What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-07-30 compared with 2024-05-02 · 160 added, 117 removed, 399 unchanged (41% of the section changed)

41 unchanged sentences

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

Accumulated other comprehensive income 35,818 27,450

Accumulated other comprehensive income (loss) ( 122,756 ) 27,450

Total Live Nation stockholders' equity ( 43,267 ) ( 17,148 )

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(in thousands except share and per share data)

4 unchanged sentences

Depreciation and amortization 137,729 136,514 270,323 251,699

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

Gain on disposal of operating assets ( 779 ) ( 7,013 ) ( 1,430 ) ( 6,509 )

Corporate expenses 86,216 81,478 162,293 144,493

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

Operating income 465,819 386,371 429,312 529,147

Interest expense 79,970 81,995 160,661 171,210

5 unchanged sentences

Income tax expense 80,164 41,648 115,578 65,488

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

Net income 376,228 331,337 344,011 375,529

Net income attributable to noncontrolling interests 78,258 37,655 92,774 85,016

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 )

Net income attributable to common stockholders of Live Nation $ 297,970 $ 293,682 $ 251,237 $ 290,513

Basic net income per common share available to common stockholders of Live Nation $ 1.05 $ 1.04 $ 0.52 $ 0.78

Diluted net income per common share available to common stockholders of Live Nation $ 1.03 $ 1.02 $ 0.51 $ 0.78

Weighted average common shares outstanding:

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 )

Basic 229,921,527 228,536,179 229,696,356 228,350,537

Diluted 245,002,995 243,660,186 232,024,314 230,490,937

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

Net income attributable to common stockholders of Live Nation $ 297,970 $ 293,682 $ 251,237 $ 290,513

Accretion of redeemable noncontrolling interests ( 57,325 ) ( 56,621 ) ( 132,435 ) ( 111,554 )

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

Net income available to common stockholders of Live Nation—basic

$ 240,645 $ 237,061 $ 118,802 $ 178,959

Convertible debt interest, net of tax 10,790 10,804 — —

Net income available to common stockholders of Live Nation—diluted

$ 251,435 $ 247,865 $ 118,802 $ 178,959

See Notes to Consolidated Financial Statements

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(in thousands)

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

Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on cash flow hedge 8,369 ( 3,949 )

Net income $ 376,228 $ 331,337 $ 344,011 $ 375,529

Other comprehensive income, net of tax:

Unrealized gain on cash flow hedge 3,013 11,658 11,382 7,709

Realized gain on cash flow hedge ( 4,762 ) ( 4,256 ) ( 9,492 ) ( 7,804 )

Foreign currency translation adjustments ( 156,825 ) 69,276 ( 152,096 ) 149,424

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

Comprehensive income 217,654 408,015 193,805 524,858

Comprehensive income attributable to noncontrolling interests

78,258 37,655 92,774 85,016

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

Comprehensive income attributable to common stockholders of Live Nation

$ 139,396 $ 370,360 $ 101,031 $ 439,842

3 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 Income 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, 2024 230,197,707 $ 2,302 $ 2,308,595 $ ( 2,454,682 ) $ ( 6,865 ) $ 35,818 $ 584,019 $ 469,187 $ 983,550

Non-cash and stock-based compensation — — 26,475 — — — — 26,475 —

Common stock issued under stock plans, net of shares withheld for employee taxes 151,235 2 ( 13,070 ) — — — — ( 13,068 ) —

Exercise of stock options 363,001 3 11,029 — — — — 11,032 —

Acquisitions — — — — — — 20,691 20,691 5,091

Purchases of noncontrolling interests — — ( 31,589 ) — — — ( 15,255 ) ( 46,844 ) 1,203

Redeemable noncontrolling interests fair value adjustments — — ( 60,681 ) — — — — ( 60,681 ) 60,851

Cash distributions — — — — — — ( 55,395 ) ( 55,395 ) ( 60,351 )

Other — — — — — — ( 1,344 ) ( 1,344 ) 21

Comprehensive income (loss):

Net income — — — 297,970 — — 61,524 359,494 16,734

Unrealized gain on cash flow hedge — — — — — 3,013 — 3,013 —

Realized gain on cash flow hedge — — — — — ( 4,762 ) — ( 4,762 ) —

Foreign currency translation adjustments — — — — — ( 156,825 ) — ( 156,825 ) —

Balance at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,156,712 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 550,973 $ 1,007,099

