets had three quarters of ~~2023, double-digit growth over 2022 levels, driven by higher food and beverage spending as well as upsells. Concerts operating income for the quarter improved by $41~~a million compared to the same period in 2022, from $38 million to $78 million. For the first six months of 2023, Concerts revenue grew $2.1 billion compared to the same period in 2022, from $4.8 billion to $6.9 billion.fans. Concerts AOI for the ~~first six months increased by $95~~quarter was $3 million compared to $1 million in the ~~same period in 2022, from $74 million to $169 million. Through the end~~first quarter of ~~June 2023, our fan count was 56 million compared to 45 million last year, an improvement~~2023.

Table of ~~11 million fans or 25%.~~Contents

Our Ticketing segment revenue for the quarter increased by ~~$134~~$45 million, or ~~23%~~7%, ~~compared~~from $678 million in the first quarter of 2023 to $723 million in the ~~same period in 2022 from $575 million to $709 million.~~first quarter of 2024. The improvement resulted from an increase in ticket sales, ~~upward pricing momentum due to higher fan demand~~notably in Europe and ~~higher non-service fee revenue.~~Latin America. We sold approximately 7977 million fee-bearing tickets in the ~~second~~first quarter of ~~2023~~2024 compared to 72 million tickets in the same period of the prior year, an increase of ~~10%~~6%. ~~In regards to GTV, North America increased by 22% on~~This was our highest first quarter ever for fee-bearing ticket sales ~~while~~driven by double-digit growth in Europe, Asia-Pacific and Latin America. It was our highest first quarter for GTV as well. In the first quarter, we signed 7 million net new tickets of which 70% came from our International ~~rose by 34% compared to~~markets – one of our best leading indicators regarding the ~~same period last year. Pricing on~~future success of our ~~fee-bearing tickets increased by double-digits, reflecting strong consumer demand, particularly for premium seats and VIP experiences.~~ Ticketing ~~operating income~~business. Ticketing AOI for the quarter improved by ~~$60~~$13 million, ~~compared to the same period~~from $271 million in ~~2022, from $179 million to $239 million.~~

~~For~~ the first ~~six months~~quarter of 2023 to $284 million in the first quarter of 2024. The combination of record ticket sales, GTV and the expansion of our ~~Ticketing revenue grew by $331 million compared to the same period~~resale business resulted in ~~2022, from $1.1 billion to $1.4 billion.~~our strongest Ticketing AOI ever for the first six months of 2023 increased by $127 million compared to the same period in 2022, from $437 million to $564 million. Through the end of June 2023, our fee-bearing ticket sales were 151 million tickets, 28 million ahead of 2022. Overall pricing on our fee-bearing tickets for the first half of the year is up more than 13% compared to 2022. Lastly, we have signed 14 million net new tickets so far this year, which gives us confidence our ticketing platforms’ features and functionalities will continue to fuel growth going forward.quarter.

Our Sponsorship & Advertising segment revenue for the quarter increased by ~~$39~~$41 million, or ~~15%~~24%, ~~compared~~from $170 million in the first quarter of 2023 to $211 million in the ~~same period~~first quarter of 2024. The improvement was largely due to our festivals in ~~2022 from $264 million~~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 ~~$303 million. The increase was driven in part by our United States business with new or expanded deals~~significant revenue and AOI growth for our owned and operated amphitheaters, the addition of the new Moody Center arena in Austin, and Ticketmaster’s new global relationship with PayPal, our preferred payment partner moving forward. Operating incomeSponsorship & Advertising. AOI for the quarter increased by $5$34 million, ~~compared to the same period~~from $96 million in ~~2022, from $169 million to $174 million. For~~ the first ~~six months~~quarter of 2023 ~~our Sponsorship & Advertising revenue grew $94~~to $130 million ~~compared to the same period~~ in ~~2022, from $379 million to $473 million. Sponsorship & Advertising AOI for~~ the first ~~six month increased by $51 million compared to the same period in 2022, from $248 million to $299 million.~~quarter of 2024.

We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model: expanding our global concerts platform ~~with~~to connect artists and fans, bringing more shows ~~and~~to fans in ~~both~~ 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 ~~will~~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 development of innovative products that support selling tickets to fans. Our ticket marketplaces have reduced friction in the ticket purchase experience and created additional revenue opportunities. In addition, we continue to grow our sponsorship and advertising partnerships and our clients are able to reach their customers via the powerful connection that live shows creates with ardent fans.

Serving artists remains at the center of our strategy and we work with them to continue improving the fan experience. We joined with more than 20 of the industry’s top artist coalitions, management groups, music labels, and agencies to propose the FAIR Ticketing Act which focuses on reforms that will protect fans, artists, and venues. As part of this, we joined with President Biden to champion all-in pricing at the venues we operate and pushed for increased transparency to consumers, outlawing speculative tickets, greater enforcement of the BOTS Act and elimination of other deceptive practices. We believe these are positive first steps to a broader reform that is needed in the industry.

