What changed in this filing

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Item 1. Financial Statements

2024-05-02 compared with 2023-11-02 · 111 added, 218 removed, 405 unchanged (45% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

September 30,

2024 December 31,

30 unchanged sentences

Other long-term liabilities 524,454 488,159

Commitments and contingent liabilities

Commitments and contingent liabilities (see Note 6)

Redeemable noncontrolling interests 983,550 893,709

4 unchanged sentences

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

Accumulated other comprehensive income (loss) 12,242 ( 90,076 )

Accumulated other comprehensive income 35,818 27,450

Total Live Nation stockholders' equity ( 114,832 ) ( 17,148 )

6 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(in thousands except share and per share data)

4 unchanged sentences

Depreciation and amortization 132,594 115,185

Gain on disposal of operating assets ( 1,583 ) ( 35,285 ) ( 8,092 ) ( 32,555 )

Loss (gain) on disposal of operating assets ( 651 ) 504

Corporate expenses 76,077 63,015

Operating income 618,532 506,249 1,147,679 852,008

Operating income (loss) ( 36,507 ) 142,776

Interest expense 80,691 89,215

1 unchanged sentence

Interest income ( 43,257 ) ( 40,313 )

Equity in losses (earnings) of nonconsolidated affiliates ( 5,382 ) 14,283 ( 15,047 ) 8,040

Other expense, net 19,251 7,960 24,235 22,398

Equity in earnings of nonconsolidated affiliates ( 84 ) ( 4,107 )

Other expense (income), net ( 77,054 ) 11,583

Income before income taxes 3,197 68,032

Income tax expense 35,414 23,840

Net income 540,681 397,403 916,210 576,824

Net income (loss) ( 32,217 ) 44,192

Net income attributable to noncontrolling interests 14,516 47,361

Net income attributable to common stockholders of Live Nation $ 483,495 $ 361,402 $ 774,008 $ 499,020

Basic net income per common share available to common stockholders of Live Nation $ 1.85 $ 1.47 $ 2.63 $ 1.79

Diluted net income per common share available to common stockholders of Live Nation $ 1.78 $ 1.39 $ 2.59 $ 1.73

Net loss attributable to common stockholders of Live Nation $ ( 46,733 ) $ ( 3,169 )

Basic and diluted net loss per common share available to common stockholders of Live Nation $ ( 0.53 ) $ ( 0.25 )

Weighted average common shares outstanding:

Basic 228,787,263 225,761,777 228,497,712 224,123,130

Diluted 244,163,678 243,686,803 235,146,395 239,617,920

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

Net income attributable to common stockholders of Live Nation $ 483,495 $ 361,402 $ 774,008 $ 499,020

Basic and diluted 229,471,184 228,162,831

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

Net loss attributable to common stockholders of Live Nation $ ( 46,733 ) $ ( 3,169 )

Accretion of redeemable noncontrolling interests ( 75,109 ) ( 54,933 )

Net income available to common stockholders of Live Nation—basic

$ 422,613 $ 331,487 $ 601,572 $ 401,297

Convertible debt interest, net of tax 10,877 6,365 7,835 12,124

Net income available to common stockholders of Live Nation—diluted

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

$ ( 121,842 ) $ ( 58,102 )

3 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(in thousands)

Net income $ 540,681 $ 397,403 $ 916,210 $ 576,824

Other comprehensive income, net of tax:

Unrealized gain on cash flow hedge 6,293 18,522 14,002 50,178

Realized loss (gain) on cash flow hedge ( 4,632 ) ( 515 ) ( 12,436 ) 2,634

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 493,670 373,091 1,018,528 570,905

Comprehensive income (loss) ( 23,849 ) 116,843

Comprehensive income attributable to noncontrolling interests

14,516 47,361

Comprehensive income attributable to common stockholders of Live Nation

Comprehensive income (loss) attributable to common stockholders of Live Nation

$ ( 38,365 ) $ 69,482

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

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

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 —

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Comprehensive income (loss):

Net income — — — 483,495 — — 45,578 529,073 11,608

Net income (loss) — — — ( 46,733 ) — — 9,762 ( 36,971 ) 4,754

Unrealized gain on cash flow hedge — — — — — 8,369 — 8,369 —

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Foreign currency translation adjustments — — — — — 4,729 — 4,729 —

