What changed in this filing

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Item 1. Financial Statements

2023-07-27 compared with 2023-05-04 · 167 added, 88 removed, 445 unchanged (36% of the section changed)

41 unchanged sentences

Cost of shares held in treasury ( 6,865 ) ( 6,865 )

Accumulated other comprehensive loss ( 17,425 ) ( 90,076 )

Accumulated other comprehensive income (loss) 59,253 ( 90,076 )

Total Live Nation stockholders' equity ( 187,377 ) ( 367,569 )

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(in thousands except share and per share data)

4 unchanged sentences

Depreciation and amortization 136,514 115,927 251,699 216,396

Loss on disposal of operating assets 504 1,665

Loss (gain) on disposal of operating assets ( 7,013 ) 1,065 ( 6,509 ) 2,730

Corporate expenses 81,478 59,247 144,493 91,657

4 unchanged sentences

Equity in earnings of nonconsolidated affiliates ( 5,558 ) ( 1,955 ) ( 9,665 ) ( 6,243 )

Other expense, net 11,583 9,399

Income (loss) before income taxes 68,032 ( 37,260 )

Other expense (income), net ( 6,599 ) 5,039 4,984 14,438

Income before income taxes 372,985 260,372 441,017 223,112

Income tax expense 41,648 31,995 65,488 43,691

Net income (loss) 44,192 ( 48,956 )

Net income 331,337 228,377 375,529 179,421

Net income attributable to noncontrolling interests 37,655 40,577 85,016 41,803

Net loss attributable to common stockholders of Live Nation $ ( 3,169 ) $ ( 50,182 )

Basic and diluted net loss per common share available to common stockholders of Live Nation $ ( 0.25 ) $ ( 0.39 )

Net income attributable to common stockholders of Live Nation $ 293,682 $ 187,800 $ 290,513 $ 137,618

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

Weighted average common shares outstanding:

Basic and diluted 228,162,831 221,890,625

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

Net loss attributable to common stockholders of Live Nation $ ( 3,169 ) $ ( 50,182 )

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

Accretion of redeemable noncontrolling interests ( 56,621 ) ( 32,560 ) ( 111,554 ) ( 68,274 )

Net loss available to common stockholders of Live Nation—basic and diluted

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

See Notes to Consolidated Financial Statements

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(in thousands)

Net income (loss) $ 44,192 $ ( 48,956 )

Net income $ 331,337 $ 228,377 $ 375,529 $ 179,421

Other comprehensive income, net of tax:

Unrealized gain (loss) on cash flow hedge ( 3,949 ) 23,969

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

2 unchanged sentences

Comprehensive income attributable to noncontrolling interests

37,655 40,577 85,016 41,803

Comprehensive income attributable to common stockholders of Live Nation

4 unchanged sentences

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

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

See Notes to Consolidated Financial Statements

Live Nation Stockholders’ Equity

Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

(in thousands, except share data) (in thousands)

Balances at December 31, 2022 228,498,102 $ 2,285 $ 2,698,316 $ ( 2,971,229 ) $ ( 6,865 ) $ ( 90,076 ) $ 461,366 $ 93,797 $ 669,766

11 unchanged sentences

Comprehensive income (loss):

Net income (loss) — — — ( 3,169 ) — — 41,891 38,722 5,470

Unrealized loss on cash flow hedge — — — — — ( 3,949 ) — ( 3,949 ) —

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 March 31, 2023 228,859,789 $ 2,289 $ 2,535,553 $ ( 2,974,398 ) $ ( 6,865 ) $ ( 17,425 ) $ 539,992 $ 79,146 $ 710,350

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

2 unchanged sentences

(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 — — 13,221 — — — — 13,221 —

Common stock issued under stock plans, net of shares withheld for employee taxes 544,593 6 ( 5,169 ) — — — — ( 5,163 ) —

Exercise of stock options 1,505,385 15 13,287 — — — — 13,302 —

Acquisitions — — — — — — 4,782 4,782 3,023

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

Redeemable noncontrolling interests fair value adjustments — — ( 33,020 ) — — — — ( 33,020 ) 32,560