2320

Table of Contents

Consolidated Results of Operations

Three Months


		Three Months Ended June 30,								% Change
		2023						2022
		As Reported		Currency Impacts		At Constant Currency**		As Reported		As Reported	At Constant Currency**
		(in thousands)
	Three Months Ended March 31,																						Three Months Ended March 31,								% Change
	2024
		As Reported
		As Reported
		As Reported																Currency Impacts				At Constant Currency**				As Reported		As Reported		At Constant Currency**
	(in thousands)
Revenue
Revenue
Revenue	Revenue	$	5,630,723	$	(17,388)	$	5,613,335	$	4,434,174	27%	27%	$	3,799,529		$	$	7,443		$	$	3,806,972			$	3,127,390		21%	21%		22%
Operating expenses:	Operating expenses:
Direct operating expenses	Direct operating expenses	4,164,778		(9,319)		4,155,459		3,267,023		27%	27%
Direct operating expenses
Direct operating expenses
Selling, general and administrative expenses
Selling, general and administrative expenses
Selling, general and administrative expenses	Selling, general and administrative expenses	868,595		(1,077)		867,518		672,213		29%	29%
Depreciation and amortization	Depreciation and amortization	136,514		(1,541)		134,973		115,927		18%	16%
Depreciation and amortization
Depreciation and amortization
Loss (gain) on disposal of operating assets
Loss (gain) on disposal of operating assets
Loss (gain) on disposal of operating assets	Loss (gain) on disposal of operating assets	(7,013)		(31)		(7,044)		1,065		*	*
Corporate expenses	Corporate expenses	81,478		(12)		81,466		59,247		38%	38%
Operating income		386,371		$	(5,408)	$	380,963	318,699		21%	20%
Corporate expenses
Corporate expenses
Operating income (loss)
Operating income (loss)
Operating income (loss)														(36,507)				12,902				(23,605)				142,776			*
Operating margin	Operating margin	6.9%				6.8%		7.2%
Interest expense	Interest expense	81,995						68,435

Interest expense
Interest expense
Loss on extinguishment of debt
Loss on extinguishment of debt
Loss on extinguishment of debt
Interest income
Interest income
Interest income	Interest income	(56,452)						(13,192)
Equity in earnings of nonconsolidated affiliates	Equity in earnings of nonconsolidated affiliates	(5,558)						(1,955)

Other expense, net		(6,599)						5,039
Equity in earnings of nonconsolidated affiliates
Equity in earnings of nonconsolidated affiliates
Other expense (income), net
Other expense (income), net
Other expense (income), net
Income before income taxes
Income before income taxes
Income before income taxes	Income before income taxes	372,985						260,372
Income tax expense	Income tax expense	41,648						31,995
Net income		331,337						228,377
Income tax expense
Income tax expense
Net income (loss)
Net income (loss)
Net income (loss)
Net income attributable to noncontrolling interests	Net income attributable to noncontrolling interests	37,655						40,577
Net income attributable to common stockholders of Live Nation		$	293,682					$	187,800
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests
Net loss attributable to common stockholders of Live Nation
Net loss attributable to common stockholders of Live Nation
Net loss attributable to common stockholders of Live Nation

~~_______~~____________


*			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 $1.2 billion during the three months ended June 30, 2023 as compared to the same period of the prior year due to increased revenue in our Concerts segment of $1.0 billion, Ticketing segment of $134.0 million and Sponsorship & Advertising of $39.1 million as further discussed within each segment’s operating results.

~~Operating income~~

~~Operating income increased $67.7~~$672.1 million during the three months ended June 30, 2023 as compared to the same period of the prior year primarily driven by increased operating income in our Concerts segment of $40.7 million, Ticketing segment of $59.5 million and Sponsorship & Advertising of $5.3 million as further discussed within each segment’s operating results. These increases were partially offset by higher expenses primarily due to higher stock-based compensation expense due to timing of grants made in 2022 as well as higher acquisition transaction expenses due to more acquisitions in the second quarter of 2023.

~~Interest income~~

Interest income increased $43.3 million during the three months ended June 30, 2023 as compared to the same period of the prior year, primarily attributed to higher rate of return on our cash and cash equivalents in 2023 and increase in cash and cash equivalents.