See Notes to Consolidated Financial Statements

Live Nation Stockholders’ Equity

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

Balances at December 31, 2023 229,785,241 $ 2,298 $ 2,367,918 $ ( 2,407,949 ) $ ( 6,865 ) $ 27,450 $ 604,305 $ 587,157 $ 893,709

9 unchanged sentences

Comprehensive income (loss):

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

Net income — — — 251,237 — — 71,286 322,523 21,488

Unrealized gain on cash flow hedge — — — — — 11,382 — 11,382 —

1 unchanged sentence

Foreign currency translation adjustments — — — — — ( 152,096 ) — ( 152,096 ) —

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

Balance at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,156,712 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 550,973 $ 1,007,099

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 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

(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 —

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

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

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

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

Net income $ 344,011 $ 375,529

Reconciling items:

2 unchanged sentences

Amortization of non-recoupable ticketing contract advances 45,241 41,597

Deferred income tax benefit ( 5,729 ) ( 2,550 )

Deferred income tax expense (benefit) ( 6,078 ) 5,430

Amortization of debt issuance costs and discounts 7,881 8,949

2 unchanged sentences

Unrealized changes in fair value of contingent consideration ( 28,573 ) 20,100

Gain on mark-to-market of investments in nonconsolidated affiliates ( 100,153 ) ( 26,408 )

Equity in losses of nonconsolidated affiliates, net of distributions 5,671 9,019

Provision for uncollectible accounts receivable ( 9,806 ) 20,120

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

Other, net ( 11,972 ) ( 512 )

2 unchanged sentences

Increase in prepaid expenses and other assets ( 646,147 ) ( 836,672 )

Decrease in accounts payable, accrued expenses and other liabilities ( 185,039 ) ( 460,749 )

Increase in accounts payable, accrued expenses and other liabilities 391,059 298,718

Increase in deferred revenue 1,516,217 1,801,097

5 unchanged sentences

Purchases of property, plant and equipment ( 333,689 ) ( 202,531 )

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

Cash acquired from (paid for) acquisitions, net of cash paid (acquired) ( 17,579 ) 69,359

Purchases of intangible assets ( 5,390 ) ( 35,088 )

46 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, 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.

As of June 30, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 842 million and $ 940 million of assets and $ 560 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 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.

Included in the June 30, 2024 and December 31, 2023 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.

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, 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.

As of June 30, 2024, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions, including the United States, due to cumulative pre-tax losses.

As a result of the valuation allowances, no tax benefits have been recognized for any losses incurred in those tax jurisdictions for the first six months of 2024.

Accounting Pronouncements

9 unchanged sentences

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in thousands)

7 unchanged sentences

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, 2024:

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, 2024:

contracts Client /

relationships Venue management and leaseholds Trademarks

relationships Venue management Trademarks

rights Technology and Other (1)

19 unchanged sentences

Net change ( 38,558 ) ( 26,175 ) ( 861 ) ( 6,857 ) ( 3,563 ) ( 76,014 )

Balance as of March 31, 2024:

Balance as of June 30, 2024:

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 acquisition of a festival promotion business in the United States.

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

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

Revenue-generating contracts 9

Client/vendor relationships 5

Venue management 3

All categories 8

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.

Amortization of definite-lived intangible assets for the three months ended June 30, 2024 and 2023 was $ 61.7 million and $ 55.2 million, respectively, and for the six months ended June 30, 2024 and 2023 was $ 123.7 million and $ 112.7 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:

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, 2024:

Concerts Ticketing Sponsorship

7 unchanged sentences

Acquisitions—prior year 4,201 — — 4,201

Dispositions 88 — — 88

Foreign exchange ( 11,556 ) ( 20,445 ) ( 18,249 ) ( 50,250 )

Balance as of March 31, 2024:

Balance as of June 30, 2024:

Goodwill 1,450,956 992,085 656,471 3,099,512

3 unchanged sentences

Investments in Nonconsolidated Affiliates

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

At June 30, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $ 548.4 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

June 30, Six Months Ended

2024 2023 2024 2023

(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 $ 54,947 $ 87,505

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.

As of June 30, 2024, we have additional operating leases that have not yet commenced, with total lease payments of $ 137.1 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2024 to June 2030 with lease terms ranging from 2 to 28 years.