Contributions received — — — — — — 9,190 9,190 —

Cash distributions — — — — — — ( 18,162 ) ( 18,162 ) ( 8,986 )

Other — — ( 2,411 ) — — — 46,449 44,038 ( 46,868 )

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 —

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

See Notes to Consolidated Financial Statements

Live Nation Stockholders’ Equity

(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

11 unchanged sentences

Comprehensive income (loss):

Net income (loss) — — — ( 50,182 ) — — 4,651 ( 45,531 ) ( 3,425 )

Net income — — — 137,618 — — 40,128 177,746 1,675

Unrealized gain on cash flow hedge — — — — — 31,656 — 31,656 —

1 unchanged sentence

Foreign currency translation adjustments — — — — — ( 16,412 ) — ( 16,412 ) —

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

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 44,192 $ ( 48,956 )

Net income $ 375,529 $ 179,421

Reconciling items:

8 unchanged sentences

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

2 unchanged sentences

Increase in prepaid expenses and other assets ( 836,672 ) ( 607,939 )

Increase (decrease) in accounts payable, accrued expenses and other liabilities ( 460,749 ) 236,584

Increase in accounts payable, accrued expenses and other liabilities 298,718 972,906

Increase in deferred revenue 1,801,097 1,053,178

6 unchanged sentences

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 )

45 unchanged sentences

We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding.

As of March 31, 2023 and December 31, 2022, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 938 million and $ 514 million of assets and $ 791 million and $ 427 million of liabilities, respectively, related to VIEs included in our balance sheets.

As of June 30, 2023 and December 31, 2022, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 882 million and $ 514 million of assets and $ 625 million and $ 427 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 March 31, 2023 and December 31, 2022 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.

Included in the June 30, 2023 and December 31, 2022 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.

1 unchanged sentence

Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction.

As of March 31, 2023, 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 three months of 2023.

As of June 30, 2023, 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 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 amongst other things a corporate alternative minimum tax starting in the 2023 tax year.

The Company is still assessing the impact due to lack of United States Treasury regulations;

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.

5 unchanged sentences

We adopted this guidance on January 1, 2023.

The adoption did not have a material impact on our consolidated financial statements.

The adoption is not expected to have a material impact on our consolidated financial statements.

NOTE 2—LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL

1 unchanged sentence

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

(in thousands)

3 unchanged sentences

Construction in progress 229,125 244,618

3,614,403 3,339,618

Property, plant and equipment, gross 3,692,343 3,339,618

accumulated depreciation 1,788,323 1,851,955

$ 1,887,070 $ 1,487,663

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 three months ended March 31, 2023:

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2023:

relationships Revenue-

9 unchanged sentences

Gross carrying amount:

Acquisitions—current year

Acquisitions and additions—current year

18,429 27,125 47,045 — 20,224 112,823

Acquisitions—prior year

Acquisitions and additions—prior year

619 24,530 ( 11 ) — — 25,138

4 unchanged sentences

( 38,482 ) ( 50,041 ) ( 8,662 ) ( 9,240 ) ( 6,301 ) ( 112,726 )

Dispositions — — — — 464 464

Foreign exchange ( 3,058 ) ( 5,312 ) ( 692 ) ( 1,108 ) ( 413 ) ( 10,583 )

1 unchanged sentence

Net change ( 29,463 ) ( 12,218 ) ( 9,309 ) 3,241 11,059 ( 36,690 )

Balance as of March 31, 2023:

Balance as of June 30, 2023:

Gross carrying amount

5 unchanged sentences

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

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of certain venue management businesses located in the United States.

The 2023 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:

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

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

Revenue-generating contracts 5

Client/vendor relationships 5

Venue management and leaseholds 14

Technology (1)

All categories 8

Amortization of definite-lived intangible assets for the three months ended March 31, 2023 and 2022 was $ 57.5 million and $ 49.7 million, respectively.