~~Table of Contents~~

~~Consolidated Results of Operations~~

~~Six Months~~
Six Months Ended June 30, % Change
2023 2022
As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency**
(in thousands)
Revenue $ 8,758,113 $ 35,814 $ 8,793,927 $ 6,236,982 40% 41%
Operating expenses:
Direct operating expenses 6,280,367 30,012 6,310,379 4,338,045 45% 45%
Selling, general and administrative expenses 1,558,916 11,357 1,570,273 1,242,395 25% 26%
Depreciation and amortization 251,699 (5,546) 246,153 216,396 16% 14%
Loss (gain) on disposal of operating assets (6,509) 16 (6,493) 2,730 * *
Corporate expenses 144,493 — 144,493 91,657 58% 58%
Operating income 529,147 $ (25) $ 529,122 345,759 53% 53%
Operating margin 6.0% 6.0 % 5.5%
Interest expense 171,210 135,208
Loss on extinguishment of debt 18,366 —
Interest income (96,765) (20,756)
Equity in earnings of nonconsolidated affiliates (9,665) (6,243)
Other expense, net 4,984 14,438
Income before income taxes 441,017 223,112
Income tax expense 65,488 43,691
Net income 375,529 179,421
Net income attributable to noncontrolling interests 85,016 41,803
Net income attributable to common stockholders of Live Nation $ 290,513 $ 137,618

~~____________~~


*			~~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 $2.5 billion during the six months ended June 30, 2023~~March 31, 2024 as compared to the same period of the prior year driven by increased revenue in our Concerts segment of ~~$2.1 billion,~~$598.2 million, Ticketing segment of ~~$331.4~~$45.4 million and Sponsorship & Advertising of ~~$93.5~~$41.2 million as further discussed within each segment’s operating results.

Operating income

Operating income ~~increased $183.4~~decreased $179.3 million during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior year primarily driven by increased operating ~~income~~losses in our Concerts segment of ~~$105.9~~$212.2 million ~~Ticketing segment of $125.6 million and~~partially offset by higher operating income in our Sponsorship & Advertising segment of ~~$23.5~~$34.6 million and Ticketing segment of $9.6 million as further discussed within each segment’s operating results. These increases were partially offset by higher Corporate expenses primarily due to higher compensation expense in 2023 due to headcount growth as a result of increased operating opportunities in 2023.

~~Interest expense~~

Interest expense increased $36.0 million, or 27%, during the six months ended June 30, 2023 as compared to the same period of the prior year, primarily driven by the issuance of our 3.125% convertible senior notes due 2029 in January 2023.

2521

Table of Contents

~~Interest income~~Other expense (income), net

~~Interest income increased $76.0 million during~~For the ~~six~~three months ended ~~June 30,~~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, ~~as compared to the same period~~we had other expense, net of ~~the prior year,~~$11.6 million which includes net foreign exchange rate losses of $9.5 million. The net foreign exchange rate losses result primarily ~~attributed to higher rate~~from revaluation of ~~return on our cash and cash equivalents in 2023 and increase in cash and cash equivalents.~~certain foreign currency denominated net assets held internationally.

Income tax expense

For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, we had a net tax expense of ~~$65.5~~$35.4 million on income before income taxes of ~~$441.0~~$3.2 million compared to a net tax expense of ~~$43.7~~$23.8 million on an income before income taxes of ~~$223.1~~$68.0 million for the ~~six~~three months ended ~~June 30, 2022.~~March 31, 2023. For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, the income tax expense consisted of ~~$54.8~~$28.0 million related to foreign entities, ~~$2.4~~$1.3 million related to United States federal taxes, and ~~$8.3~~$6.1 million related to state and local income taxes. The net increase in tax expense of ~~$21.8~~$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 ~~increased $43.2~~decreased $32.8 million during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior year primarily due to ~~higher~~lower operating results from certain concert ~~and festival promotion~~ businesses during the first ~~six~~three months of ~~2023~~2024 as compared to the prior year.

Non-GAAP Measure

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 stock-based compensation 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.

AOI Margin

Accordingly, AOI margin should be considered in addition to, and not as a substitute for, operating 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.

2622

Table of Contents

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

Table of Contents

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 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 ~~ancillary revenue per fan~~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 service charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the 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 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 ~~per ticket non-service fee revenue streams.~~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 periods without the impact of changes in foreign exchange rates.

Sponsorship & Advertising

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

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

To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements and online advertising, and the percentage of expected revenue under ~~contract, and what portion of our sponsorship business is driven by large multi-element, multi-year relationships.~~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.

~~Non-GAAP Measure~~

~~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 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, AOI margin should be considered in addition to, and not as a substitute for, operating 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.

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Key Operating Metrics


		Three Months Ended June 30,			Six Months Ended June 30,
		2023	2022		2023	2022
		(in thousands except estimated events)
			Three Months Ended March 31,
			Three Months Ended March 31,
			Three Months Ended March 31,
				2024			2024		2023
				(in thousands except estimated events)				(in thousands except estimated events)
Concerts (1)	Concerts (1)
Estimated events:	Estimated events:
North America		8,111	8,057		14,420	12,793
Estimated events:
Estimated events:
North America (2)
North America (2)
North America (2)
International	International	4,130	4,491		7,726	6,469
Total estimated events	Total estimated events	12,241	12,548		22,146	19,262
Estimated fans:	Estimated fans:
North America		18,474	17,427		26,131	24,255
North America (2)
North America (2)
North America (2)
International	International	18,599	16,415		29,842	20,484
Total estimated fans	Total estimated fans	37,073	33,842		55,973	44,739
Ticketing (2)
Ticketing (3)
Estimated number of fee-bearing tickets sold
Estimated number of fee-bearing tickets sold
Estimated number of fee-bearing tickets sold	Estimated number of fee-bearing tickets sold	78,879	71,966		151,145	123,529
Estimated number of non-fee-bearing tickets sold	Estimated number of non-fee-bearing tickets sold	71,236	67,847		144,436	127,730
Total estimated tickets sold	Total estimated tickets sold	150,115	139,813		295,581	251,259

