Item 2. Management’s Discussion and Analysis
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Quarterly Report on Form 10-Q constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to our expectations regarding the business of our subsidiaries and equity affiliate, economic conditions, our projected sources and uses of cash, fluctuations in interest rates and stock prices, the anticipated non-material impact of certain contingent liabilities related to legal and tax proceedings and other matters arising in the ordinary course of business. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. You are therefore cautioned not to place undue reliance on the forward-looking statements included in this Quarterly Report on Form 10-Q. The following include some but not all of the factors (as they relate to our consolidated subsidiaries and equity affiliate) that could cause actual results or events to differ materially from those anticipated:
● historical financial information and pro forma financial information may not be representative of future results;
● risks related to costs as a result of becoming an independent public company;
● our inter-company agreements may not be the result of arms’ length negotiations;
● we had no operating history as a separate company prior to the Split-Off;
● risks related to our indemnity obligations to Liberty Media (as defined below);
● we may not realize the potential benefits of the Split-Off (as defined below) in the near term or at all;
● our overlapping directors and officers with Liberty Media, Liberty Broadband Corporation and Liberty Capital Corporation (formerly known as GCI Liberty, Inc.);
● risks related to being a holding company;
● risks related to the Investment Company Act of 1940, as amended;
● our and our subsidiaries’ and equity affiliate’s ability to realize the benefits of acquisitions or other strategic investments;
● the degradation, failure or misuse of our information systems;
● our and our subsidiaries’ indebtedness could adversely affect operations and could limit the ability of such subsidiaries to react to changes in the economy or their industry;
● the success of Live Nation Entertainment, Inc. (“ Live Nation”) and QuintEvents, LLC (“Quint”) and their popularity with customers;
● the outcome of pending or future litigation;
● the operational risks of our subsidiaries and business affiliates with international operations;
● our subsidiaries’ and business affiliates’ ability to comply with government regulations, including, without limitation competition laws and adverse outcomes from regulatory proceedings;
● the regulatory and competitive environment of the industries in which we operate;
● changes in the nature of key strategic relationships with partners, vendors and joint venturers;
● the ability of Live Nation and its ticketing clients to anticipate or respond to changes in consumer preferences;
● changes in the nature of Live Nation’s relationships between key promoters, executives, agents, managers, artists and clients and the nature of Quint’s relationships with promoters, leagues and customers;
● the ability of Live Nation to maintain or increase its current revenue in the face of intense competition in the live music and ticketing industries;
● economic and other factors affecting entertainment, sporting and leisure events;
● the ability of Live Nation to lease, acquire and develop live music venues;
● the risk of personal injury or other claims in connection with Live Nation’s live music events and Quint’s sports and entertainment events;
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● the risk of poor weather adversely affecting attendance at Live Nation’s live music events and Quint’s sports and entertainment events;
● the risk of data losses or other breaches of Live Nation and/or Quint’s network security;
● the impact of weak and uncertain economic conditions on consumer demand for products, services and events offered by Live Nation and Quint;
● the market price of our common stock may be volatile;
● fluctuations in currencies against the United States (“U.S.”) dollar;
● our directors’ or officers’ equity ownership may create the appearance of conflicts of interest; and
● provisions of our amended and restated articles of incorporation and bylaws may discourage, delay or prevent a change in control of our Company .
For additional risk factors, please see Part I, Item 1A. Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2025 . These forward-looking statements and such risks, uncertainties and other factors speak only as of the date of this Quarterly Report, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein, to reflect any change in our expectations with regard thereto, or any other change in events, conditions or circumstances on which any such statement is based.
The following discussion and analysis provides information regarding the historical consolidated results of operations and financial condition of Liberty Live Holdings, Inc. (“Liberty Live”, the “Company”, “us”, “we”, or “our”). This discussion should be read in conjunction with our accompanying condensed consolidated financial statements and the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2025 .