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

The following table presents our estimate of amortization expense for the remainder of the current year and the four succeeding fiscal years for definite-lived intangible assets that exist at March 31, 2023:

(in thousands)

Remainder of 2023 $ 155,399

_____________________

2025 $ 159,011

2026 $ 132,081

2027 $ 106,473

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

(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, 2023 and 2022 was $ 55.2 million and $ 52.6 million, respectively, and for the six months ended June 30, 2023 and 2022 was $ 112.7 million and $ 102.3 million, respectively.

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

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

Concerts Ticketing Sponsorship

7 unchanged sentences

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 March 31, 2023:

Balance as of June 30, 2023:

Goodwill 1,382,509 1,008,783 663,427 3,054,719

1 unchanged sentence

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.

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 March 31, 2023 and December 31, 2022, we had investments in nonconsolidated affiliates of $ 361.5 million and $ 408.8 million, respectively, included in other long-term assets on our consolidated balance sheets.

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

NOTE 3—LEASES

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(in thousands)

6 unchanged sentences

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

Three Months Ended

Six Months Ended

(in thousands)

1 unchanged sentence

Lease assets obtained in exchange for lease obligations, net of terminations $ 87,505 $ 185,119

As of March 31, 2023, we have additional operating leases that have not yet commenced, with total lease payments of $ 174.5 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2023 to June 2030 due to certain offices and venues under construction with lease terms ranging from 2 to 30 years.

As of June 30, 2023, we have additional operating leases that have not yet commenced, with total lease payments of $ 146.7 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2023 to June 2030 due to certain offices and venues under construction with lease terms ranging from 2 to 30 years.

NOTE 4—LONG-TERM DEBT

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

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

(in thousands)

16 unchanged sentences

Total long-term debt, net $ 6,554,697 $ 5,283,467

Future maturities of long-term debt at March 31, 2023 are as follows:

Future maturities of long-term debt at June 30, 2023 are as follows:

(in thousands)

8 unchanged sentences

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.

Interest on the 3.125 % convertible senior notes due 2029 is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2023, at a rate of 3.125 % per annum.

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.

1 unchanged sentence

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 March 31, 2023.

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.

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 3.125 % convertible senior notes due 2029 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 March 31, 2023, the remaining period for the unamortized debt issuance costs balance of $ 15.0 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 March 31, 2023, the effective interest rate on the notes was 3.4 %.

In connection with the issuance of the 3.125 % convertible senior notes due 2029, we entered into privately negotiated capped call transactions with several counterparties.

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.

1 unchanged sentence

Debt Extinguishment

In conjunction with the issuance of the 3.125 % convertible senior notes due 2029, 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.

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.

1 unchanged sentence

In February 2023, we amended our senior secured credit facility.

The amendments provides 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 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.

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 March 31, 2023, other long-term debt includes $ 270.7 million for a note due in 2026 related to an acquisition of a venue management business during the first quarter of 2023 in the United States.

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

NOTE 5—FAIR VALUE MEASUREMENTS

1 unchanged sentence

Estimated Fair Value

March 31, 2023

June 30, 2023

December 31, 2022

10 unchanged sentences

Estimated Fair Value at

March 31, 2023 December 31, 2022

June 30, 2023 December 31, 2022

(in thousands)

31 unchanged sentences

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 and returned the issue of whether the plaintiff’s Competition Act and Unjust Enrichment claims should be certified to the motion judge for reconsideration.

The court in the Watch matter issued its class certification ruling in November 2022.

1 unchanged sentence

In December 2022, the parties filed cross-notices of appeal of the court’s ruling.

A hearing on the parties’ motions for leave to appeal took place in March 2023.

The class certification hearing in the Thompson-Marcial matter has not yet been scheduled.

A hearing on the parties’ motions for leave to appeal took place in March 2023 and the parties await the court’s ruling.

The class certification hearing in the Thompson-Marcial matter has been scheduled for December 2023.

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

2 unchanged sentences

We continue to vigorously defend these actions.

Astroworld Litigation

Astroworld Litigation and Related Investigation

On November 5, 2021, the Astroworld music festival was held in Houston, Texas.

5 unchanged sentences

Confidential settlements were reached with the families of three of the deceased plaintiffs in August through December 2022.

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.

We 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.