_________

(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)North America refers to 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 our own events where our concert promoters control ticketing which are reported when the events occur. The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform. These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period ~~which may result in a negative number.~~

and up to the time of reporting of these consolidated financial statements.

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Segment Operating Results

Concerts

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


		Three Months Ended June 30,						% Change	Six Months Ended June 30,						% Change
		2023			2022				2023			2022
		(in thousands)							(in thousands)								Three Months Ended March 31,				% Change




Revenue
Revenue
Revenue	Revenue	$	4,633,291		$	3,597,761		29%	$	6,914,503		$	4,805,586		44%			$	2,879,375			$	2,281,212			26%
Direct operating expenses	Direct operating expenses	3,884,238			3,018,463			29%	5,722,684			3,928,740			46%	Direct operating expenses				2,359,491				1,838,446			28%
Selling, general and administrative expenses	Selling, general and administrative expenses	604,333			467,889			29%	1,060,878			852,007			25%	Selling, general and administrative expenses				726,840				456,545			59%
Depreciation and amortization	Depreciation and amortization	72,913			72,595			—%	143,441			133,758			7%	Depreciation and amortization				90,363				70,528			28%
Loss (gain) on disposal of operating assets	Loss (gain) on disposal of operating assets	(6,674)			1,058			*	(6,559)			2,926			*	Loss (gain) on disposal of operating assets				(712)				115			*

Operating income (loss)		$	78,481		$	37,756		*	$	(5,941)		$	(111,845)		95%
Operating loss
Operating loss
Operating loss																				$	(296,607)			$	(84,422)		*
Operating margin	Operating margin	1.7		%	1.0		%		(0.1)		%	(2.3)		%
AOI	AOI	$	168,058		$	122,944		37%	$	168,890		$	73,778		*
AOI
AOI																				$	3,072			$	832		*
AOI margin **	AOI margin **	3.6		%	3.4		%		2.4		%	1.5		%

_______


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

Three Months

Revenue

Concerts revenue increased ~~$1.0 billion~~$598.2 million during the three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior year, primarily due to ~~more stadium~~increased shows ~~in Europe~~ and ~~increased activity in the Asia Pacific market, which was largely closed during the second quarter of 2022. In addition, there were higher revenues for shows in arenas and theaters and clubs in~~fan growth across the United States ~~during~~and international markets. In particular, higher arena shows and fan count contributed to the ~~second quarter of 2023 as compared to 2022.~~increase in revenue. Concerts had incremental revenue of ~~$114.2~~$59.2 million during the three months ended ~~June 30, 2023~~March 31, 2024 from acquisitions and new venues.

Operating results

Concerts AOI increased ~~$45.1 million and operating income increased $40.7~~$2.2 million for the three months ended June 30, 2023 as compared to the same period of the prior year. The increase in AOI was primarily driven by increases in revenue associated with the higher number of shows and festivals discussed above as well as higher ancillary sales including on-site food and beverage and upsell spend. These increases were partially offset by related costs, including increased compensation expenses due to increased headcount as more markets were open compared to the prior period.

~~Six Months~~

~~Revenue~~

Concerts revenue increased $2.1 billion during the six months ended June 30, 2023 as compared to the same period of the prior year primarily due to more shows and festivals in Europe and the United States as well as the Asia Pacific market, which was largely closed during the first six months of 2022. Concerts had incremental revenue of $299.1 million during the six months ended June 30, 2023 from acquisitions and new venues.

~~Operating results~~

~~Concerts AOI increased $95.1 million and operating income increased $105.9 million during the six months ended June 30, 2023~~March 31, 2024 as compared to the same period of the prior year primarily driven by an increase in ~~revenues from the number of shows and festivals~~revenue discussed above partially offset by ~~increased~~higher direct operating expenses to support ~~these~~increased shows and fan growth at events and ~~increased~~higher selling, general and administrative expenses ~~primarily~~ related to ~~increased~~additional headcount and compensation expenses. The increase in operating ~~income~~losses of $212.2 million and remaining change in operating loss outside of AOI of ~~$10.8~~$214.4 million is primarily ~~related to lower stock-based compensation~~associated with Astroworld estimated loss contingencies of ~~$17.2~~$185.9 million ~~attributable to timing of grants partially offset by~~during the current year and higher depreciation and amortization of ~~$9.7~~$19.8 million for additional capital expenditures incurred to support the increased operations.