NOTE 4—LONG-TERM DEBT

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

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in thousands)

9 unchanged sentences

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

Other long-term debt 505,980 511,210

Other debt 503,293 511,210

Total principal amount 6,260,826 6,643,113

unamortized discounts and debt issuance costs ( 42,752 ) ( 49,701 )

Total long-term debt, net of unamortized discounts and debt issuance costs 6,219,473 6,593,412

Total debt, net of unamortized discounts and debt issuance costs 6,218,074 6,593,412

current portion 1,137,272 1,134,386

Total long-term debt, net $ 5,080,802 $ 5,459,026

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

Future maturities of long-term debt at June 30, 2024 are as follows:

(in thousands)

7 unchanged sentences

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

Other Long-term Debt

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

As of June 30, 2024, other debt includes $ 275.0 million for a note due in 2026 related to an acquisition of a venue management business in the United States during the first quarter of 2023 and $ 123.3 million for a Euro-denominated note due in 2024 related to a venue management business located in Europe.

NOTE 5— FAIR VALUE MEASUREMENTS

1 unchanged sentence

Estimated Fair Value

March 31, 2024

June 30, 2024

December 31, 2023

10 unchanged sentences

Estimated Fair Value at

March 31, 2024 December 31, 2023

June 30, 2024 December 31, 2023

(in thousands)

8 unchanged sentences

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.

For the six months ended June 30, 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.

For the six months ended June 30, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $ 24.4 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.

2 unchanged sentences

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.

For the six months ended June 30, 2023, there were no significant non-recurring fair value measurements.

NOTE 6— COMMITMENTS AND CONTINGENT LIABILITIES

Consumer Class Actions

The following putative class action lawsuits were filed against Live Nation and/or Ticketmaster in Canada:

Thompson-Marcial and Smith v.

Ticketmaster Canada Holdings ULC (Ontario Superior Court of Justice, filed September 2018);

Live Nation Entertainment, Inc., et al.

(Superior Court of Quebec, District of Montreal, filed September 2018);

Crystal Watch v.

Live Nation Entertainment, Inc., et al.

(Court of Queen’s Bench for Saskatchewan, by amendments filed September 2018);

Live Nation Entertainment, Inc., et al.

(Supreme Court of British Columbia, Vancouver Registry, filed October 2018).

Similar putative class actions were filed in the United States during the same time period, but as of November 2020, each of the lawsuits filed in the United States has been dismissed with prejudice.

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

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

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

The Watch complaint also makes claims related to Ticketmaster’s fee display practices on the primary market.

The complaints seek a variety of remedies, including unspecified compensatory damages, punitive damages, restitution, injunctive relief and attorneys’ fees and costs.

In April 2021, the court in the Gomel lawsuit declined to certify all claims other than those pled under British Columbia’s Business Practices and Consumer Protection Act and claims for punitive damages.

The court did certify a class of British Columbia residents who purchased tickets to an event in Canada on any secondary market exchange from June 2015 through April 2021 that were initially purchased on Ticketmaster.ca.

In May 2021, Ticketmaster and Live Nation filed a notice of appeal of the class certification ruling, and the plaintiff filed a cross-appeal shortly thereafter.

The appeals were heard in early February 2023.

In July 2023, the Court of Appeal for British Columbia issued its ruling, finding that the trial court erred by certifying common issues related to damages in the absence of any evidence supporting a plausible methodology to determine damages on a class-wide basis and remitted the matter back to the motion judge to reconsider his ruling.

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

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

The Court declined to hear the appeal.

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

Based on information presently known to management, we do not believe that a loss is probable of occurring at this time, and we believe that the potential liability, if any, will not have a material adverse effect on our financial position, cash flows or results of operations.

Further, we do not currently believe that the claims asserted in these lawsuits have merit, and considerable uncertainty exists regarding any monetary damages that will be asserted against us.

We continue to vigorously defend these actions.

The putative class action lawsuits filed against Live Nation and Ticketmaster in Canada in 2018 making certain allegations regarding Ticketmaster conduct that allegedly encourages the resale of tickets on secondary ticket exchanges have progressed materially.

We no longer believe these matters pose a risk of material loss to our financial position, cash flows, or results of operations.

Astroworld Litigation

4 unchanged sentences

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.

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.

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.