Balances at September 30, 2023 229,257,382 $ 2,293 $ 2,411,302 $ ( 2,197,221 ) $ ( 6,865 ) $ 12,242 $ 643,218 $ 864,969 $ 835,768

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

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

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)

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Comprehensive income (loss):

Net income — — — 774,008 — — 108,607 882,615 33,595

Unrealized gain on cash flow hedge — — — — — 14,002 — 14,002 —

Realized gain on cash flow hedge — — — — — ( 12,436 ) — ( 12,436 ) —

Foreign currency translation adjustments — — — — — 100,752 — 100,752 —

Balance at September 30, 2023 229,257,382 $ 2,293 $ 2,411,302 $ ( 2,197,221 ) $ ( 6,865 ) $ 12,242 $ 643,218 $ 864,969 $ 835,768

See Notes to Consolidated Financial Statements

Live Nation Stockholders’ Equity

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

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

Non-cash and stock-based compensation — — 23,929 — — — — 23,929 —

Common stock issued under stock plans, net of shares withheld for employee taxes 519,012 5 ( 5,227 ) — — — — ( 5,222 ) —

Exercise of stock options 1,037,290 10 9,637 — — — — 9,647 —

Acquisitions — — — — — — — — 9,729

Purchases of noncontrolling interests — — ( 2,405 ) — — — 19 ( 2,386 ) —

Redeemable noncontrolling interests fair value adjustments — — ( 29,840 ) — — — — ( 29,840 ) 30,140

Contributions received — — — — — — 1,317 1,317 —

Cash distributions — — — — — — ( 14,712 ) ( 14,712 ) ( 1,026 )

Other — — 2,405 — — — 775 3,180 ( 181 )

Comprehensive income (loss):

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

Unrealized gain on cash flow hedge — — — — — 18,522 — 18,522 —

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

Realized gain on cash flow hedge — — — — — ( 3,548 ) — ( 3,548 )

Foreign currency translation adjustments — — — — — 80,148 — 80,148 —

Balances at September 30, 2022 227,137,581 $ 2,271 $ 2,852,112 $ ( 2,768,195 ) $ ( 6,865 ) $ ( 153,883 ) $ 473,116 $ 398,556 $ 598,981

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

Cumulative effect of change in accounting principle — — ( 95,986 ) 60,522 — — — ( 35,464 ) —

Non-cash and stock-based compensation — — 198,740 — — — — 198,740 —

Common stock issued under stock plans, net of shares withheld for employee taxes 1,616,274 16 ( 46,969 ) — — — — ( 46,953 ) —

Exercise of stock options 3,556,573 35 35,663 — — — — 35,698 —

Acquisitions — — — — — — 5,181 5,181 18,406

Purchases of noncontrolling interests — — ( 38,492 ) — — — ( 7,653 ) ( 46,145 ) ( 1,457 )

Sales of noncontrolling interests — — — — — — ( 336 ) ( 336 ) —

Redeemable noncontrolling interests fair value adjustments — — ( 98,574 ) — — — — ( 98,574 ) 98,414

Contributions received — — — — — — 16,719 16,719 25

Cash distributions — — — — — — ( 64,682 ) ( 64,682 ) ( 17,170 )

Other — — 35 — — — 49,007 49,042 ( 48,128 )

Comprehensive income (loss):

Net income — — — 499,020 — — 80,683 579,703 ( 2,879 )

Unrealized gain on cash flow hedge — — — — — 50,178 — 50,178 —

Realized loss on cash flow hedge — — — — — 2,634 — 2,634

Foreign currency translation adjustments — — — — — ( 58,731 ) — ( 58,731 ) ( 151 )

Balances at September 30, 2022 227,137,581 $ 2,271 $ 2,852,112 $ ( 2,768,195 ) $ ( 6,865 ) $ ( 153,883 ) $ 473,116 $ 398,556 $ 598,981

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

See Notes to Consolidated Financial Statements

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income $ 916,210 $ 576,824

Net income (loss) $ ( 32,217 ) $ 44,192

Reconciling items:

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Provision for uncollectible accounts receivable 1,248 6,054

Gain on mark-to-market of equity investments ( 46,720 ) ( 6,757 )