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Ticketing

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


								Three Months Ended March 31,
								Three Months Ended March 31,
								Three Months Ended March 31,										% Change
									2024
		Three Months Ended June 30,						% Change		Six Months Ended June 30,						% Change
								(in thousands)
		2023			2022					2023			2022
								(in thousands)

		(in thousands)								(in thousands)
								(in thousands)
Revenue
Revenue
Revenue	Revenue	$	709,342		$	575,305		23%		$	1,387,083		$	1,055,704		31%			$	723,178			$	677,741			7%
Direct operating expenses	Direct operating expenses	233,080			193,871			20%		471,237			344,177			37%	Direct operating expenses				253,834				238,157			7%
Selling, general and administrative expenses	Selling, general and administrative expenses	210,400			173,747			21%		403,595			321,203			26%	Selling, general and administrative expenses				215,255				193,195			11%
Depreciation and amortization	Depreciation and amortization	27,623			28,605			(3)%		52,707			56,657			(7)%	Depreciation and amortization				23,514				25,084			(6)%
Loss (gain) on disposal of operating assets		(340)			7			*		34			(196)			*
Loss on disposal of operating assets																	Loss on disposal of operating assets				44				374			(88)%

Operating income
Operating income
Operating income	Operating income	$	238,579		$	179,075		33%		$	459,510		$	333,863		38%			$	230,531			$	220,931			4%
Operating margin	Operating margin	33.6		%	31.1		%			33.1		%	31.6		%
AOI	AOI	$	292,685		$	230,759		27%		$	563,736		$	436,979		29%
AOI
AOI																					$	284,115			$	271,051		5%
AOI margin **	AOI margin **	41.3		%	40.1		%			40.6		%	41.4		%

_______


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

Three Months

Revenue

Ticketing revenue increased ~~$134.0~~$45.4 million during the three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior year. This increase is primarily due to higher ~~primary and secondary~~ sales volumes in international markets driven by more events on sale ~~and upward pricing momentum~~ due to more fan demand ~~and artist mix~~ in ~~2023~~2024 as compared to ~~2022.~~2023.

Operating results

Ticketing AOI increased ~~$61.9~~by $13.1 million and operating income increased ~~$59.5~~$9.6 million during the three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior ~~year~~year. These increases was primarily driven by increased ticketing activity discussed above. These increases were partially offset by higher direct operating expenses to support the increased operations and enterprise ~~growth as well as higher selling, general and administrative expenses attributable to increased compensation expenses from increased headcount as compared to the prior year.~~growth.

~~Six Months~~

~~Revenue~~

Ticketing revenue increased $331.4 million during the six months ended June 30, 2023 as compared to the same period of the prior year. This increase is primarily due to higher primary and secondary sales volumes driven by more events on sale and upward pricing momentum due to more fan demand and artist mix in 2023 as compared to 2022.

~~Operating results~~

Ticketing AOI increased $126.8 million and operating income increased $125.6 million during the six months ended June 30, 2023 as compared to the same period of the prior year primarily driven by increased ticketing activity discussed above. These increases were partially offset by higher direct operating expenses to support the increased operations and enterprise growth as well as higher selling, general and administrative expenses attributable to increased compensation expenses from increased headcount as compared to the prior year.

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Sponsorship & Advertising

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


		Three Months Ended June 30,						% Change		Six Months Ended June 30,						% Change
		2023			2022					2023			2022
		(in thousands)								(in thousands)
								Three Months Ended March 31,
								Three Months Ended March 31,
								Three Months Ended March 31,										% Change
									2024
								(in thousands)
								(in thousands)
								(in thousands)
Revenue
Revenue
Revenue	Revenue	$	302,859		$	263,786		15%		$	472,977		$	379,475		25%			$	211,277			$	170,118			24%
Direct operating expenses	Direct operating expenses	59,843			57,910			3%		100,510			70,267			43%	Direct operating expenses				45,537				40,667			12%
Selling, general and administrative expenses	Selling, general and administrative expenses	42,235			28,250			50%		78,307			64,350			22%	Selling, general and administrative expenses				38,292				36,072			6%
Depreciation and amortization	Depreciation and amortization	26,521			8,712			*		42,763			16,937			*	Depreciation and amortization				15,740				16,242			(3)%
Loss on sale of operating assets																	Loss on sale of operating assets				17				—			100%

Operating income
Operating income
Operating income	Operating income	$	174,260		$	168,914		3%		$	251,397		$	227,921		10%			$	111,691			$	77,137			45%
Operating margin	Operating margin	57.5		%	64.0		%			53.2		%	60.1		%
AOI	AOI	$	203,139		$	178,304		14%		$	298,670		$	248,004		20%
AOI margin *		67.1		%	67.6		%			63.1		%	65.4		%
AOI
AOI																					$	129,975			$	95,531		36%
AOI margin **

_______


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

Three Months

Revenue

Sponsorship & Advertising revenue increased ~~$39.1~~$41.2 million during the three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior year primarily driven by ~~new and expanded domestic venue sponsorships as well as incremental revenue~~increased sponsorship activity from ~~acquisitions.~~our festivals in Latin America.

Operating results

Sponsorship & Advertising AOI increased ~~$24.8~~$34.4 million and operating income increased ~~$5.3~~$34.6 million for the three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior year. These increases were primarily due to increased revenues from higher sponsorship activity discussed ~~above and incremental operating income from acquisitions.~~above. The increases were partially offset by ~~increases in selling, general and administrative expenses. The decrease in~~higher direct operating ~~income outside of AOI of $19.5 million was primarily~~expenses due to ~~depreciation and amortization related to assets utilized~~additional fulfillment costs to support ~~higher activity levels as compared to~~ the ~~prior year.~~growth in sponsorship activity.

~~Six Months~~

~~Revenue~~

Sponsorship & Advertising revenue increased $93.5 million during the six months ended June 30, 2023 as compared to the same period of the prior year primarily due to new venue sponsorships and increased activity in international markets.

~~Operating results~~

Sponsorship & Advertising AOI increased $50.7 million and operating income increased $23.5 million during the six months ended June 30, 2023 as compared to the same period of the prior year. These increases were primarily due to higher sponsorship activity revenues discussed above and incremental operating income from acquisitions. The increases were partially offset by increases in direct operating expenses, including higher artist activation costs. The decrease in operating income outside of AOI of $27.2 million was primarily due to depreciation and amortization related to assets utilized to support higher activity levels as compared to the prior year.

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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 ~~$7.1~~$6.5 billion at ~~June 30, 2023~~March 31, 2024 and ~~$5.6~~$6.2 billion at December 31, ~~2022.~~2023. Included in the ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 cash and cash equivalents balances are $1.4 billion and $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, 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 ~~$2.6~~$3.1 billion in cash and cash equivalents, excluding client cash, at ~~June 30, 2023.~~March 31, 2024. We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign 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 $6.2 billion and $6.6 billion, ~~and $5.9 billion~~respectively, at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022, respectively.~~2023. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was ~~4.7%~~4.6% at ~~June 30, 2023,~~March 31, 2024 with approximately ~~87%~~93% of our debt at a fixed ~~rates.~~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 often receive cash related to ticket revenue 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 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, 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~~agreement consists of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders 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 the counterparty to our interest rate hedge agreement default on its obligation, we could experience higher interest rate volatility during the period of any such default.

Sources of Cash

In January 2023, we issued $1.0 billion principal amount of 3.125% convertible senior notes due 2029. In conjunction with this issuance, we used approximately $485.8 million of the net proceeds to repurchase $440.0 million aggregate principal amount of the 2.5% convertible senior notes due 2023, entered into capped call transactions at a cost of $75.5 million, paid debt issuance costs of $15.0 million, with any remaining proceeds available for general corporate purposes.

Amended Senior Secured Credit Facility

Our senior secured credit facility ~~consists~~provides for borrowings of ~~(i)~~up to $1.3 billion with a ~~$400~~$250 million ~~term loan A facility, (ii)~~sublimit for the issuance of letters of credit and a ~~$950~~$100 million ~~term loan B facility, (iii) a $500 million~~for swingline borrowings. The revolving credit facility allows for a $780 million sublimit for borrowings in U.S. Dollars, Euros, or Sterling, and ~~(iv)~~ a ~~$130~~$260 million ~~incremental~~sublimit for borrowings in those or one or more other approved non-U.S. currencies. The revolving credit ~~facility. In addition,~~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 ~~such~~the term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of (x) ~~$855 million,~~$1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term ~~loan A and term loan~~ B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) 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 ~~3.75x.~~4.50x.

Our obligations under the Amended Credit Agreement will continue to be guaranteed by the majority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the foreign subsidiary borrowers, if any, will be guaranteed by us, the majority of our direct and indirect domestic subsidiaries, and by certain of our wholly-owned foreign subsidiaries. The ~~combined revolving credit facilities provide for borrowings up~~obligations under the Amended Credit Agreement and the guarantees will continue to $630 million with sublimits of up to (i) $150 million for the issuance of letters of credit, (ii) $50 million for swingline loans, (iii) $300 million for borrowings in Dollars, Euros or British Pounds and (iv) $100 million for borrowings in those or one or more other approved currencies. The amended senior secured credit facility isbe secured by a ~~first priority~~ lien on substantially all of ~~the~~our tangible and intangible personal property ~~of LNE~~ and ~~LNE’s~~the domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries 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 term loan A~~ under the amended senior secured credit facility are, at our option, equal to either Term ~~Benchmark Loans~~SOFR plus 1.75% or ~~RFR Loans~~a base rate (as defined in the Credit Agreement) plus ~~2.25% or a base rate plus 1.25%~~0.75%.

The interest rates per annum applicable to the term loan B are, at our option, equal to either Term Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus 1.75% or a base rate plus 0.75%. We have an interest rate swap agreement that ensures the interest rate on ~~$500.0~~$500 million principal amount of our outstanding term loan B does not exceed 3.445% through October 2026. The agreement was amended in February 2023 along with the transition from LIBOR to SOFR. The interest rates per annum applicable to the incremental revolving credit facility are, at our option, equal to either Term Benchmark Loans or RFR Loans plus 2.5% or a base rate plus 1.5%. We are required to pay a commitment fee of 0.5% per year on the undrawn portion available under the revolving credit facility, 1.75% per year on the undrawn portion available under the incremental revolving credit facility and variable fees on outstanding letters of credit.

~~For the term loan A, we are required to make quarterly payments of $5.0 million with the balance due at maturity in October 2024.~~ For the term loan B, we are required to make quarterly payments of $2.4 million with the balance due at maturity in October 2026. ~~Both the existing and incremental revolving credit facilities mature in October 2024.~~ We are also required to make mandatory prepayments of the ~~loans under the amended credit agreement,~~loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events. As

We are required to pay a commitment fee of ~~June 30, 2023,~~0.35% per year on the ~~outstanding principal amount of our term loan A facility is $372.5 million and term loan B facility is $841.3 million.~~

~~There were no borrowings~~undrawn portion available under the revolving credit ~~facilities as~~facility and variable fees on outstanding letters of ~~June 30, 2023.~~credit. Based on our outstanding letters of credit of ~~$50.3~~$31.5 million, ~~$579.7 million~~$1.27 billion was available for future borrowings from our revolving credit ~~facilities.~~facility as of March 31, 2024.

~~Table~~The revolving credit facility matures on November 16, 2028, provided, that if (x) any of ~~Contents~~the 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 such outstanding principal amount plus $500 million, then the maturity date of the amended senior secured credit facility 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 result of this repayment.

Debt Covenants

As of ~~June 30, 2023,~~March 31, 2024, we believe we were in compliance with all of our debt 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 these covenants throughout ~~2023.~~2024.

Table of Contents

Uses of Cash

Acquisitions

During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, we completed various acquisitions that resulted in cash acquired, net of cash paid of ~~$69.4 million. This includes acquisition of businesses for which we assumed debt of $270.9~~$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 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 generating~~maintenance capital expenditures. ~~Maintenance capital expenditures are associated with the renewal and improvement of existing venues and technology systems, web development and administrative offices.~~ Revenue generating capital expenditures generally relate to the construction of new venues 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. 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 expenditures funded by insurance proceeds, consisted of the following:


		Six Months Ended June 30,
		2023		2022
		(in thousands)
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
	(in thousands)						(in thousands)
Revenue generating	Revenue generating	$	112,906	$	67,069
Maintenance	Maintenance	44,740		35,135
Total capital expenditures	Total capital expenditures	$	157,646	$	102,204

Revenue generating capital expenditures during the first ~~six~~three months of ~~2023~~2024 increased from the same period of the prior year primarily due to enhancements at our theaters and amphitheaters ~~and theaters~~ in ~~North America.~~the United States.

We ~~currently~~ expect capital expenditures to be approximately ~~$450~~$600 million for the ~~full~~ year ~~of 2023 as we continue catching up on projects delayed due to supply chain constraints and further expand our global platform,~~ending December 31, 2024 with approximately ~~two-thirds~~75% of ~~this~~the capital ~~expenditure to be for~~expenditures on revenue generating projects.

Cash Flows


		Six Months Ended June 30,
		2023		2022
		(in thousands)
	Three Months Ended March 31,						Three Months Ended March 31,
	2024					2024		2023
	(in thousands)						(in thousands)
Cash provided by (used in):	Cash provided by (used in):
Operating activities
Operating activities
Operating activities	Operating activities	$	1,646,849	$	1,547,438
Investing activities	Investing activities	$	(299,206)	$	(244,736)
Financing activities	Financing activities	$	73,514	$	(137,635)

Operating Activities

Cash provided by operating activities ~~increased $99.4~~decreased $167.0 million for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 as compared to the same period of the prior year primarily due to higher ~~deferred revenue from more events~~mark-to-market gains on ~~sale during the current year and~~certain investments in nonconsolidated affiliates combined with an ~~increase~~overall decrease in ~~2023~~2024 operating results as discussed within each segment’s operating ~~results. This was~~results partially offset by ~~higher~~

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~~prepaid expenses~~changes in operating assets and ~~other assets due to~~liabilities from timing of ~~receipts as well as lower accounts payable, accrued expenses~~events on sale, payments and ~~other liabilities from the timing of payments.~~

receipts.

Investing Activities

Cash used in investing activities increased ~~$54.5~~$110.9 million for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 as compared to the prior year primarily due to an increase of $88.4 million in advances of notes receivable and $72.3 million in higher purchases of property, plant and equipment in 2023 for revenue generating and maintenance capital expenditures. This was partially offset bylower cash acquired from acquisitions, net of cash ~~paid of $69.4 million during the current year whereas the prior year was cash paid for acquisitions, net of cash acquired of $39.9 million.~~paid. See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.

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Financing Activities

Cash used in financing activities was $478.4 million for the three months ended March 31, 2024 primarily due to the principal repayment of our revolving credit facility as compared to cash provided by financing activities ~~was $73.5 million for the six months ended June 30, 2023 as compared to cash used in financing activities~~ of ~~$137.6~~$225.7 million for the same period of the prior year primarily due to proceeds in 2023 from the issuance of ~~the~~our 3.125% convertible senior notes partially offset by the repurchase of ~~the~~our 2.5% convertible senior notes and capped call transactions in ~~connection with the issuance of the 3.125% convertible senior notes.~~2023. See “—Sources of Cash” above for further discussion.

Seasonality

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 Other Information.

Market Risk

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

Foreign Currency Risk

We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. Our foreign subsidiaries also carry certain net assets or liabilities that are denominated in a currency other than that subsidiary’s functional currency. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. We operate in certain countries that are hyper-inflationary, for example Argentina, however the impact of these currencies did not have a material impact on our statement of operations for the three and six months ended June 30, 2023 and 2022. Our foreign operations reported an operating income of ~~$232.8~~$77.3 million for the ~~six~~three months ended ~~June 30, 2023.~~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 ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 by ~~$23.3~~$7.7 million. As of ~~June 30, 2023,~~March 31, 2024, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and 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 ~~June 30, 2023,~~March 31, 2024, we had forward currency contracts outstanding with an aggregate notional amount of ~~$292.3~~$267.8 million.

Interest Rate Risk

Our market risk is also affected by changes in interest rates. We had ~~$6.7~~$6.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of ~~June 30, 2023.~~March 31, 2024. Of the total amount, we had $5.8 billion of fixed-rate debt and ~~$0.9~~$0.5 billion of floating-rate debt.

Based on the amount of our floating-rate debt as of ~~June 30, 2023,~~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 ~~$2.1~~$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 ~~June 30, 2023~~March 31, 2024 with no subsequent change in rates for the remainder of the period.

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In January 2020, we entered into an interest rate 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 the transition from LIBOR to SOFR. The swap agreement expires in October 2026, has a notional amount of $500.0 million and ensures that a portion of our floating-rate debt does not exceed 3.445%.

Accounting and Other Pronouncements

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

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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—Financial Information—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our ~~2022~~2023 Annual Report on Form 10-K filed with the SEC on February ~~23, 2023.~~22, 2024.

There have been no changes to our critical accounting policies during the ~~six~~three months ended ~~June 30, 2023.~~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 ~~June 30, 2023,~~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.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding our legal proceedings can be found in Part I—Financial Information—Item 1. Financial Statements—Note 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—Item 1A.—Risk Factors of our ~~2022~~2023 Annual Report on Form 10-K filed with the SEC on February ~~23, 2023,~~22, 2024, describes some of the risks and uncertainties associated with our business which could materially and adversely affect our business, financial condition, cash flows and results of 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 ~~2022~~2023 Annual Report on Form 10-K.

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

Purchase of Equity Securities

The following table provides information regarding repurchases of our common stock during the three months ended ~~June 30, 2023:~~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)

Period

Total Number of Shares Purchased (1)

Average Price Paid per Share (1)

Total Number of Shares Purchased as Part of Publicly Announced Program (2)

Maximum Fair Value of Shares that May Yet Be Purchased Under the Program (2)

April 2023

$69.39

May 2023

2,806

$80.96

June 2023

2,732

$85.13

January 2024

February 2024

March 2024

253,554

5,572

(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

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 ~~June 30, 2023.~~March 31, 2024.

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Item 6. Exhibits

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.

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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 ~~July 27, 2023.~~May 2, 2024.


LIVE NATION ENTERTAINMENT, INC.

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

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	(in thousands)
Remainder of 2023	$	33,021
2024	1,478,730
2025	50,443
2026	1,394,009
2027	2,153,142
Thereafter	1,556,121
Total	$	6,665,466


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
	(in thousands)
AOI	589,697		$	479,599	$	909,407	$	688,638

Acquisition expenses	24,829		9,543		38,140		21,620
Amortization of non-recoupable ticketing contract advances	21,234		21,865		41,597		40,392
Depreciation and amortization	136,514		115,927		251,699		216,396
Loss (gain) on disposal of operating assets	(7,013)		1,065		(6,509)		2,730
Stock-based compensation expense	27,762		12,500		55,333		61,741
Operating income	$	386,371	$	318,699	$	529,147	$	345,759