Split-Off of Liberty Live from Liberty Media
In November 2024, the board of directors of Liberty Media Corporation (“Liberty Media”) authorized Liberty Media management to pursue a plan to split-off the Liberty Live Group (the “Split-Off”), which was completed on December 15, 2025. Immediately prior to effecting the Split-Off, Liberty Media’s subsidiary Quint, interests in certain private assets and $171.7 million of cash were reattributed from Liberty Media’s Formula One Group to its Liberty Live Group in exchange for interests in certain other private assets. Liberty Media effected the Split-Off through the redemption of Liberty Media’s Liberty Live common stock in exchange for Liberty Live Group common stock of a newly formed company called Liberty Live Holdings, Inc. Liberty Media redeemed each outstanding share of its Series A, Series B and Series C Liberty Live common stock for one share of the corresponding series of Liberty Live Group common stock of Liberty Live.
Liberty Live beneficially owns approximately 69.6 million shares of Live Nation common stock, Quint, interests in certain private assets, corporate cash and debt obligations.
Following the Split-Off, Liberty Media and Liberty Live operate as separate, publicly traded companies, and neither has any continuing stock ownership, beneficial or otherwise, in the other. In connection with the Split-Off, Liberty Media and Liberty Live entered into certain agreements in order to govern certain of the ongoing relationships between the two companies after the Split-Off and to provide for an orderly transition. These agreements include a services agreement, an aircraft time sharing agreement, and a facilities sharing agreement (the “Ancillary Agreements”) in addition to a reorganization agreement and a tax sharing agreement.
The reorganization agreement provides for, among other things, the principal corporate transactions (including the internal restructuring) required to effect the Split-Off, certain conditions to the Split-Off and provisions governing the relationship between Liberty Live and Liberty Media with respect to and resulting from the Split-Off. The tax sharing agreement provides for the allocation and indemnification of tax liabilities and benefits between Liberty Media and Liberty Live and other agreements related to tax matters. Pursuant to the services agreement, Liberty Media provides Liberty Live with general and administrative services including legal, tax, accounting, treasury and investor relations support. Liberty Live reimburses Liberty Media for direct, out-of-pocket expenses and pays a services fee to Liberty Media under the services agreement that is subject to adjustment quarterly, as necessary. Under the facilities sharing agreement, Liberty Live shares office space with Liberty Media and related amenities at Liberty Media’s corporate headquarters. The aircraft
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time sharing agreement provides for Liberty Media to lease its aircraft to Liberty Live for use on a periodic, non-exclusive time sharing basis.
A portion of Liberty Media’s general and administrative expenses, including legal, tax, accounting, treasury and investor relations support was previously allocated to the Liberty Live Group, and are currently allocated to Liberty Live each reporting period based on an estimate of time spent. Under these various agreements $2.5 million and $3.2 million was reimbursable to Liberty Media during the three months ended June 30, 2026 and 2025, respectively, and $5.8 million and $6.6 million was reimbursable to Liberty Media during the six months ended June 30, 2026 and 2025, respectively.
Overview
Quint designs, develops, and sells official ticket-inclusive hospitality and single to multi-day experiential packages (including on or off-site experiences, transportation, and hotel accommodations) throughout the world, and is a reportable segment. Live Nation believes it is the largest producer of live music concerts in the world, it is the world’s leading live entertainment ticketing sales and marketing company, its global footprint is one of the world’s largest music advertising networks for corporate brands and includes one of the world’s leading ecommerce websites. As a result, Live Nation believes it is the largest live entertainment company in the world, connecting over 805 million fans across all of its concerts and ticketing platforms in 55 countries during 2025, and is a reportable segment. Our “Corporate and other” category includes corporate activity along with various equity investments.
Economic Conditions
A weak or uncertain economy in the U.S. or globally could adversely affect demand for Live Nation’s and Quint’s services and events. If economic and financial market conditions in the U.S. or other key markets, including Europe, continue to be uncertain or deteriorate, customers may respond by suspending, delaying or further reducing their discretionary spending. A reduction in discretionary spending could adversely affect revenue through reduced live-entertainment and sporting event expenditures. Live Nation’s and Quint’s businesses depend on discretionary consumer and corporate spending, which typically declines during times of economic recession or instability. Many factors related to corporate spending and discretionary consumer spending, including actual or perceived economic conditions affecting disposable consumer income such as unemployment levels, fuel prices, interest rates, changes in tax rates and tax laws that impact companies or individuals, and inflation can significantly impact Live Nation’s and Quint’s operating results. There remains a high level of uncertainty in the current macroeconomic and geopolitical environments. Economic tensions and changes in international trade policies, including, for example, the widespread tariffs announced by the U.S. on its major trading partners, and actions taken in response (such as retaliatory tariffs or other trade protectionist measures or the renegotiation of free trade agreements), increased inflationary cost pressures and heightened recessionary fears. Although many of those tariffs are no longer in effect, residual economic disruption and the potential for future trade policy changes continue to contribute to heightened recessionary fears.