Gain on mark-to-market of investments in nonconsolidated affiliates ( 89,840 ) ( 668 )

Other, net ( 10,386 ) 2,911

2 unchanged sentences

Increase in prepaid expenses and other assets ( 360,997 ) ( 369,494 )

Increase in accounts payable, accrued expenses and other liabilities 916,619 1,536,196

Decrease in deferred revenue ( 150,487 ) ( 435,701 )

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

4 unchanged sentences

Purchases of property, plant and equipment ( 134,053 ) ( 116,886 )

Cash acquired from (paid for) acquisitions, net of cash paid (acquired) 29,151 ( 38,770 )

Cash acquired from acquisitions, net of cash paid 10,010 96,382

Purchases of intangible assets ( 11,673 ) —

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Distributions to noncontrolling interests ( 56,162 ) ( 54,915 )

Purchases and sales of noncontrolling interests, net ( 89,819 ) ( 27,104 )

Purchases of noncontrolling interests, net ( 8,795 ) ( 21,606 )

Payments for capped call transactions — ( 75,500 )

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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 operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets.

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.

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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 equity holders, as a group, lack the characteristics of a controlling financial interest.

In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners.

In determining whether we are 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.

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

As of September 30, 2023 and December 31, 2022, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 920 million and $ 514 million of assets and $ 570 million and $ 427 million of liabilities, respectively, related to VIEs included in our balance sheets.

As of March 31, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 928 million and $ 940 million of assets and $ 590 million and $ 592 million of liabilities, respectively, related to VIEs included in our balance sheets.

None of our VIEs are significant on an individual basis.

Cash and Cash Equivalents

Included in the September 30, 2023 and December 31, 2022 cash and cash equivalents balance is $ 1.3 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 March 31, 2024 and December 31, 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.

1 unchanged sentence

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

As of September 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 nine 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.

Accounting Pronouncements - Adopted

In October 2021, the FASB issued Accounting Standards Update (ASU) 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets 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.

As of 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 three months of 2024.

Accounting Pronouncements

In June 2022, the FASB issued Accounting Standards Update 2022-03, which clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities.

We adopted this guidance on January 1, 2024.

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

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.

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:

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in thousands)

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Definite-lived Intangible Assets

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

relationships Revenue-

contracts Venue management and leaseholds Trademarks

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, 2024:

contracts Client /

relationships Venue management and leaseholds Trademarks

rights Technology and Other (1)

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Net change ( 26,471 ) ( 18,593 ) ( 1,659 ) ( 4,194 ) ( 1,833 ) ( 52,750 )

Balance as of September 30, 2023:

Balance as of March 31, 2024:

Gross carrying amount

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

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

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisition of a festival promotion business in the United States.

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

Revenue-generating contracts 10

Client/vendor relationships 5

Venue management and leaseholds 13

Technology (1)

All categories 10

_____________________

(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 September 30, 2023 and 2022 was $ 63.4 million and $ 48.1 million, respectively, and for the nine months ended September 30, 2023 and 2022 was $ 176.1 million and $ 150.4 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 nine months ended September 30, 2023:

Amortization of definite-lived intangible assets for the three months ended March 31, 2024 and 2023 was $ 62.0 million and $ 57.5 million, respectively.

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

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, 2024:

Concerts Ticketing Sponsorship

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Foreign exchange ( 10,091 ) 3,082 3,829 ( 3,180 )

Balance as of September 30, 2023:

Balance as of March 31, 2024:

Goodwill 1,440,682 1,015,612 678,549 3,134,843

1 unchanged sentence

Net $ 1,005,319 $ 1,015,612 $ 678,549 $ 2,699,480

Included in the current year acquisitions amounts above is goodwill primarily associated with the acquisitions of certain venue and artist management businesses located in the United States and Europe as well as a promoter business in South America.

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 September 30, 2023 and December 31, 2022, we had investments in nonconsolidated affiliates of $ 427.9 million and $ 408.8 million, respectively, included in other long-term assets on our consolidated balance sheets.

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

NOTE 3—LEASES

1 unchanged sentence

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(in thousands)

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

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

1 unchanged sentence

Lease assets obtained in exchange for lease obligations, net of terminations $ 10,950 $ 43,636

As of September 30, 2023, we have additional operating leases that have not yet commenced, with total lease payments of $ 122.9 million.