8 unchanged sentences

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 effectiveness of our strategies related to these proceedings.

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 of proceedings.

NOTE 7—EQUITY

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the three months ended March 31, 2023:

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2023:

Cash Flow Hedge Foreign Currency Items Total

4 unchanged sentences

Amount reclassified from AOCI ( 7,804 ) — ( 7,804 )

Net other comprehensive income ( 7,497 ) 80,148 72,651

Balance at March 31, 2023 $ 33,786 $ ( 51,211 ) $ ( 17,425 )

Net other comprehensive income (loss) ( 95 ) 149,424 149,329

Balance at June 30, 2023 $ 41,188 $ 18,065 $ 59,253

Earnings Per Share

1 unchanged sentence

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.

For the three months ended March 31, 2023 and 2022, there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net loss per common share.

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

The following table sets forth the computation of weighted average common shares outstanding:

Three Months Ended

June 30, Six Months Ended

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

2023 2022 2023 2022

Options to purchase shares of common stock 3,750 3,750 3,750 3,750

3 unchanged sentences

NOTE 8—SEGMENTS AND REVENUE RECOGNITION

For the three months ended March 31, 2023 and 2022, our reportable segments are Concerts, Ticketing and Sponsorship & Advertising.

For the six months ended June 30, 2023 and 2022, 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) .

4 unchanged sentences

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 months ended March 31, 2023 and 2022:

The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2023 and 2022:

Concerts Ticketing Sponsorship

1 unchanged sentence

(in thousands)

Three Months Ended March 31, 2023

Three Months Ended June 30, 2023

Revenue $ 4,633,291 $ 709,342 $ 302,859 $ ( 14,769 ) $ — $ 5,630,723

2 unchanged sentences

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

Three Months Ended March 31, 2022

Three Months Ended June 30, 2022

Revenue $ 3,597,761 $ 575,305 $ 263,786 $ ( 2,678 ) $ — $ 4,434,174

2 unchanged sentences

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

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

Three Months Ended March 31,

Six Months Ended June 30, 2023

Revenue $ 6,914,503 $ 1,387,083 $ 472,977 $ ( 16,450 ) $ — $ 8,758,113

% of Consolidated Revenue 78.9 % 15.8 % 5.4 % (0.1) %

Intersegment revenue $ 4,198 $ 3,180 $ — $ ( 7,378 ) $ — $ —

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

Six Months Ended June 30, 2022

Revenue $ 4,805,586 $ 1,055,704 $ 379,475 $ ( 3,783 ) $ — $ 6,236,982

% of Consolidated Revenue 77.0 % 16.9 % 6.1 % — %

Intersegment revenue $ 2,227 $ 2,912 $ — $ ( 5,139 ) $ — $ —

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

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

Three Months Ended June 30, Six Months Ended June 30,

2023 2022 2023 2022

(in thousands)

3 unchanged sentences

Depreciation and amortization 136,514 115,927 251,699 216,396

Loss on disposal of operating assets 504 1,665

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

1 unchanged sentence

Contract Advances

At March 31, 2023 and December 31, 2022, we had ticketing contract advances of $ 87.8 million and $ 106.5 million, respectively, recorded in prepaid expenses and $ 106.2 million and $ 105.0 million, respectively, recorded in long-term advances on the consolidated balance sheets.

We amortized $ 20.4 million and $ 18.5 million for the three months ended March 31, 2023 and 2022, respectively, related to non-recoupable ticketing contract advances.

At June 30, 2023 and December 31, 2022, we had ticketing contract advances of $ 97.5 million and $ 106.5 million, respectively, recorded in prepaid expenses and $ 128.1 million and $ 105.0 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 March 31, 2023, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.5 billion of revenue related to future benefits to be provided by us.

At June 30, 2023, 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 %, 30 %, 22 % and 27 % of this revenue in the remainder of 2023, 2024, 2025 and thereafter, respectively.

3 unchanged sentences

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 months ended March 31, 2023 and 2022:

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 and 2022:

Three Months Ended

June 30, Six Months Ended

2023 2022 2023 2022

(in thousands)

4 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements