Live Nation Entertainment, Inc. 10-Q

Item 1. Financial Statements LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) June 30, 2024 December 31, 2023 (in thousands) ASSETS Current assets Cash and cash equivalents $ 6,398,722 $ 6,231,866 Accounts receivable, less allowance of $ 81,039 and $ 82,350 , respectively 2,464,042 2,069,054 Prepaid expenses 1,671,514 1,147,581 Restricted cash 10,818 7,090 Other current assets 139,037 122,163 Total current assets 10,684,133 9,577,754 Property, plant and equipment, net 2,235,526 2,101,463 Operating lease assets 1,587,875 1,606,389 Intangible assets Definite-lived intangible assets, net 1,094,666 1,161,621 Indefinite-lived intangible assets, net 380,847 377,349 Goodwill 2,664,149 2,691,466 Long-term advances 646,603 623,154 Other long-term assets 1,160,185 934,849 Total assets $ 20,453,984 $ 19,074,045 LIABILITIES AND EQUITY Current liabilities Accounts payable, client accounts $ 1,856,443 $ 1,866,864 Accounts payable 250,917 267,493 Accrued expenses 3,358,819 3,006,281 Deferred revenue 4,798,752 3,398,028 Current portion of long-term debt, net 1,137,272 1,134,386 Current portion of operating lease liabilities 171,907 158,421 Other current liabilities 53,039 128,430 Total current liabilities 11,627,149 9,959,903 Long-term debt, net 5,080,802 5,459,026 Long-term operating lease liabilities 1,641,325 1,686,091 Other long-term liabilities 546,636 488,159 Commitments and contingent liabilities (see Note 6) Redeemable noncontrolling interests 1,007,099 893,709 Stockholders' equity Common stock 2,307 2,298 Additional paid-in capital 2,240,759 2,367,918 Accumulated deficit ( 2,156,712 ) ( 2,407,949 ) Cost of shares held in treasury ( 6,865 ) ( 6,865 ) Accumulated other comprehensive income (loss) ( 122,756 ) 27,450 Total Live Nation stockholders' equity ( 43,267 ) ( 17,148 ) Noncontrolling interests 594,240 604,305 Total equity 550,973 587,157 Total liabilities and equity $ 20,453,984 $ 19,074,045 See Notes to Consolidated Financial Statements 2 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands except share and per share data) Revenue $ 6,023,416 $ 5,630,723 $ 9,822,945 $ 8,758,113 Operating expenses: Direct operating expenses 4,408,209 4,164,778 7,054,666 6,280,367 Selling, general and administrative expenses 926,222 868,595 1,907,781 1,558,916 Depreciation and amortization 137,729 136,514 270,323 251,699 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 465,819 386,371 429,312 529,147 Interest expense 79,970 81,995 160,661 171,210 Loss on extinguishment of debt — — — 18,366 Interest income ( 44,425 ) ( 56,452 ) ( 87,682 ) ( 96,765 ) Equity in earnings of nonconsolidated affiliates ( 5,376 ) ( 5,558 ) ( 5,460 ) ( 9,665 ) Other expense (income), net ( 20,742 ) ( 6,599 ) ( 97,796 ) 4,984 Income before income taxes 456,392 372,985 459,589 441,017 Income tax expense 80,164 41,648 115,578 65,488 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 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 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 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 3 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) 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 217,654 408,015 193,805 524,858 Comprehensive income attributable to noncontrolling interests 78,258 37,655 92,774 85,016 Comprehensive income attributable to common stockholders of Live Nation $ 139,396 $ 370,360 $ 101,031 $ 439,842 See Notes to Consolidated Financial Statements 4 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Live Nation Stockholders’ Equity Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests (in thousands, except share data) (in thousands) Balances at March 31, 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 5 Table of Contents Live Nation Stockholders’ Equity Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests (in thousands, except share data) (in thousands) Balances at December 31, 2023 229,785,241 $ 2,298 $ 2,367,918 $ ( 2,407,949 ) $ ( 6,865 ) $ 27,450 $ 604,305 $ 587,157 $ 893,709 Non-cash and stock-based compensation — — 63,140 — — — — 63,140 — Common stock issued under stock plans, net of shares withheld for employee taxes 499,337 5 ( 38,556 ) — — — — ( 38,551 ) — Exercise of stock options 427,365 4 12,815 — — — — 12,819 — Acquisitions — — — — — — 37,378 37,378 35,772 Purchases of noncontrolling interests — — ( 29,329 ) — — — ( 15,264 ) ( 44,593 ) ( 11,013 ) Redeemable noncontrolling interests fair value adjustments — — ( 135,229 ) — — — — ( 135,229 ) 135,817 Contributions received — — — — — — — — 28 Cash distributions — — — — — ( 104,227 ) ( 104,227 ) ( 67,681 ) Other — — — — — — 762 762 ( 1,021 ) Comprehensive income (loss): Net income — — — 251,237 — — 71,286 322,523 21,488 Unrealized gain on cash flow hedge — — — — — 11,382 — 11,382 — Realized gain on cash flow hedge — — — — — ( 9,492 ) — ( 9,492 ) — Foreign currency translation adjustments — — — — — ( 152,096 ) — ( 152,096 ) — 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 6 Table of Contents Live Nation Stockholders’ Equity Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income (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 7 Table of Contents Live Nation Stockholders’ Equity Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests (in thousands, except share data) (in thousands) Balances at December 31, 2022 228,498,102 $ 2,285 $ 2,698,316 $ ( 2,971,229 ) $ ( 6,865 ) $ ( 90,076 ) $ 461,366 $ 93,797 $ 669,766 Non-cash and stock-based compensation — — 55,334 — — — — 55,334 — Common stock issued under stock plans, net of shares withheld for employee taxes 217,501 2 ( 8,466 ) — — — — ( 8,464 ) — Exercise of stock options 211,841 2 4,997 — — — — 4,999 — Repurchase of 2.5% convertible senior notes due 2023 156,750 2 ( 27,327 ) — — — — ( 27,325 ) — Capped call transactions for 3.125% convertible senior notes due 2029 — — ( 75,500 ) — — — — ( 75,500 ) — Acquisitions — — — — — — 67,243 67,243 26,296 Purchases of noncontrolling interests — — ( 97,648 ) — — — ( 27,090 ) ( 124,738 ) 659 Redeemable noncontrolling interests fair value adjustments — — ( 111,046 ) — — — — ( 111,046 ) 111,046 Contributions received — — — — — — 14,631 14,631 85 Cash distributions — — — — — ( 74,693 ) ( 74,693 ) ( 62,916 ) Other — — — — — — 54,320 54,320 ( 13,404 ) Comprehensive income (loss): Net income — — — 290,513 — — 63,029 353,542 21,987 Unrealized gain on cash flow hedge — — — — — 7,709 — 7,709 — Realized gain on cash flow hedge — — — — — ( 7,804 ) — ( 7,804 ) Foreign currency translation adjustments — — — — — 149,424 — 149,424 — 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 8 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 2024 2023 (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 344,011 $ 375,529 Reconciling items: Depreciation 146,168 127,670 Amortization 124,155 124,029 Amortization of non-recoupable ticketing contract advances 45,241 41,597 Deferred income tax expense (benefit) ( 6,078 ) 5,430 Amortization of debt issuance costs and discounts 7,881 8,949 Loss on extinguishment of debt — 18,366 Stock-based compensation expense 59,738 55,333 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 Other, net ( 11,972 ) ( 512 ) Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Increase in accounts receivable ( 436,458 ) ( 395,516 ) Increase in prepaid expenses and other assets ( 646,147 ) ( 836,672 ) Increase in accounts payable, accrued expenses and other liabilities 391,059 298,718 Increase in deferred revenue 1,516,217 1,801,097 Net cash provided by operating activities 1,400,954 1,646,849 CASH FLOWS FROM INVESTING ACTIVITIES Advances of notes receivable ( 75,973 ) ( 118,973 ) Collections of notes receivable 21,290 8,286 Investments made in nonconsolidated affiliates ( 30,593 ) ( 26,336 ) Purchases of property, plant and equipment ( 333,689 ) ( 202,531 ) Cash acquired from (paid for) acquisitions, net of cash paid (acquired) ( 17,579 ) 69,359 Purchases of intangible assets ( 5,390 ) ( 35,088 ) Other, net 7,529 6,077 Net cash used in investing activities ( 434,405 ) ( 299,206 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from long-term debt, net of debt issuance costs 886 986,766 Payments on long-term debt ( 377,132 ) ( 614,030 ) Contributions from noncontrolling interests 28 14,716 Distributions to noncontrolling interests ( 171,908 ) ( 137,609 ) Purchases of noncontrolling interests, net ( 47,980 ) ( 88,239 ) Payments for capped call transactions — ( 75,500 ) Proceeds from exercise of stock options 12,819 4,999 Taxes paid for net share settlement of equity awards ( 38,551 ) ( 8,464 ) Payments for deferred and contingent consideration ( 20,390 ) ( 9,440 ) Other, net ( 748 ) 315 Net cash provided by (used in) financing activities ( 642,976 ) 73,514 Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 152,989 ) 103,111 Net increase in cash, cash equivalents, and restricted cash 170,584 1,524,268 Cash, cash equivalents and restricted cash at beginning of period 6,238,956 5,612,374 Cash, cash equivalents and restricted cash at end of period $ 6,409,540 $ 7,136,642 See Notes to Consolidated Financial Statements 9 Table of Contents LIVE NATION ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION Preparation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Seasonality Our Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the second and third quarters as our outdoor venue concerts and festivals primarily occur from May through October in most major markets. Our Ticketing segment revenue is impacted by fluctuations in the availability and timing of events for sale to the public, which vary depending upon scheduling by our clients. Cash flows from our Concerts segment typically have a slightly different seasonality as partial payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale. These artist fees and production costs are expensed when the event occurs. Once tickets for an event go on sale, we generally begin to receive payments from ticket sales in advance of when the event occurs. In the United States, this cash is largely associated with events in our operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets. We record these ticket sales as revenue when the event occurs. Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year. We expect our seasonality trends to evolve as we continue to expand our global operations. Variable Interest Entities In the normal course of business, we enter into joint ventures or make investments in companies that will allow us to expand our core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity 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. The activities we believe most significantly impact the economic performance of our VIEs include the unilateral ability to approve the annual budget, to terminate key management and to approve entering into agreements with artists, among others. We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding. As of June 30, 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 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. These amounts due to our clients are included in accounts payable, client accounts. 10 Table of Contents Income Taxes Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction. 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 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 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. 11 Table of Contents NOTE 2—LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL Property, Plant and Equipment, Net Property, plant and equipment includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements along with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Property, plant and equipment, net, consisted of the following: June 30, 2024 December 31, 2023 (in thousands) Land, buildings and improvements $ 2,161,329 $ 2,043,595 Computer equipment and capitalized software 913,253 888,065 Furniture and other equipment 664,678 646,966 Construction in progress 373,500 317,028 Property, plant and equipment, gross 4,112,760 3,895,654 Less: accumulated depreciation 1,877,234 1,794,191 Property, plant and equipment, net $ 2,235,526 $ 2,101,463 Definite-lived Intangible Assets The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2024: Revenue- generating contracts Client / vendor relationships Venue management Trademarks and naming rights Technology and Other (1) Total (in thousands) Balance as of December 31, 2023: Gross carrying amount $ 925,257 $ 583,436 $ 226,788 $ 183,493 $ 20,220 $ 1,939,194 Accumulated amortization ( 336,625 ) ( 251,649 ) ( 79,218 ) ( 104,036 ) ( 6,045 ) ( 777,573 ) Net 588,632 331,787 147,570 79,457 14,175 1,161,621 Gross carrying amount: Acquisitions and additions—current year 68,024 27,318 1,256 — 264 96,862 Acquisitions and additions—prior year 826 4,066 3 ( 2 ) — 4,893 Foreign exchange ( 41,116 ) ( 14,820 ) ( 2,936 ) ( 6,126 ) ( 104 ) ( 65,102 ) Other (2) ( 4,959 ) ( 10,132 ) ( 11,973 ) ( 383 ) ( 147 ) ( 27,594 ) Net change 22,775 6,432 ( 13,650 ) ( 6,511 ) 13 9,059 Accumulated amortization: Amortization ( 55,242 ) ( 41,580 ) ( 13,775 ) ( 9,282 ) ( 3,860 ) ( 123,739 ) Foreign exchange 11,990 5,273 941 2,101 7 20,312 Other (2) 4,694 10,132 11,973 324 290 27,413 Net change ( 38,558 ) ( 26,175 ) ( 861 ) ( 6,857 ) ( 3,563 ) ( 76,014 ) Balance as of June 30, 2024: Gross carrying amount 948,032 589,868 213,138 176,982 20,233 1,948,253 Accumulated amortization ( 375,183 ) ( 277,824 ) ( 80,079 ) ( 110,893 ) ( 9,608 ) ( 853,587 ) Net $ 572,849 $ 312,044 $ 133,059 $ 66,089 $ 10,625 $ 1,094,666 (1) Other primarily includes intangible assets for non-compete agreements. (2) Other primarily includes netdowns of fully amortized or impaired assets. 