During the three and six months ended June 30, 2024, all remaining wrongful death lawsuits were settled, and we began settlement discussions in earnest with certain remaining parties with injury claims.

As a result, we have recognized $ 94 million and $ 280 million for the three and six months ended June 30, 2024, respectively, within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries.

The amounts recorded as of June 30, 2024 represent our best estimate of the ultimate loss associated with all remaining lawsuits and claims.

Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, is 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.

Department of Justice Complaint

In May 2024, the United States Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation Entertainment, Inc.

and Ticketmaster in the United States District Court for the Southern District of New York alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action.

The Complaint requests various forms of relief for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, and other forms of relief.

Certain states also seek unspecified damages for their citizens.

The Company believes it has substantial defenses to the lawsuit and will vigorously defend itself.

Other Litigation

6 unchanged sentences

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, 2024:

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2024:

Cash Flow Hedge Foreign Currency Items Total

1 unchanged sentence

Balance at December 31, 2023 $ 29,350 $ ( 1,900 ) $ 27,450

Other comprehensive income before reclassifications

Other comprehensive income (loss) before reclassifications

11,382 ( 152,096 ) ( 140,714 )

Amount reclassified from AOCI ( 9,492 ) — ( 9,492 )

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

Balance at March 31, 2024 $ 32,989 $ 2,829 $ 35,818

Net other comprehensive income (loss) 1,890 ( 152,096 ) ( 150,206 )

Balance at June 30, 2024 $ 31,240 $ ( 153,996 ) $ ( 122,756 )

Earnings Per Share

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.

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

June 30, Six Months Ended

2024 2023 2024 2023

Weighted average common shares—basic 229,921,527 228,536,179 229,696,356 228,350,537

Effect of dilutive securities:

Stock options and restricted stock 2,076,808 2,119,347 2,327,958 2,140,400

Convertible senior notes 13,004,660 13,004,660 — —

Weighted average common shares—diluted 245,002,995 243,660,186 232,024,314 230,490,937

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

2024 2023 2024 2023

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

4 unchanged sentences

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.

We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, 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.

Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

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, 2024 and 2023:

The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2024 and 2023:

Concerts Ticketing Sponsorship

1 unchanged sentence

(in thousands)

Three Months Ended March 31, 2024

Three Months Ended June 30, 2024

Revenue $ 4,987,039 $ 730,677 $ 312,234 $ ( 6,534 ) $ — $ 6,023,416

2 unchanged sentences

AOI $ 270,694 $ 292,533 $ 222,622 $ ( 8,171 ) $ ( 61,447 ) $ 716,231

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

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,

Six Months Ended June 30, 2024

Revenue $ 7,866,414 $ 1,453,855 $ 523,511 $ ( 20,835 ) $ — $ 9,822,945

% of Consolidated Revenue 80.1 % 14.8 % 5.3 % (0.2) %

Intersegment revenue $ 12,403 $ 8,257 $ 175 $ ( 20,835 ) $ — $ —

AOI $ 273,766 $ 576,648 $ 352,597 $ ( 15,380 ) $ ( 104,010 ) $ 1,083,621

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

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

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

2024 2023 2024 2023

(in thousands)

3 unchanged sentences

Depreciation and amortization 137,729 136,514 270,323 251,699

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

Gain on sale of operating assets ( 779 ) ( 7,013 ) ( 1,430 ) ( 6,509 )

Astroworld estimated loss contingencies 94,000 — 279,915 —

Stock-based compensation expense 28,336 27,762 59,738 55,333

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

Operating income $ 465,819 $ 386,371 $ 429,312 $ 529,147

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.

At June 30, 2024 and December 31, 2023, we had ticketing contract advances of $ 122.0 million and $ 143.9 million, respectively, recorded in prepaid expenses and $ 122.0 million and $ 135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

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

At June 30, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.7 billion of revenue related to future benefits to be provided by us.

We expect to recognize, based on current projections, approximately 24 %, 30 %, 23 % and 23 % of this revenue in the remainder of 2024, 2025, 2026 and thereafter, respectively.

2 unchanged sentences

Deferred revenue that is not expected to be recognized within the next twelve months is classified as long-term and reflected in other long-term liabilities on the consolidated balance sheets.

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

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

Three Months Ended

June 30, Six Months Ended

2024 2023 2024 2023

(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