In addition, recent hostilities involving the U.S., Israel and Iran and others have significantly disrupted the normal flow of oil, refined petroleum products and related commodities, resulting in higher commodity prices and associated economic volatility. The length and impact of these ongoing conflicts and geopolitical turmoil is highly unpredictable and could lead to further market disruptions, including significant volatility in commodity prices, currency exchange rates, credit and capital markets, supply chain interruptions, changes in consumer purchasing behavior and increased cyber-attacks against U.S. companies. Due to the conflict in Iran, Formula 1 announced that the 2026 Bahrain and Saudi Arabian Grands Prix would not take place in April 2026 as originally scheduled, and MotoGP postponed the 2026 Qatar Grand Prix to November 2026, which will have an adverse impact on Quint’s results of operations in 2026. Subsequent to June 30, 2026, Formula 1 announced that Malaysia will host the Bahrain Grand Prix in October. If the conflict in the Middle East persists, additional calendar changes may be necessary.
Additionally, any resulting sanctions could adversely affect the global economy and financial markets. A weakened economic and business climate, as well as consumer uncertainty created by such a climate, could harm Live Nations’ and/or Quint’s revenues and profitability. Accordingly, the ability of Live Nation and/or Quint to increase or maintain revenue and earnings could be adversely affected to the extent that relevant economic environments remain weak or decline further. In addition, inflationary pressures, which have been significant and remain significant, may increase operational
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costs, including labor costs, and elevated interest rates or any further increases in interest rates in response to concerns about inflation may have the effect of further increasing economic uncertainty and heightening these risks. Business conditions, as well as various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact Live Nation’s and Quint’s operating results. These factors can affect attendance at Live Nation’s and Quint’s events, premium seat sales, sponsorship, advertising and hospitality spending, concession and merchandise sales, as well as the financial results of sponsors of Live Nation’s and Quint’s venues, events and the industry. There can be no assurance that consumer and corporate spending will not be adversely impacted by ongoing uncertainty in the macroeconomic and political environments, or by any future deterioration in such environments, thereby possibly impacting Live Nation’s and Quint’s operating results and growth .
Results of Operations
General. Provided in the tables below is information regarding the historical Consolidated Operating Results and Other Income and Expense of Liberty Live.
Three months ended
Six months ended
June 30,
June 30,
2026
2025
2026
2025
amounts in thousands
Revenue
$
147,059
138,603
210,679
185,662
Cost of revenue
116,798
110,413
168,464
151,962
Selling, general and administrative expenses (excluding stock-based compensation)
22,278
22,826
41,899
38,633
Stock-based compensation
2,445
1,482
4,951
1,943
Depreciation and amortization
6,482
6,533
12,999
13,057
Operating income (loss)
(944)
(2,651)
(17,634)
(19,933)
Interest expense
(7,466)
(7,425)
(15,027)
(14,759)
Dividend and interest income
5,292
4,387
9,919
8,484
Share of earnings (loss) of affiliates, net
82,529
71,445
(41,797)
72,896
Realized and unrealized gains (losses) on financial instruments, net
(423,647)
(288,725)
(653,279)
(305,824)
Other income (expense), net
1,452
233
(575)
(787)
(341,840)
(220,085)
(700,759)
(239,990)
Net earnings (loss) before income taxes
(342,784)
(222,736)
(718,393)
(259,923)
Income tax (expense) benefit
74,121
42,413
155,592
50,124
Net earnings (loss)
$
(268,663)
(180,323)
(562,801)
(209,799)
Revenue. The Company designs and develops ticket-inclusive experiential hospitality packages (including on or off-site experiences, transportation, and hotel accommodations) to major sporting and lifestyle events held globally. Revenue increased $8,456 thousand during the three months ended June 30, 2026, as compared to the same period in the prior year, primarily due to an increase related to MotoGP of $6,746 thousand due to the hospitality agreement announced during the current year with MotoGP and incremental hospitality and experiential package sales , as well as an increase of $5,623 thousand in other event revenue, primarily related to new events, including USGA events and World Cup transportation, and hospitality growth year over year at existing events. These increases were partially offset by a decrease of $3,816 thousand related to hotel room packages for events that occurred in 2025 but not in 2026.