12 Table of Contents 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: Weighted- Average Life (years) Revenue-generating contracts 9 Client/vendor relationships 5 Venue management 3 Technology 3 All categories 8 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. Goodwill 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 & Advertising Total (in thousands) Balance as of December 31, 2023: Goodwill $ 1,439,579 $ 1,012,530 $ 674,720 $ 3,126,829 Accumulated impairment losses ( 435,363 ) — — ( 435,363 ) Net 1,004,216 1,012,530 674,720 2,691,466 Acquisitions—current year 18,732 — — 18,732 Acquisitions—prior year 4,201 — — 4,201 Foreign exchange ( 11,556 ) ( 20,445 ) ( 18,249 ) ( 50,250 ) Balance as of June 30, 2024: Goodwill 1,450,956 992,085 656,471 3,099,512 Accumulated impairment losses ( 435,363 ) — — ( 435,363 ) Net $ 1,015,593 $ 992,085 $ 656,471 $ 2,664,149 We are in various stages of finalizing our acquisition accounting for recent acquisitions, which may include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and our allocation between segments. Investments in Nonconsolidated Affiliates At June 30, 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. 13 Table of Contents NOTE 3—LEASES The significant components of operating lease expense are as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (in thousands) Operating lease expense $ 66,772 $ 76,999 $ 132,508 $ 142,328 Variable and short-term lease expense 48,717 40,963 73,912 72,305 Sublease income ( 1,704 ) ( 2,424 ) ( 3,113 ) ( 4,612 ) Net lease expense $ 113,785 $ 115,538 $ 203,307 $ 210,021 Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables. Contingent rent obligations, including those related to subsequent changes in the prevailing index or market rate after lease inception, are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved. Supplemental cash flow information for our operating leases is as follows: Six Months Ended June 30, 2024 2023 (in thousands) Cash paid for amounts included in the measurement of lease liabilities $ 149,049 $ 137,924 Lease assets obtained in exchange for lease obligations, net of terminations $ 54,947 $ 87,505 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: June 30, 2024 December 31, 2023 (in thousands) Senior Secured Credit Facility: Term loan B $ 832,533 $ 836,903 Revolving credit facility — 370,000 6.5% Senior Secured Notes due 2027 1,200,000 1,200,000 3.75% Senior Secured Notes due 2028 500,000 500,000 4.875% Senior Notes due 2024 575,000 575,000 5.625% Senior Notes due 2026 300,000 300,000 4.75% Senior Notes due 2027 950,000 950,000 2.0% Convertible Senior Notes due 2025 400,000 400,000 3.125% Convertible Senior Notes due 2029 1,000,000 1,000,000 Other debt 503,293 511,210 Total principal amount 6,260,826 6,643,113 Less: unamortized discounts and debt issuance costs ( 42,752 ) ( 49,701 ) Total debt, net of unamortized discounts and debt issuance costs 6,218,074 6,593,412 Less: current portion 1,137,272 1,134,386 Total long-term debt, net $ 5,080,802 $ 5,459,026 14 Table of Contents Future maturities of long-term debt at June 30, 2024 are as follows: (in thousands) Remainder of 2024 $ 1,124,827 2025 26,146 2026 1,398,114 2027 2,153,784 2028 1,515,675 Thereafter 42,280 Total $ 6,260,826 All long-term debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5 – Fair Value Measurements for discussion of the fair value measurement of our long-term debt. Other Debt 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. 15 Table of Contents NOTE 5— FAIR VALUE MEASUREMENTS Recurring The following table shows the fair value of our significant financial assets that are required to be measured at fair value on a recurring basis, which are classified on the consolidated balance sheets as cash and cash equivalents. Estimated Fair Value June 30, 2024 December 31, 2023 Level 1 Level 2 Total Level 1 Level 2 Total (in thousands) Assets: Cash equivalents $ 963,670 $ — $ 963,670 $ 580,126 $ — $ 580,126 Interest rate swaps $ — $ 42,983 $ 42,983 $ — $ 39,232 $ 39,232 Cash equivalents consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. The fair value for our interest rate swaps are based upon inputs corroborated by observable market data with similar tenors. Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. Our debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs as defined in the FASB guidance. The following table presents the estimated fair values of our senior secured notes, senior notes and convertible senior notes: Estimated Fair Value at June 30, 2024 December 31, 2023 Level 2 (in thousands) 6.5% Senior Secured Notes due 2027 $ 1,211,256 $ 1,222,608 3.75% Senior Secured Notes due 2028 $ 466,535 $ 469,515 4.875% Senior Notes due 2024 $ 573,223 $ 570,412 5.625% Senior Notes due 2026 $ 296,802 $ 297,606 4.75% Senior Notes due 2027 $ 911,155 $ 913,653 2.0% Convertible Senior Notes due 2025 $ 413,808 $ 423,668 3.125% Convertible Senior Notes due 2029 $ 1,113,350 $ 1,136,160 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 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 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. To calculate the gain, we remeasured the investment to fair value of $ 35.9 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 six months ended June 30, 2023, there were no significant non-recurring fair value measurements. 