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

As of March 31, 2024, we have additional operating leases that have not yet commenced with total lease payments of $ 113.8 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2024 to June 2030 with lease terms ranging from 2 to 30 years.

NOTE 4—LONG-TERM DEBT

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

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in thousands)

Senior Secured Credit Facility:

Term loan A $ 367,500 $ 382,500

Term loan B 834,718 836,903

Revolving credit facility — 370,000

6.5% Senior Secured Notes due 2027 1,200,000 1,200,000

5 unchanged sentences

3.125% Convertible Senior Notes due 2029 1,000,000 1,000,000

3.125% Convertible Senior Notes due 2029 1,000,000 —

Other long-term debt 505,980 511,210

4 unchanged sentences

Total long-term debt, net $ 5,082,211 $ 5,459,026

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

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

(in thousands)

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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 September 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 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 September 30, 2023, the remaining period for the unamortized debt issuance costs balance of $ 14.0 million was approximately five 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 September 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 $ 75.5 million and was charged 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 September 30, 2023, other long-term debt includes $ 271.0 million for debt due in 2026 acquired as part of an acquisition of a venue management business in the United States during the first quarter of 2023.

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

NOTE 5—FAIR VALUE MEASUREMENTS

1 unchanged sentence

Estimated Fair Value

September 30, 2023

March 31, 2024

December 31, 2023

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Estimated Fair Value at

September 30, 2023 December 31, 2022

March 31, 2024 December 31, 2023

(in thousands)

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3.125% Convertible Senior Notes due 2029 $ 1,203,590 $ 1,136,160

3.125% Convertible Senior Notes due 2029 $ 1,039,520 $ —

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.

NOTE 6—COMMITMENTS AND CONTINGENT LIABILITIES

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The Canadian lawsuits make similar factual allegations that Live Nation and/or Ticketmaster engage in conduct that is intended to encourage the resale of tickets on secondary ticket exchanges at elevated prices.

Based on these allegations, each

plaintiff asserts violations of different provincial and federal laws.

Based on these allegations, each plaintiff asserts violations of different provincial and federal laws.

Each plaintiff also seeks to represent a class of individuals who purchased tickets on a secondary ticket exchange, as defined in each plaintiff’s complaint.

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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 of Appeal also allowed plaintiff’s cross-appeal in part, certified plaintiff’s proposed common issue regarding restoration, and remitted the plaintiff’s proposed common issues regarding his Competition Act and Unjust Enrichment claims to the motion judge for reconsideration.

In September 2023, Ticketmaster and Live Nation filed an application for leave to appeal the Court of Appeal decision to the Supreme Court of Canada.

The Court declined to hear the appeal.

The matter will now return to the trial court for reconsideration, where plaintiff must demonstrate a plausible methodology to determine damages on a class-wide basis and some basis in fact for the 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 of 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 court granted leave to appeal to both parties.

Ticketmaster and Live Nation filed a notice of appeal to the Court of Appeal of Saskatchewan in August 2023.

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

In December 2022, the parties filed cross-motions with the Court of Appeal for Saskatchewan, seeking leave to appeal the court’s ruling.

A hearing on the parties’ motions for leave to appeal took place in March 2023, and in July 2023, the Court of Appeal granted leave to appeal to both parties.

The appeals are fully briefed.

The class certification hearing in the Thompson-Marcial matter took place in March 2024.

In April 2024, the court certified common issues in relation to the claims for 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.

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During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries.

Following these events, approximately 450 civil lawsuits have been filed against Live Nation Entertainment, Inc.

Following these events, at least 450 civil lawsuits have been filed against Live Nation Entertainment, Inc.

and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages.

Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.

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

Discovery is underway in the remaining cases, and the first trial is scheduled to begin in May 2024.

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.

We will continue to investigate the factual and legal defenses, and evaluate these matters based on subsequent events, new information and future circumstances.

We currently expect that liability insurance can provide sufficient coverage, but 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.

During the three-month period ending, and subsequent to, March 31, 2024, we settled certain lawsuits and began settlement discussions in earnest with certain remaining parties.

As a result, we have recognized $ 186 million in the first quarter within selling, general and administrative expenses for the estimated probable losses in excess of our expected probable insurance recoveries.

Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses.

The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time.

Other Litigation

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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 of 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 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 nine months ended September 30, 2023:

The following table presents changes in the components of AOCI, net of taxes, for the three months ended March 31, 2024:

Cash Flow Hedge Foreign Currency Items Total

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Net other comprehensive income 3,639 4,729 8,368

Balance at September 30, 2023 $ 42,849 $ ( 30,607 ) $ 12,242

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 the computation of weighted average common shares outstanding:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Weighted average common shares—basic 228,787,263 225,761,777 228,497,712 224,123,130

Effect of dilutive securities:

Stock options and restricted stock 2,371,755 6,060,991 2,252,391 7,409,515

Convertible senior notes 13,004,660 11,864,035 4,396,292 8,085,275

Weighted average common shares—diluted 244,163,678 243,686,803 235,146,395 239,617,920

Basic net income per common share is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period.

The calculation of diluted net income 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, 2024 and 2023 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 per common share because such securities are anti-dilutive:

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

Options to purchase shares of common stock 2,301,848 3,237,229

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NOTE 8—SEGMENTS AND REVENUE RECOGNITION

For the nine months ended September 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) .

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 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 nine months ended September 30, 2023 and 2022:

The following table presents the results of operations for our reportable segments for the three months ended March 31, 2024 and 2023:

Concerts Ticketing Sponsorship

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(in thousands)

Three Months Ended September 30, 2023

Revenue $ 6,974,326 $ 832,584 $ 366,822 $ ( 21,713 ) $ — $ 8,152,019

% of Consolidated Revenue 85.6 % 10.2 % 4.5 % (0.3) %

Intersegment revenue $ 5,698 $ 9,501 $ — $ ( 15,199 ) $ — $ —

AOI $ 340,904 $ 316,448 $ 250,265 $ ( 6,818 ) $ ( 64,736 ) $ 836,063

Three Months Ended September 30, 2022

Revenue $ 5,292,594 $ 531,570 $ 343,029 $ ( 13,658 ) $ — $ 6,153,535

% of Consolidated Revenue 86.0 % 8.6 % 5.6 % (0.2) %

Intersegment revenue $ 4,408 $ 9,748 $ — $ ( 14,156 ) $ — $ —

AOI $ 280,809 $ 163,176 $ 226,234 $ ( 3,420 ) $ ( 46,081 ) $ 620,718

Nine Months Ended September 30, 2023

Three Months Ended March 31, 2024

Revenue $ 2,879,375 $ 723,178 $ 211,277 $ ( 14,301 ) $ — $ 3,799,529

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

Nine Months Ended September 30, 2022

Three Months Ended March 31, 2023

Revenue $ 2,281,212 $ 677,741 $ 170,118 $ ( 1,681 ) $ — $ 3,127,390

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

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

Three Months Ended September 30, Nine Months Ended September 30,

2023 2022 2023 2022

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

Three Months Ended March 31,

(in thousands)

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Depreciation and amortization 132,594 115,185

Gain on disposal of operating assets ( 1,583 ) ( 35,285 ) ( 8,092 ) ( 32,555 )

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 $ 618,532 $ 506,249 $ 1,147,679 $ 852,008

Operating income (loss) $ ( 36,507 ) $ 142,776

Contract Advances

At September 30, 2023 and December 31, 2022, we had ticketing contract advances of $ 152.1 million and $ 106.5 million, respectively, recorded in prepaid expenses and $ 126.4 million and $ 105.0 million, respectively, recorded in long-term advances on the consolidated balance sheets.

We amortized $ 16.9 million and $ 15.7 million for the three months ended September 30, 2023 and 2022, respectively, and $ 58.5 million and $ 56.1 million for the nine months ended September 30, 2023 and 2022, respectively, related to non-recoupable ticketing contract advances.

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

Sponsorship Agreements

At September 30, 2023, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.4 billion of revenue related to future benefits to be provided by us.

At March 31, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.6 billion of revenue related to future benefits to be provided by us.

We expect to recognize, based on current projections, approximately 32 %, 28 %, 21 % and 19 % of this revenue in the remainder of 2024, 2025, 2026 and thereafter, respectively.

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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 nine months ended September 30, 2023 and 2022:

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2023 2022 2023 2022

(in thousands)

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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