Revenue increased $25,017 thousand during the six months ended June 30, 2026, as compared to the same period in the prior year, primarily due to an increase related to Formula 1 of $25,741 thousand due to year over year growth at the events executed despite three fewer events in 2026 compared to 2025, an increase related to MotoGP of $9,957 thousand due to the hospitality agreement announced during the current year with MotoGP and incremental hospitality and experiential package sales, and an increase of $5,411 thousand in other event revenue, primarily related to new events, including USGA events and World Cup transportation, and hospitality growth year over year at existing events . These
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increases were partially offset by a decrease related to the NBA of $12,021 thousand due to changes in venues and participating teams impacting demand, and a decrease of $3,998 thousand related to hotel room packages for events that occurred in 2025 but not in 2026.
Cost of revenue. Cost of revenue primarily includes the direct costs to execute and fulfill experiential packages including ticket, hospitality, hotel and transportation costs. Cost of revenue increased $6,385 thousand for the three months ended June 30, 2026, as compared to the same period in the prior year. The increase in cost of revenue was due to increases of $5,904 thousand related to MotoGP associated with the increased revenue as discussed above, and an increase of $3,810 thousand related to new events, as discussed above, partially offset by a decrease of $3,800 thousand related to hotel room packages for events that occurred in 2025 but not in 2026.
Cost of revenue increased $16,502 thousand for the six months ended June 30, 2026, as compared to the same period in the prior year. The increase in cost of revenue was due to increases of $19,405 thousand and $8,332 thousand related to Formula 1 and MotoGP, respectively, associated with the increased revenue as discussed above, and an increase of $3,532 thousand related to new events, as discussed above. These increases were partially offset by a decrease of $10,197 thousand related to the NBA as a result of the decrease in revenue, as discussed above, a decrease of $3,970 thousand related to hotel room packages, and a decrease of $1,695 thousand related to tax compliance expense.
Selling, general and administrative expenses, excluding stock-based compensation (“SG&A”). SG&A includes personnel costs, marketing costs, software license fees, commissions paid to internal and external sales representatives, interchange fees incurred on credit card transactions, professional and advisory fees and office expenses including rent.
SG&A remained relatively flat for the three months ended June 30, 2026.
SG&A increased $3,266 thousand for the six months ended June 30, 2026, as compared to the same period in the prior year, primarily due to increases at Quint of $3,021 thousand for personnel costs and $403 thousand for commissions expenses, as well as higher corporate expenses of $1,457 thousand related to the allocation of services from Liberty Media, payroll taxes and insurance expense. These increases were partially offset by a decrease of $2,571 thousand at the corporate level related to professional services fees.
Stock-based compensation. Stock-based compensation increased $963 thousand and $3,008 thousand for the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year, primarily due to expense from grants issued in the fourth quarter of 2025 combined with a prior period grant that completed its vesting cycle.
Depreciation and amortization. Depreciation and amortization remained relatively flat for the three and six months ended June 30, 2026, as compared to the same periods in the prior year.
Adjusted OIBDA. To provide investors with additional information regarding the Company’s financial results, it also discloses Adjusted OIBDA, which is a non-GAAP financial measure. Adjusted OIBDA is defined as operating income (loss) plus depreciation and amortization, stock-based compensation, separately reported litigation settlements and restructuring, acquisition costs and impairment charges. Liberty Live’s chief operating decision maker and management team use this measure of performance in conjunction with other measures to evaluate Liberty Live’s businesses and make decisions about allocating resources among Liberty Live’s businesses. Liberty Live believes this is an important indicator of the operational strength and performance of Liberty Live’s businesses by identifying those items that are not directly a reflection of each business’ performance or indicative of ongoing business trends. In addition, this measure allows Liberty Live to view operating results, perform analytical comparisons and benchmarking between businesses and identify strategies to improve performance. Adjusted OIBDA should be considered in addition to, but not as a substitute for, operating income (loss), net earnings (loss), cash flow provided by operating activities and other measures of financial performance prepared in accordance with U.S. generally accepted accounting principles (“GAAP”).