16 Table of Contents NOTE 6— COMMITMENTS AND CONTINGENT LIABILITIES Litigation Consumer Class 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 On November 5, 2021, the Astroworld music festival was held in Houston, Texas. During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries. Following these events, 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. 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 From time to time, we are involved in other legal proceedings arising in the ordinary course of our business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause us to incur significant expenses. We have also been the subject of personal injury and wrongful death claims relating to accidents at our venues in connection with our operations. As required, we have accrued our estimate of the probable settlement or other losses for the resolution of any outstanding claims. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, including, in some cases, estimated redemption rates for the settlement offered, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. 17 Table of Contents NOTE 7— EQUITY Accumulated Other Comprehensive Income (Loss) 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 (in thousands) Balance at December 31, 2023 $ 29,350 $ ( 1,900 ) $ 27,450 Other comprehensive income (loss) before reclassifications 11,382 ( 152,096 ) ( 140,714 ) Amount reclassified from AOCI ( 9,492 ) — ( 9,492 ) 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 (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 June 30, 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 June 30, 2024 2023 2024 2023 Options to purchase shares of common stock 3,750 3,750 3,750 3,750 Restricted stock and deferred stock—unvested 2,464,785 2,739,954 2,743,310 2,736,173 Conversion shares related to the convertible senior notes — — 13,004,660 13,004,660 Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 2,468,535 2,743,704 15,751,720 15,744,583 18 Table of Contents NOTE 8— SEGMENTS AND REVENUE RECOGNITION 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 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. 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. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI. AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results. Revenue and expenses earned and charged between segments are eliminated in consolidation. Our capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced by reimbursements received from outside parties such as landlords and noncontrolling interest partners or replacements funded by insurance proceeds. We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have not been presented. The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2024 and 2023: Concerts Ticketing Sponsorship & Advertising Other & Eliminations Corporate Consolidated (in thousands) Three Months Ended June 30, 2024 Revenue $ 4,987,039 $ 730,677 $ 312,234 $ ( 6,534 ) $ — $ 6,023,416 % of Consolidated Revenue 82.8 % 12.1 % 5.2 % (0.1) % Intersegment revenue $ 2,278 $ 4,124 $ 132 $ ( 6,534 ) $ — $ — AOI $ 270,694 $ 292,533 $ 222,622 $ ( 8,171 ) $ ( 61,447 ) $ 716,231 Three Months Ended June 30, 2023 Revenue $ 4,633,291 $ 709,342 $ 302,859 $ ( 14,769 ) $ — $ 5,630,723 % of Consolidated Revenue 82.3 % 12.6 % 5.4 % (0.3) % Intersegment revenue $ 3,300 $ 2,397 $ — $ ( 5,697 ) $ — $ — AOI $ 168,058 $ 292,685 $ 203,139 $ ( 18,142 ) $ ( 56,043 ) $ 589,697 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 19 Table of Contents 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) AOI $ 716,231 $ 589,697 $ 1,083,621 $ 909,407 Acquisition expenses ( 30,035 ) 24,829 522 38,140 Amortization of non-recoupable ticketing contract advances 21,161 21,234 45,241 41,597 Depreciation and amortization 137,729 136,514 270,323 251,699 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 $ 465,819 $ 386,371 $ 429,312 $ 529,147 Contract Advances 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 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. Deferred Revenue The majority of our deferred revenue is typically classified as current and is shown as a separate line item on the consolidated balance sheets. Deferred revenue that is not expected to be recognized within the next twelve months is classified as long-term and reflected in other long-term liabilities on the consolidated balance sheets. 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 June 30, 2024 2023 2024 2023 (in thousands) Concerts $ 1,195,678 $ 1,133,662 $ 1,852,828 $ 1,815,042 Ticketing 60,513 61,641 115,323 96,241 Sponsorship & Advertising 40,188 57,247 86,674 107,927 $ 1,296,379 $ 1,252,550 $ 2,054,825 $ 2,019,210 20 Table of Contents