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The following table provides a reconciliation of Operating income (loss) to Adjusted OIBDA:
Three months ended
Six months ended
June 30,
June 30,
2026
2025
2026
2025
amounts in thousands
Operating income (loss)
$
(944)
(2,651)
(17,634)
(19,933)
Depreciation and amortization
6,482
6,533
12,999
13,057
Stock-based compensation
2,445
1,482
4,951
1,943
Adjusted OIBDA
$
7,983
5,364
316
(4,933)
Adjusted OIBDA is summarized as follows:
Three months ended
Six months ended
June 30,
June 30,
2026
2025
2026
2025
amounts in thousands
Quint
$
11,494
11,294
8,842
4,584
Corporate and other
(3,511)
(5,930)
(8,526)
(9,517)
Adjusted OIBDA
$
7,983
5,364
316
(4,933)
Consolidated Adjusted OIBDA increased $2,619 thousand and $5,249 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.
Quint Adjusted OIBDA increased $200 thousand and $4,258 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year. Adjusted OIBDA was impacted by the above discussed fluctuations in revenue and expenses.
Corporate and Other Adjusted OIBDA loss decreased $2,419 thousand and $991 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year. The decreases in losses were impacted by the above discussed fluctuations in SG&A expenses.
Interest Expense. Interest expense remained relatively flat during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.
Dividend and interest income. Dividend and interest income increased $905 thousand and $1,435 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year, primarily due to higher invested cash balances due to cash transferred from Liberty Media in connection with the Split-Off.
Share of earnings (loss) of affiliates, net. The Company’s share of earnings of affiliates, net increased $11,084 thousand and decreased $114,693 thousand during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year. Share of earnings (losses) from affiliates, net is primarily attributable to the Company’s ownership interest in Live Nation. Upon the Company’s initial investment in Live Nation, the Company allocated the excess basis, between the book basis of Live Nation and fair value of the shares acquired and ascribed remaining useful lives to amortizable intangible assets and deferred taxes. As of June 30, 2026, amortizable intangible assets had a remaining weighted average useful life of approximately 5.8 years. Amortization related to intangible assets with identifiable useful lives is included in the Company’s share of earnings (loss) of affiliates, net line item in the accompanying condensed consolidated statements of operations and aggregated $5,717 thousand and $4,902 thousand, net of related taxes, for the three months ended June 30, 2026 and 2025, respectively, and $11,820 thousand and $9,191 thousand, net of related taxes, for the six months ended June 30, 2026 and 2025, respectively. The increase in amortization was due to our share of Live Nation’s equity activity that increased our excess basis as well as a cumulative change in the applicable tax rate, partially offset by the full amortization of certain historical excess cost amounts.
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The following is a discussion of Live Nation’s results of operations. Live Nation is a separate publicly traded company and additional information about Live Nation can be obtained through its website and public filings. In order to provide a better understanding of Live Nation’s operations, we have included a summarized presentation of Live Nation’s results from operations.
Three months ended
Six months ended
June 30,
June 30,
2026
2025
2026
2025
amounts in millions
Revenue
$
7,667
7,007
11,460
10,389
Operating expenses:
Direct operating expenses
(5,724)
(5,211)
(8,203)
(7,466)
Selling, general and administrative expenses
(1,135)
(1,003)
(2,097)
(1,782)
Depreciation and amortization
(189)
(159)
(358)
(308)
Corporate and other expenses
(97)
(147)
(651)
(232)
Operating income (loss)
522
487
151
601
Interest expense
(97)
(72)
(188)
(152)
Interest income
43
38
82
72
Other income (expense), net
51
(33)
61
(35)
Earnings (loss) before income taxes
519
420
106
486
Income tax (expense) benefit
(116)
(117)
(83)
(137)
Net earnings (loss)
403
303
23
349
Less net earnings (loss) attributable to noncontrolling interests
109
60
118
82
Net earnings (loss) attributable to Live Nation stockholders
$
294
243
(95)
267
Revenue. Live Nation’s revenue increased $660 million and $1,071 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year. The increase for the three months ended June 30, 2026 was driven by increased revenue in the Concerts segment of $498 million, Ticketing segment of $110 million and Sponsorship & Advertising segment of $42 million. Concerts revenue increased primarily due to fan count growth from more shows driven by Live Nation’s International markets, particularly mainland Europe and South America, as well as revenue of $30 million from newly opened venues. Ticketing revenue increased primarily due to higher primary ticket sales driven by more concerts events in North America and international markets . Sponsorship & Advertising revenue increased primarily due to increased festival sponsorships as well as venue sponsorship deals across multiple markets in Europe and Latin America.
The increase for the six months ended June 30, 2026 was driven by increased revenue in the Concerts segment of $789 million, Ticketing segment of $180 million and Sponsorship & Advertising segment of $85 million. Concerts revenue increased primarily due to approximately 1,000 more shows driven by International fan count growth, particularly Arena fan count growth in almost every one of Live Nation’s global markets, as well as revenue of $37 million from newly opened venues. Concerts had incremental revenue of $289 million from acquisitions.Ticketing revenue increased primarily due to higher primary ticket sales driven by more concert events in North America and international markets . Sponsorship & Advertising revenue increased primarily due to increased festival sponsorships as well as venue sponsorship deals across multiple markets in Canada, Europe and Latin America.
Operating Income. Operating income increased $35 million and decreased $450 million during the three and six months ended June 30, 2026, respectively, as compared to the same periods of the prior year. The increase for the three months ended June 30, 2026 was primarily driven by increased operating income in the Ticketing segment of $35 million and the Sponsorship & Advertising segment of $26 million as well as lower corporate expenses due to certain acquisition expense in the prior year. These were partially offset by decreased operating income in the Concerts segment of $70 million. The increased operating income in the Ticketing and Sponsorship & Advertising segments was driven by higher revenue, as discussed above. The decreased operating income in the Concerts segment was due to the geographic mix of stadium shows as stadium activity for North America shifted from the second quarter to the third quarter of 2026 as a
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result of the FIFA World Cup. Live Nation also had higher selling, general and administrative expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in the Sponsorship & Advertising segment.
The decrease for the six months ended June 30, 2026 was primarily driven by the $450 million accrued expense associated with the litigation (as discussed in note 8 to the accompanying condensed consolidated financial statements), decreased operating income in the Concerts segment of $100 million, partially offset by increased operating income in the Sponsorship & Advertising segment of $52 million and the Ticketing segment of $28 million. The decrease in operating income in the Concerts segment was driven by geographic show mix, quarterly phasing, and higher selling, general and administrative expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in the Sponsorship & Advertising segment. The increased operating income in the Sponsorship & Advertising segment was due to increased revenue from sponsorship activity, as discussed above. The increased operating income in the Ticketing segment was due to increased revenue as discussed above, partially offset by an increase in direct operating expenses due to greater ticket sales.
Income Taxes. For the six months ended June 30, 2026, Live Nation recorded a net income tax expense of $83 million on pretax income of $106 million, compared to a net income tax expense of $137 million on pretax income of $486 million for the six months ended June 30, 2025. The net decrease in income tax expense of $54 million was primarily due to a decrease in pretax income in 2026 as compared to the same period of the prior year, partially offset by the nondeductible tax impact of the $450 million accrued expense associated with the litigation (as discussed in note 8 to the accompanying condensed consolidated financial statements).
Realized and unrealized gains (losses) on financial instruments, net . Realized and unrealized gains (losses) on financial instruments, net are comprised of changes in the fair value of the following:
Three months ended
Six months ended
June 30,
June 30,
2026
2025
2026
2025
amounts in thousands
Equity securities
$
80
(194)
2,021
(6,943)
Financial instrument liabilities
(147,640)
(89,914)
(193,651)
(89,914)
Debt
(276,087)
(198,617)
(461,649)
(208,967)
$
(423,647)
(288,725)
(653,279)
(305,824)
The changes in these accounts are primarily due to changes in market factors and changes in the fair value of the underlying stocks or financial instruments to which these related (see note 6 to the accompanying condensed consolidated financial statements for additional discussion related to debt). Realized and unrealized losses increased $134,922 thousand and $347,455 thousand for the three and six months ended June 30, 2026, respectively, compared to the corresponding periods in the prior year. The increase was primarily due to increases in unrealized losses on the 2.375% Exchangeable Senior Debentures due 2053 (“2.375% Exchangeables”), primarily attributable to an increase in the market value of Live Nation’s common stock, as well as an increase in unrealized losses related to a derivative instrument entered into during the second quarter of 2025 (“2025 Forward Contracts”) (see note 6 to the accompanying condensed consolidated financial statements).
Other income (expense), net. Other income (expense), net remained relatively flat during the three and six months ended June 30, 2026, respectively, as compared to the same periods in the prior year.
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Income taxes. Earnings (loss) before income taxes, income tax (expense) benefit, and the effective tax rates for the three and six months ended June 30, 2026 and 2025 are summarized below:
Three months ended
Six months ended
June 30,
June 30,
2026
2025
2026
2025
Earnings (loss) before income taxes
$
(342,784)
(222,736)
(718,393)
(259,923)
Income tax (expense) benefit
$
74,121
42,413
155,592
50,124
Effective income tax rate
22%
19%
22%
19%
During the three months ended June 30, 2026, income tax benefit was greater than the U.S. statutory rate of 21%, primarily due to the effect of state income taxes. During the six months ended June 30, 2026, income tax benefit was greater than the U.S. statutory rate of 21%, primarily due to the effect of state income taxes and stock based compensation. During the three and six months ended June 30, 2025, income tax benefit was less than the U.S. statutory rate of 21% due to income tax expense resulting from an adjustment to the Company’s tax basis in certain investment assets.
Net earnings (loss). The Company had net losses of $268,663 thousand and $180,323 thousand for the three months ended June 30, 2026 and 2025, respectively, and net losses of $562,801 thousand and $209,799 thousand for the six months ended June 30, 2026 and 2025, respectively. The change in net earnings (loss) was the result of the fluctuations in Liberty Live’s revenue, expenses and other gains and losses, as described above.
Liquidity and Capital Resources
As of June 30, 2026, the Company’s liquidity position included the following:
Cash and cash
equivalents
amounts in thousands
Quint
$
107,411
Corporate and other
415,938
Total Liberty Live
$
523,349
Substantially all of its cash and cash equivalents are invested in U.S. Treasury securities, other government securities or government guaranteed funds, AAA rated money market funds and other highly rated financial and corporate debt instruments.
The following are potential sources of liquidity: available cash balances, cash generated by Quint operating activities (to the extent such cash exceeds Quint’s working capital needs and is not otherwise restricted), net proceeds from asset sales, debt borrowings, available borrowing capacity under a margin loan secured by shares of Live Nation (the “Live Nation Margin Loan”), the 2025 Forward Contracts and interest and dividend receipts.
As of June 30, 2026, the Company had $400 million available under the Live Nation Margin Loan.
The Company is in compliance with all financial debt covenants as of June 30, 2026.
Six months ended
June 30,
2026
2025
Cash Flow Information
amounts in thousands
Net cash provided (used) by operating activities
$
(4,710)
(26,835)
Net cash provided (used) by investing activities
$
155
(3,525)
Net cash provided (used) by financing activities
$
(17,233)
(1,853)
I-32
Table of Contents
During the six months ended June 30, 2026, the Company’s primary uses of cash were $8,264 thousand for bank fees related to the exchanges of the 2.375% Exchangeables and $4,539 thousand of withholding taxes on net settlements of stock-based compensation.
The Company’s projected uses of cash for the remainder of the year, outside of normal operating expenses (inclusive of tax payments), are interest payments of approximately $14,650 thousand and fees to Liberty Media for providing certain services pursuant to the Ancillary Agreements. The Company expects to fund its projected uses of cash with cash on hand, cash provided by operations, and debt borrowings under the Live Nation Margin Loan. Liberty Live believes that the available sources of liquidity are sufficient to cover its projected future uses of cash.
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.