What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-21 compared with 2024-02-22 · 422 added, 323 removed, 1151 unchanged (39% of the section changed)

4 unchanged sentences

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc.

(the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and financial statement schedule listed in the index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S.

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(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Goodwill impairment assessment

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To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the significant assumptions described above and testing the completeness and accuracy of the underlying data the Company used in its analyses.

For example, we compared the projected margin used in the valuation to actual historical, current industry and economic trends and assessed the historical accuracy of management’s estimates.

For example, we compared the projected margins used in the valuation to actual historical, current industry and economic trends and assessed the historical accuracy of management’s estimates.

With the assistance of our internal valuation specialists, we also developed an independent range for the weighted average cost of capital and compared it to the weighted average cost of capital determined by management.

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2024 2023 2022

As Revised As Revised

(in thousands except share and per share data)

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Corporate expenses 367,629 330,817 237,834

Operating income (loss) 1,066,203 732,118 ( 417,858 )

Operating income 824,510 1,084,933 722,031

Interest expense 325,974 350,244 278,483

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Equity in losses (earnings) of nonconsolidated affiliates 16,675 5,455 ( 10,571 )

Loss (gain) from sale of investments in nonconsolidated affiliates 341 ( 448 ) ( 83,578 )

Other expense, net 34,933 36,827 3,692

Income (loss) before income taxes 894,544 505,447 ( 611,267 )

Other expense (income), net ( 103,874 ) 35,274 41,215

Income before income taxes 739,426 913,274 490,524

Income tax expense (benefit) ( 391,698 ) 209,476 115,941

Net income (loss) 734,317 409,193 ( 608,786 )

Net income 1,131,124 703,798 374,583

Net income attributable to noncontrolling interests 234,837 146,905 108,143

Net income (loss) attributable to common stockholders of Live Nation $ 563,280 $ 295,986 $ ( 650,904 )

Basic net income (loss) per common share available to common stockholders of Live Nation $ 1.38 $ 0.66 $ ( 3.09 )

Diluted net income (loss) per common share available to common stockholders of Live Nation

Net income attributable to common stockholders of Live Nation $ 896,287 $ 556,893 $ 266,440

Basic net income per common share available to common stockholders of Live Nation $ 2.77 $ 1.35 $ 0.53

Diluted net income per common share available to common stockholders of Live Nation

$ 2.74 $ 1.34 $ 0.52

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Diluted 236,352,449 230,977,326 231,556,866

Reconciliation to net income (loss) available to common stockholders of Live Nation:

Net income (loss) attributable to common stockholders of Live Nation $ 563,280 $ 295,986 $ ( 650,904 )

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

Net income attributable to common stockholders of Live Nation $ 896,287 $ 556,893 $ 266,440

Accretion of redeemable noncontrolling interests ( 258,076 ) ( 247,438 ) ( 146,770 )

Net income (loss) available to common stockholders of Live Nation—basic and diluted $ 315,842 $ 149,216 $ ( 670,675 )

Net income available to common stockholders of Live Nation—basic $ 638,211 $ 309,455 $ 119,670

Convertible debt interest, net of tax 9,187 — —

Net income available to common stockholders of Live Nation—diluted

$ 647,398 $ 309,455 $ 119,670

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year Ended December 31,

2024 2023 2022

As Revised As Revised

(in thousands)

Net income (loss) $ 734,317 $ 409,193 $ ( 608,786 )

Other comprehensive income (loss), net of tax:

Net income $ 1,131,124 $ 703,798 $ 374,583

Other comprehensive income, net of tax:

Unrealized gain on cash flow hedge 10,529 5,225 49,529

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Foreign currency translation adjustments ( 354,730 ) 129,459 12,883

Comprehensive income (loss) 851,843 467,081 ( 579,741 )

Comprehensive income 768,562 821,324 437,307

Comprehensive income attributable to noncontrolling interests

234,837 146,905 108,143

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

Comprehensive income attributable to common stockholders of Live Nation

$ 533,725 $ 674,419 $ 329,164

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

Balances at December 31, 2020 214,466,988 $ 2,145 $ 2,386,790 $ ( 2,676,833 ) $ ( 6,865 ) $ ( 177,009 ) $ 338,020 $ ( 133,752 ) $ 272,449

Revised Balances at December 31, 2021 221,964,734 $ 2,220 $ 2,897,695 $ ( 3,326,961 ) $ ( 6,865 ) $ ( 152,800 ) $ 394,197 $ ( 192,514 ) $ 547,338

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

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Exercise of stock options 3,934,799 39 5,883 — — — — 5,922 —

Sale of common shares 5,239,259 53 449,577 — — — — 449,630 —

Acquisitions — — — — — — 6,846 6,846 30,532

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Comprehensive income (loss):

Net income (loss) — — — ( 650,904 ) — — 50,506 ( 600,398 ) ( 8,388 )

Net income — — — 266,440 — — 100,344 366,784 7,799

Unrealized gain on cash flow hedge — — — — — 49,529 — 49,529

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Foreign currency translation adjustments — — — — — 12,883 — 12,883 —

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 ) —

Revised Balances at December 31, 2022 228,498,102 2,285 2,698,316 ( 2,999,999 ) ( 6,865 ) ( 90,076 ) 461,366 65,027 660,119

Non-cash and stock-based compensation 58 — 110,021 — — — — 110,021 —

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Exercise of stock options 890,566 9 19,255 — — — — 19,264 —

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 — — — — — — 129,700 129,700 47,375

Purchases of noncontrolling interests — — ( 100,940 ) — — — ( 35,549 ) ( 136,489 ) ( 11,402 )

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

Redeemable noncontrolling interests fair value adjustments — — ( 246,421 ) — — — — ( 246,421 ) 246,421

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Unrealized gain on cash flow hedge — — — — — 5,225 — 5,225 —

Realized loss on cash flow hedge — — — — — 312 — 312 —

Realized gain on cash flow hedge — — — — — ( 17,158 ) — ( 17,158 ) —

Foreign currency translation adjustments — — — — — 129,459 — 129,459 —

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

Revised Balances at December 31, 2023 229,785,241 2,298 2,367,918 ( 2,443,106 ) ( 6,865 ) 27,450 604,305 552,000 859,930

Non-cash and stock-based compensation — — 109,986 — — — — 109,986 —

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Repurchase of 2.0% convertible senior notes due 2025 — — ( 94,033 ) — — — — ( 94,033 ) —

Capped call transactions for 3.125% convertible senior notes due 2029 — — ( 75,500 ) — — — — ( 75,500 ) —

Acquisitions — — — — — — 56,295 56,295 45,357

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2024 2023 2022

As Revised As Revised

(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss) $ 734,317 $ 409,193 $ ( 608,786 )

Net income $ 1,131,124 $ 703,798 $ 374,583

Reconciling items:

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Amortization of non-recoupable ticketing contract advances 88,717 83,693 79,043

Deferred income tax expense (benefit) ( 44,018 ) 7,199 ( 9,639 )

Deferred income taxes ( 708,570 ) ( 44,018 ) 7,199

Amortization of debt issuance costs and discounts 17,794 16,884 16,448

3 unchanged sentences

Unrealized changes in fair value of contingent consideration ( 21,721 ) 40,151 56,704

Gain on mark-to-market of equity investments ( 47,878 ) ( 22,638 ) ( 15,447 )

Equity in losses earnings of nonconsolidated affiliates, net of distributions 30,522 14,912 11,189

Loss (gain) on sale of investments in nonconsolidated affiliates ( 979 ) 1,357 ( 83,578 )

Equity in losses of nonconsolidated affiliates, net of distributions 32,371 30,522 14,912

Gain on mark-to-market of investments in nonconsolidated affiliates ( 102,929 ) ( 47,878 ) ( 22,638 )

(Gain) loss on forward currency exchange contracts ( 15,393 ) 5,635 927

Other, net ( 11,159 ) ( 18,123 ) 3,785

Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:

Increase in accounts receivable ( 550,670 ) ( 463,977 ) ( 485,211 )

Decrease (increase) in prepaid expenses and other assets ( 202,834 ) ( 267,945 ) 95,533

Decrease (increase) in accounts receivable 181,430 ( 525,739 ) ( 444,503 )

Increase in prepaid expenses and other assets ( 22,192 ) ( 202,834 ) ( 267,945 )

Increase in accounts payable, accrued expenses and other liabilities 13,782 450,370 1,028,172

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Purchases of property, plant and equipment ( 646,634 ) ( 438,604 ) ( 347,206 )

Cash paid for acquisition of right-of-use assets ( 20,000 ) — —

Cash paid for acquisitions, net of cash acquired ( 98,307 ) ( 17,534 ) ( 257,191 )

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Distributions to noncontrolling interests ( 245,580 ) ( 239,619 ) ( 100,660 )

Purchases and sales of noncontrolling interests, net ( 113,768 ) ( 48,306 ) ( 9,638 )

Proceeds from sale of common stock, net of issuance costs — — 449,630

Purchases of noncontrolling interests, net ( 69,935 ) ( 113,768 ) ( 48,306 )

Payments for capped call transactions — ( 75,500 ) —

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Other, net ( 715 ) ( 402 ) ( 484 )

Net cash provided by (used in) financing activities ( 87,281 ) ( 143,340 ) 1,171,332

Net cash used in financing activities ( 658,550 ) ( 87,281 ) ( 143,340 )

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 345,191 ) 38,874 ( 174,614 )

Net increase in cash, cash equivalents and restricted cash 626,582 724,582 2,341,353

Net (decrease) increase in cash, cash equivalents and restricted cash ( 132,847 ) 618,762 732,402

Cash, cash equivalents and restricted cash at beginning of period 6,238,956 5,620,194 4,887,792

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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 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.

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 owned or operated venues, notably amphitheaters, festivals, theaters and clubs.

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 promoters’ share of tickets in allocation markets.

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These acquisitions and the related results of operations were not significant on either an individual basis or in the aggregate for the years ended December 31, 2024, 2023 and 2022.

Further information regarding our acquisitions for the year ended December 31, 2021 can be found in Note 2 – Acquisitions.

We account for our business combinations under the acquisition method of accounting.

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If any reporting units are concluded to be more likely than not impaired, or if that conclusion cannot be determined qualitatively, a second step is performed for that reporting unit utilizing a quantitative approach.

For the year ended December 31, 2023, as part of our annual test for impairment, one of our reporting units, which accounted for approximately 12 % of our goodwill at December 31, 2023, was assessed under the quantitative analysis primarily using a discounted cash flows methodology, with a lesser weighting attributed to the market multiple approach.

The discounted cash flows methodology estimates fair value by discounting the reporting unit’s estimated future cash flows using a weighted-average cost of capital that reflects current market conditions and the risk profile of the reporting unit.

For the year ended December 31, 2024, as part of a refresh of the fair values of reporting units, as of July 1, 2024, three of our reporting units were assessed under quantitative analysis to support future qualitative evaluation.

As of October 1, as required by our policy to perform goodwill tests annually as of October 1, 2024 these three reporting units were also assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

As of October 1, 2024, the remaining three reporting units with goodwill were assessed under quantitative analysis to support future qualitative evaluation.

All of our reporting units assessed under the quantitative analysis primarily used a discounted cash flows methodology, with a lesser weighting attributed to the market multiple approach.

The discounted cash flows methodology estimates fair value by discounting the reporting unit’s estimated future cash flows using a weighted-average cost of capital that reflects current market

conditions and the risk profile of the reporting unit.

Under the market multiple approach, the estimated fair value of the reporting unit was estimated by applying market multiples derived from stock prices of companies that are engaged in the same or similar lines of business as the reporting unit and that are actively traded on a free and open market.

The derived multiples are then applied to the reporting unit’s financial metrics.

The remaining reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

For the years ended December 31, 2022 and 2021, as part of our annual test for impairment, all of our reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

For the year ended December 31, 2022, as part of our annual test for impairment, all of our reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

No impairment charges were recorded for the years ended December 31, 2024, 2023 and 2022.

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We account for income taxes using the liability method which results in deferred tax assets and liabilities based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled.

Deferred tax assets are reduced by valuation allowances if we believe it is more likely than not that some portion of or the entire asset will not be realized.

We assess the realizability of our deferred tax assets, considering all relevant factors, at each reporting period.

As almost all earnings from our continuing foreign operations are permanently reinvested and not distributed, our income tax provision does not include additional United States state and foreign withholding or transaction taxes on those foreign earnings that would be incurred if they were distributed.

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We have established a policy of including interest related to tax loss contingencies in income tax expense (benefit) in the statements of operations.

The Tax Cuts and Jobs Act (“TCJA”) enacted in December 2017 subjects a United States corporation to tax on its Global Intangible Low-Taxed Income (“GILTI”).

We have established a policy of treating the taxes due on future GILTI inclusions in United States taxable income as a current-period expense when incurred.

In August 2022, the Inflation Reduction Act (IRA) was enacted in the United States, which includes health care, clean energy, and income tax provisions.

The income tax provisions amend the Internal Revenue Code to include amongst other things a corporate alternative minimum tax starting in the 2023 tax year.

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

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.

We treat the taxes due on future Global Intangible Low-Taxed Income (“GILTI”) inclusions in United States taxable income as a current-period expense when incurred.

Revenue Recognition

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Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally.

For the year ended December 31, 2023, 2022 and 2021, we recorded net foreign currency transaction los ses of $ 74.5 million , $ 55.8 million and $ 20.6 million, respectively.

For the year ended December 31, 2024, we recorded net foreign currency transaction gains of $ 14.7 million.

For the years ended December 31, 2023 and December 31, 2022 , we recorded net foreign currency transaction los ses of $ 74.5 million and $ 55.8 million, respectively.

Advertising Expense

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Advertising expenses of $ 750.9 million, $ 706.2 million and $ 588.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, were recorded as a component of direct operating expenses.

Advertising expenses of $ 47.7 million, $ 32.0 million and $ 18.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, were recorded as a component of

selling, general and administrative expenses.

Advertising expenses of $ 54.6 million, $ 47.7 million and $ 32.0 million for the years ended December 31, 2024, 2023 and 2022, respectively, were recorded as a component of selling, general and administrative expenses.

Direct Operating Expenses

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Selling, general and administrative expenses include salaries and other compensation costs related to full-time employees, fixed rent, travel and entertainment, legal expenses and consulting along with other costs.

Litigation Accruals

We are currently involved in certain legal proceedings and, as required, have accrued our estimate of the probable costs for the resolution of these claims.

Management’s estimates used have been developed in consultation with counsel and are based upon an analysis of potential results, 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.

Non-cash and Stock-based Compensation

15 unchanged sentences

Actual results could differ from those estimates.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current year presentation.

Such reclassifications did not have any effect on our financial condition or results of operations as previously reported.

Accounting Pronouncements Adopted

In August 2020, the FASB issued accounting standards update 2020-06 (“ASU 2020-06”) that simplifies the accounting for convertible instruments and its application of the derivatives scope exception for contracts in an entity’s own equity.

The new guidance reduces the number of accounting models that require separating embedded conversion features from convertible instruments.

As a result, only conversion features accounted for under the substantial premium model and those that require bifurcation will be accounted for separately.

For contracts in an entity’s own equity, the new guidance eliminates some of the current requirements for equity classification.

The guidance also addresses how convertible instruments are accounted for in the diluted earnings per share calculation and requires enhanced disclosures about the terms of convertible instruments and contracts in an entity’s own equity.

We adopted this guidance on January 1, 2022, using the modified retrospective method and recorded a cumulative-effect adjustment of $ 60.5 million as a reduction to accumulated deficit in the consolidated balance sheets.

The impact of adoption also resulted in a reduction of additional paid-in capital of $ 96.0 million and increases in current portion of long-term debt, net and long-term debt, net of $ 14.7 million and $ 20.8 million, respectively, as a result of reversal of the separation of the convertible debt between debt and equity.

The adoption did not have a material effect on our consolidated statements of operations or consolidated statements of cash flows.

In October 2021, the FASB issued accounting standards update 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 606, Revenue from Contracts with Customers.

Accounting Standards Updates (ASU)

In June 2022, the FASB issued ASU 2022-03, “ Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions ,” 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.

NOTE 2— ACQUISITIONS

During 2023, we completed various acquisitions for total cash paid, net of cash acquired, of $ 17.5 million.

All acquisitions were not material on an individual basis or in aggregate for the year ended December 31, 2023.

During 2022, we completed various acquisitions for total consideration, net of cash acquired, of $ 315.0 million.

For certain acquisitions totaling $ 249.9 million, the fair value of the assets acquired represented substantially all the consideration transferred, and as such we accounted for the acquisitions as asset acquisitions.

All acquisitions were not material on an individual basis or in aggregate for the year ended December 31, 2022.

During 2021, we completed the acquisition of an aggregate 51 % interest in OCESA.

This acquisition was accounted for as a business combination under the acquisition method of accounting.

With the exception of OCESA, all other acquisitions were not material on an individual basis or in the aggregate for the years ended December 31, 2021.

OCESA Acquisition

Description of Transaction

On December 6, 2021, we completed our acquisition of an aggregate 51 % of the capital stock of OCESA (the “Acquisition”) for $ 431.9 million, subject to certain adjustments.

OCESA is one of the most prominent live event businesses globally with a robust business portfolio in ticketing, sponsorship, concession, merchandise, and venue operations across Mexico and Latin America.

We completed our purchase price accounting during the three-month period ending December 31, 2022.

Recording of Assets Acquired and Liabilities Assumed

The following table summarizes the final acquisition-date fair value of the identifiable assets acquired, liabilities assumed and noncontrolling interests including goodwill:

Initial Allocation (1)

Adjustments (2)

Final Allocation

In November 2023, the FASB issued ASU 2023-07, “ Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures ,” which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) 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.

We adopted this guidance as of January 1, 2024 for the year ended December 31, 2024 and retrospectively for the years ended December 31, 2023 and 2022, respectively.

The Company’s Chief Executive Officer is the CODM and evaluates the operating performance of the Company’s operating segments based on AOI.

The CODM uses segment AOI for evaluating performance of each segment and for making decisions on allocating capital and other resources to each segment.

We have not identified any segments expenses that are considered significant and segment expenses are not regularly provided to the CODM.

Other segments items are direct operating expenses and selling, general and administrative expenses (excluding acquisition expenses, amortization of non-recoupable ticketing contract advance, Astroworld estimated loss contingencies and stock-based compensation expense) which is the difference between each operating segment’s revenue and AOI as shown in Note 12 – Segments and Revenue Recognition.

The adoption did not have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740):

Improvements to Income Tax Disclosures ,” which prescribes standardized categories and disaggregation of information in the reconciliation of provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements.

This guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted.

ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.

The Company is currently evaluating the impact of adopting this guidance.

In November 2024, the FASB issued ASU 2024-03, “ Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ,” which requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item.

The guidance also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses.

This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted.

The guidance is to be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this guidance.

NOTE 2— CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS

As previously disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, in calculating our income taxes for the three and nine months ended September 30, 2024, we identified errors in our previously issued financial statements for the years ended December 31, 2023 and December 31, 2022 related to the measurement of income tax expense for certain foreign subsidiaries statutory earnings.

These errors were non-cash items that had no impact to our cash paid for income taxes.

We assessed the materiality of these errors, using both quantitative and qualitative factors, in accordance with the SEC Staff Accounting Bulletin (“SAB”) No.

99 “Materiality” and SAB 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” codified in ASC 250 “Accounting Changes and Error Corrections” and concluded these errors (including when aggregated with other errors discussed below) were immaterial to all of the previously issued consolidated financial statements but, if corrected in the current year, would be material to the current year.

Under ASC 250, such prior‑year misstatements which, if corrected in the current year would be material to the current year, must be corrected by adjusting the prior‑year financial statements.

Correcting prior‑year financial statements for such immaterial errors does not require previously filed reports to be amended.

In addition to the errors related to the income tax provision as noted above, we recorded other errors to correct prior periods as presented below.

These errors were not previously recorded, as we concluded that they were immaterial individually and in aggregate to our previously issued consolidated financial statements.

The effects of the error corrections on our unaudited consolidated statements of operations and comprehensive income (loss) for the three months ended March 31, 2024, June 30, 2023 and March 31, 2023, as well as for the six months ended June 30, 2024 and June 30, 2023 are presented in the tables below.

There were no errors in our previously issued statements of cash flows that impacted net operating, investing and financing activities for the three months ended June 30, 2024 and March 31, 2024.

We have disclosed the effects of the error corrections on our previously issued financial statements for the three and nine months ended September 30, 2023 as well as our consolidated balance sheet as of December 31, 2023 in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024.

Furthermore, the effects of the error corrections on our consolidated statements of operations, comprehensive income (loss), and cash flows for the years ended December 31, 2023 and December 31, 2022 are also presented in the tables below.

The consolidated statements of stockholders’ equity for the years ended December 31, 2023 and December 31, 2022 have also been revised to reflect the impacts to net earnings and redeemable noncontrolling interests.

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended March 31, 2024 and for the six months ended June 30, 2024.

There was no revision for the three months ended June 30, 2024.

Three Months Ended March 31, 2024 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

As Reported Adjustments As Revised As Reported As Revised

(unaudited, in thousands except per share data)

Direct operating expenses $ 2,646,457 $ 4,883 $ 2,651,340 $ 4,408,209 $ 7,059,549

Operating income (loss) ( 36,507 ) ( 4,883 ) ( 41,390 ) 465,819 424,429

Income (loss) before income taxes 3,197 ( 4,883 ) ( 1,686 ) 456,392 454,706

Income tax expense 35,414 5,605 41,019 80,164 121,183

Net income (loss) ( 32,217 ) ( 10,488 ) ( 42,705 ) 376,228 333,523

Net income attributable to noncontrolling interests 14,516 ( 2,746 ) 11,770 78,258 90,028

Net income (loss) attributable to common stockholders of Live Nation ( 46,733 ) ( 7,742 ) ( 54,475 ) 297,970 243,495

Basic net income (loss) per common share available to common stockholders of Live Nation ( 0.53 ) ( 0.03 ) ( 0.56 ) 1.05 0.48

Diluted net income (loss) per common share available to common stockholders of Live Nation ( 0.53 ) ( 0.03 ) ( 0.56 ) 1.03 0.48

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income (loss) for the three months ended March 31, 2024 and for the six months ended June 30, 2024.

There was no revision for the three months ended June 30, 2024.

Three Months Ended March 31, 2024 Three Months Ended June 30, 2024 Six Months Ended June 30, 2024

As Reported Adjustments As Revised As Reported As Revised

(unaudited, in thousands)

Net income (loss) $ ( 32,217 ) $ ( 10,488 ) $ ( 42,705 ) $ 376,228 $ 333,523

Comprehensive income (loss) ( 23,849 ) ( 10,488 ) ( 34,337 ) 217,654 183,317

Comprehensive income attributable to noncontrolling interests 14,516 ( 2,746 ) 11,770 78,258 90,028

Comprehensive income (loss) attributable to common stockholders of Live Nation ( 38,365 ) ( 7,742 ) ( 46,107 ) 139,396 93,289

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended March 31, 2023, June 30, 2023 and for the six months ended June 30, 2023:

Three Months Ended March 31, 2023 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

As Reported Adjustments As Revised As Reported Adjustments As Revised As Revised

(unaudited, in thousands except per share data)

Revenue $ 3,127,390 $ ( 2,831 ) $ 3,124,559 $ 5,630,723 $ ( 2,209 ) $ 5,628,514 $ 8,753,073

Direct operating expenses 2,115,589 8,793 2,124,382 4,164,778 2,563 4,167,341 6,291,723

Operating income 142,776 ( 11,624 ) 131,152 386,371 ( 4,772 ) 381,599 512,751

Income before income taxes 68,032 ( 11,624 ) 56,408 372,985 ( 4,772 ) 368,213 424,621

Income tax expense 23,840 — 23,840 41,648 11,313 52,961 76,801

Net income 44,192 ( 11,624 ) 32,568 331,337 ( 16,085 ) 315,252 347,820

Net income attributable to noncontrolling interests 47,361 ( 13,120 ) 34,241 37,655 7,577 45,232 79,473

Net income (loss) attributable to common stockholders of Live Nation ( 3,169 ) 1,496 ( 1,673 ) 293,682 ( 23,662 ) 270,020 268,347

Basic net income (loss) per common share available to common stockholders of Live Nation ( 0.25 ) — ( 0.25 ) 1.04 ( 0.11 ) 0.93 0.69

Diluted net income (loss) per common share available to common stockholders of Live Nation ( 0.25 ) — ( 0.25 ) 1.02 ( 0.10 ) 0.92 0.68

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income for the three months ended March 31, 2023, June 30, 2023 and for the six months ended June 30, 2023:

Three Months Ended March 31, 2023 Three Months Ended June 30, 2023 Six Months Ended June 30, 2023

As Reported Adjustments As Revised As Reported Adjustments As Revised As Revised

(unaudited, in thousands)

Net income $ 44,192 $ ( 11,624 ) $ 32,568 $ 331,337 $ ( 16,085 ) $ 315,252 $ 347,820

Comprehensive income 116,843 ( 11,624 ) 105,219 408,015 ( 16,085 ) 391,930 497,149

Comprehensive income attributable to noncontrolling interests 47,361 ( 13,120 ) 34,241 37,655 7,577 45,232 79,473

Comprehensive income attributable to common stockholders of Live Nation 69,482 1,496 70,978 370,360 ( 23,662 ) 346,698 417,676

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the year ended December 31, 2023:

Year Ended December 31, 2023

As Reported Adjustments As Revised

(in thousands except per share data)

Revenue $ 22,749,073 $ ( 22,756 ) $ 22,726,317

Direct operating expenses 17,292,016 ( 41,486 ) 17,250,530

Operating income 1,066,203 18,730 1,084,933

Income before income taxes 894,544 18,730 913,274

Income tax expense 160,227 49,249 209,476

Net income 734,317 ( 30,519 ) 703,798

Net income attributable to noncontrolling interests 171,037 ( 24,132 ) 146,905

Net income attributable to common stockholders of Live Nation 563,280 ( 6,387 ) 556,893

Basic net income per common share available to common stockholders of Live Nation 1.38 ( 0.03 ) 1.35

Diluted net income per common share available to common stockholders of Live Nation 1.37 ( 0.03 ) 1.34

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income for the year ended December 31, 2023:

Year ended December 31, 2023

As Reported Adjustments As Revised

(in thousands)

Fair value of consideration transferred $ 431,943 $ — $ 431,943

Adjustments for working capital — 2,269 2,269

Fair value of redeemable noncontrolling interests 280,000 — 280,000

Fair value of noncontrolling interests 7,000 ( 3,000 ) 4,000

Fair value of pre-existing investment in nonconsolidated affiliates 50,000 16,660 66,660

recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents 113,014 ( 7,896 ) 105,118

Accounts receivable 89,844 ( 18,497 ) 71,347

Prepaid expenses 33,070 ( 7,178 ) 25,892

Other current assets 658 7,168 7,826

Property, plant and equipment 25,318 ( 97 ) 25,221

Operating lease assets 67,142 51 67,193

Intangible assets 340,000 134,000 474,000

Investments in nonconsolidated affiliates 30,000 — 30,000

Other long-term assets 36,525 — 36,525

Accounts payable, client accounts ( 13,344 ) 13,019 ( 325 )

Accounts payable ( 12,584 ) 18 ( 12,566 )

Accrued expenses ( 69,583 ) 8,514 ( 61,069 )

Deferred revenue ( 144,557 ) 8,401 ( 136,156 )

Current portion of operating lease liabilities ( 9,209 ) ( 1 ) ( 9,210 )

Long-term operating lease liabilities ( 57,984 ) — ( 57,984 )

Long-term deferred income taxes ( 102,279 ) ( 40,200 ) ( 142,479 )

Other long-term liabilities — ( 10,334 ) ( 10,334 )

Goodwill $ 442,912 $ ( 71,039 ) $ 371,873

_____________________

(1) As reported in our 2021 Annual Report on Form 10-K.

(2) The adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed.

The fair value adjustments made to the initial allocation did not result in significant changes to the amortization expense recorded for the years ended December 31, 2022 and 2021.

Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.

The goodwill arising from the Acquisition consists largely of new opportunities expected from combining the operations of Live Nation and OCESA.

The anticipated synergies primarily relate to increased effectiveness of promotion, venue and festivals as well as ticketing and sponsorship opportunities.

Of the total amount of goodwill recognized in connection with the Acquisition, none will be deductible for tax purposes.

Goodwill of $ 195.5 million and $ 176.4 million has been allocated to the Ticketing and Sponsorship & Advertising segments, respectively, as a result of the Acquisition.

Below is a summary of the methodologies and significant assumptions used in estimating the fair value of intangible assets and noncontrolling interests.

Intangible assets — the fair value of the acquired intangible assets was evaluated using commonly used valuation techniques.

In estimating the fair value of the acquired intangible assets, we utilized the valuation methodology determined to be most appropriate for the individual intangible asset being valued.

The acquired definite-lived intangible assets include the following:

Fair Value Useful Lives (1)

(in thousands) (years)

Client/vendor relationships $ 90,000 10

Revenue-generating contracts 325,000 10

Venue management and leaseholds 14,000 10

Trademarks and naming rights 45,000 10

Total acquired intangible assets $ 474,000

_____________________

(1) Determination of the estimated useful lives of the individual categories of intangible assets was based on the nature of the applicable intangible asset and the expected future cash flows to be derived from the intangible asset.

Amortization of intangible assets with definite lives is recognized over the shorter of the respective lives of the agreement or the period of time the assets are expected to contribute to future cash flows.

Some of the more significant estimates and assumptions inherent in determining the fair value of the identifiable intangible assets are associated with forecasting cash flows and profitability.

The primary assumptions used were generally based upon the present value of anticipated cash flows discounted at rates ranging from 12 % to 13 %.

Estimated years of projected earnings generally follow the range of estimated remaining useful lives for each intangible asset class.

Noncontrolling interests — The fair value of the redeemable noncontrolling interests and noncontrolling interests of $ 280.0 million and $ 4.0 million, respectively, were estimated by applying the market approach.

The fair value estimates are based on fair value of consideration transferred, adjustment of 20 % to account for acquisition premium and adjustments of 10 % to 20 % to account for lack of marketability that market participants would consider when estimating the fair value of the individual noncontrolling interests.

We incurred a cumulative total of $ 13.6 million of acquisition transaction expenses relating to the Acquisition, of which $ 0.3 million, $ 1.0 million and $ 9.0 million are included in selling, general and administrative expenses within our consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021, respectively.

Net income $ 734,317 $ ( 30,519 ) $ 703,798

Comprehensive income 851,843 ( 30,519 ) 821,324

Comprehensive income attributable to noncontrolling interests 171,037 ( 24,132 ) 146,905

Comprehensive income attributable to common stockholders of Live Nation 680,806 ( 6,387 ) 674,419

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of cash flow for the year ended December 31, 2023:

Year Ended December 31, 2023

As Reported Adjustments As Revised

(in thousands)

Net income $ 734,317 $ ( 30,519 ) $ 703,798

Increase in accounts receivable ( 550,670 ) 24,931 ( 525,739 )

Increase in accounts payable, accrued expenses and other liabilities 460,496 ( 10,126 ) 450,370

Increase in deferred revenue 133,023 7,894 140,917

Net cash provided by operating activities 1,370,794 ( 7,820 ) 1,362,974

Net increase in cash, cash equivalents and restricted cash 626,582 ( 7,820 ) 618,762

Cash, cash equivalents and restricted cash at beginning of period 5,612,374 7,820 5,620,194

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the year ended December 31, 2022:

Year Ended December 31, 2022

As Reported Adjustments As Revised

(in thousands except per share data)

Direct operating expenses $ 12,337,524 $ 10,087 $ 12,347,611

Operating income 732,118 ( 10,087 ) 722,031

Other expense, net 36,379 4,836 41,215

Income before income taxes 505,447 ( 14,923 ) 490,524

Income tax expense 96,254 19,687 115,941

Net income 409,193 ( 34,610 ) 374,583

Net income attributable to noncontrolling interests 113,207 ( 5,064 ) 108,143

Net income attributable to common stockholders of Live Nation 295,986 ( 29,546 ) 266,440

Basic net income per common share available to common stockholders of Live Nation 0.66 ( 0.13 ) 0.53

Diluted net income per common share available to common stockholders of Live Nation 0.64 ( 0.12 ) 0.52

The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of comprehensive income for the year ended December 31, 2022:

Year Ended December 31, 2022

As Reported Adjustments As Revised

(in thousands)

Net income $ 409,193 $ ( 34,610 ) $ 374,583

Other comprehensive income, net of tax, foreign currency translation adjustments 8,047 4,836 12,883

Comprehensive income 467,081 ( 29,774 ) 437,307

Comprehensive income attributable to noncontrolling interests 113,207 ( 5,064 ) 108,143

Comprehensive income attributable to common stockholders of Live Nation 353,874 ( 24,710 ) 329,164

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of cash flow for the for the year ended December 31, 2022:

Year Ended December 31, 2022

As Reported Adjustments As Revised

(in thousands)

Net income $ 409,193 $ ( 34,610 ) $ 374,583

Increase in accounts receivable ( 463,977 ) 19,474 ( 444,503 )

Increase in accounts payable, accrued expenses and other liabilities 1,002,158 26,014 1,028,172

Increase in deferred revenue 367,617 ( 7,894 ) 359,723

Net cash provided by operating activities 1,832,063 2,984 1,835,047

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 179,450 ) 4,836 ( 174,614 )

Net increase in cash, cash equivalents and restricted cash 724,582 7,820 732,402

Cash, cash equivalents and restricted cash at end of period 5,612,374 7,820 5,620,194

NOTE 3— LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL

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The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the years ended December 31, 2024 and 2023:

relationships Revenue-

contracts Venue management & leaseholds Trademarks

contracts Client /

relationships Venue management Trademarks

rights Technology and Other (1)

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Gross carrying amount:

Acquisitions—current year 46,432 32,919 11,562 — — 90,913

Acquisitions—prior year ( 7,435 ) 255,086 ( 92,290 ) 7,007 318 162,686

Acquisitions and additions—current year 136,117 46,767 77,329 — 21,789 282,002

Acquisitions and additions—prior year ( 1,830 ) ( 6,681 ) ( 11 ) — — ( 8,522 )

Foreign exchange

15 unchanged sentences

Gross carrying amount:

Acquisitions—current year 46,767 136,117 77,329 — 21,789 282,002

Acquisitions—prior year ( 6,681 ) ( 1,830 ) ( 11 ) — — ( 8,522 )

Acquisitions and additions—current year 68,453 52,406 35,273 7,331 7,551 171,014

Acquisitions and additions—prior year 826 4,066 3 — — 4,895

Foreign exchange

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

Included in the current year acquisitions amounts above for 2024 are definite-lived intangible assets primarily associated with the acquisitions of certain festival promotion, venue and artist management businesses located in the United States.

Included in the current year acquisitions amounts above for 2023 are definite-lived intangible assets primarily associated with the acquisitions of certain venue and artist management businesses located in the United States, a concert and festival promotion business in Australia, a promotion business in South America, as well as additions for music publishing rights.

Included in the current year acquisitions amounts above for 2022 are definite-lived intangible assets primarily associated with the acquisitions of a concert promotion business located in Germany, a ticketing business located in Thailand as well as a concert promotion business, a sports management business and a venue management business, which are all located in the United States.

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

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Client/vendor relationships 5 4

Trademarks and naming rights 6 0

Technology 3 3

Venue management and leaseholds 11 26

Venue management 6 11

All categories 7 8

_____________________

(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 years ended December 31, 2024, 2023 and 2022 was $ 249.3 million, $ 237.6 million and $ 216.9 million, respectively.

28 unchanged sentences

Acquisitions—prior year 4,136 — — 4,136

Dispositions ( 6,183 ) — — ( 6,183 )

Foreign exchange ( 22,708 ) ( 48,816 ) ( 45,784 ) ( 117,308 )

3 unchanged sentences

Net $ 1,026,739 $ 964,221 $ 629,951 $ 2,620,911

Included in the current year acquisitions amounts above for 2024 is goodwill primarily associated with the acquisitions of an artist management business and certain festival and concert promotion businesses located in the United States.

Included in the current year acquisitions amounts above for 2023 is goodwill primarily associated with the acquisitions of certain venue and festival promotion businesses located in the United States and Europe as well as a promotion business in South America.

Included in the current year acquisitions amounts above for 2022 is goodwill primarily associated with the acquisitions of concert promotion businesses located in Germany and the United States.

Included in the prior year acquisitions above for 2022 is goodwill primarily associated with the acquisition of OCESA.

See Note 2 – Acquisitions for further discussion.

We are in various stages of finalizing our acquisition accounting for recent acquisitions, which 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 the allocation between segments.

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During the year ended December 31, 2024, 2023 and 2022, there were no significant sales of investments in nonconsolidated affiliates .

During the year ended December 31, 2021, we sold certain investments in nonconsolidated affiliates for $ 110.2 million in cash and noncash consideration resulting in a gain on sale of investments in nonconsolidated affiliates of $ 83.6 million.

NOTE 4— LEASES

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NOTE 5— LONG-TERM DEBT

In January 2023, we issued $ 1.0 billion principal amount of 3.125 % convertible senior notes due 2029.

In February 2023, we amended our senior secured credit facility and in November 2023, we further amended our senior secured credit facility to a $ 1.3 billion revolving credit facility in addition to the existing $ 950 million term loan B facility.

In November 2024, we amended our senior secured credit facility and added a new venue expansion revolving credit facility of $ 400.0 million, which resulted in a total available revolving borrowing capacity of $ 1.7 billion.

In November 2024, we repaid $ 575.0 million principal outstanding on our 4.875 % senior notes.

In December 2024, we issued $ 1.1 billion principal amount of 2.875 % convertible senior notes due 2030 and repurchased $ 316.0 million aggregate principal amount of the 2.0 % convertible senior notes due 2025.

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

1 unchanged sentence

Senior Secured Credit Facility:

Term loan A $ — $ 382,500

Term loan B $ 828,163 $ 836,903

8 unchanged sentences

2.875% Convertible Senior Notes due 2030 1,100,000 —

Other long-term debt 511,210 252,199

Other debt 529,257 511,210

Total principal amount 6,491,377 6,643,113

unamortized discounts and debt issuance costs ( 53,308 ) ( 49,701 )

Total long-term debt, net of unamortized discounts and debt issuance costs 6,593,412 5,903,499

Total debt, net of unamortized discounts and debt issuance costs 6,438,069 6,593,412

current portion 260,901 1,134,386

Total long-term debt, net $ 6,177,168 $ 5,459,026

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

Future maturities of debt at December 31, 2024 are as follows:

(in thousands)

3 unchanged sentences

2028 1,515,468

2029 1,103,078

Thereafter 37,116

Total $ 6,491,377

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

All 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 7 – Fair Value Measurements for discussion of the fair value measurement of our debt.

Amended Senior Secured Credit Facility

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 U.S.

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 our ability to draw letters of credit in Canadian Dollars.

In November 2023, we further amended our senior secured credit facility and now have a $ 1.3 billion revolving credit facility in addition to the existing $ 950 million term loan B facility.

The new $ 1.3 billion revolving credit facility refinanced our existing $ 630 million revolving credit facilities and we drew down $ 370 million at closing to repay in full our outstanding principal of $ 367.5 million delayed draw term A loan facility and related accrued interest and fees.

The delayed draw term A loan facility was permanently retired upon being repaid in full.

The new revolving credit facility provides for borrowings of up to $ 1.3 billion with a $ 250 million sublimit for the issuance of letters of credit and a $ 100 million for swingline borrowings.

The new revolving credit facility allows for a $ 780 million sublimit for borrowings in U.S.

In November 2024, we amended our senior secured credit facility and entered into Amendment No.

12 (the “Amendment”) to our Credit Agreement (as amended by Amendment No.

12, the “Amended Credit Agreement”).

The Amendment provides for, among other things, a new $ 400.0 million revolving credit facility to be used for venue financing or other general corporate purposes, which resulted in a revolving credit facility with a total available borrowing capacity of up to $ 1.7 billion including a $ 250.0 million sublimit for the issuance of letters of credit and a $ 100.0 million sublimit for swingline borrowings.

The revolving credit facility allows for a $ 780.0 million sublimit for borrowings in U.S.

Dollars, Euros, or Sterling, and a $ 260.0 million sublimit for borrowings in those or one or more other approved non-U.S.

The new revolving credit facility will be available to us and, if designated in the future, certain of our foreign subsidiaries.

The revolving credit facility will be available to us and, if designated in the future, certain of our foreign subsidiaries.

The Amended Credit Agreement provides for the right, subject to certain conditions, to increase the term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of (x) $ 1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) additional amounts so long as the senior secured leverage ratio, on a pro-forma basis after giving effect to such increase, is no greater than 4.50 x .

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We are required to pay a commitment fee of 0.35 % per year on the undrawn portion available under the revolving credit facility and variable fees on outstanding letters of credit.

Based on our outstanding letters of credit of $ 31.6 million, $ 898.4 million was available for future borrowings from our revolving credit facility as of December 31, 2023.

Based on our outstanding letters of credit of $ 20.9 million, $ 1.68 billion was available for future borrowings from our revolving credit facility as of December 31, 2024.

The revolving credit facility matures on November 5, 2029, provided, that if (x) any of the term loan B, our 6.5 % Senior Secured Notes due 2027, or our 4.75 % Senior Notes due 2027 remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $ 500.0 million and (y) our consolidated free cash on such date is less than the sum of such outstanding principal amount plus $ 500.0 million, then the maturity date of the amended senior secured credit facility will instead be such date.

On February 9, 2024, we repaid $ 250 million of principal related to our revolving credit facility.

During the three months ended December 31, 2024, we repaid $ 585.0 million under our senior secured revolving credit facility, which was used to repay the $ 575.0 million principal amount plus accrued interest on our 4.875 % senior notes that matured on November 1, 2024.

No material gain or loss was recorded as a result of this repayment.

During the three months ended March 31, 2024, we repaid $ 370.0 million of principal related to our revolving credit facility that had been outstanding as of December 31, 2023.

No material gain or loss was recorded as a result of this repayment.

6.5% Senior Secured Notes Due 2027

6 unchanged sentences

At December 31, 2024, we had $ 500.0 million principal amount of 3.75 % senior secured notes due 2028.

Interest on the notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year and began on July 15, 2021, and the notes will mature on January 15, 2028.

We may redeem some or all of the notes, at any time prior to January 15, 2024, at a price equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium.

We may redeem up to 35 % of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to January 15, 2024, at a price equal to 103.75 % of the aggregate principal amount, plus accrued and unpaid interest thereon to the date of redemption.

In addition, on or after January 15, 2024 we may redeem some or all of the notes at any time at redemption prices specified in the notes indenture, plus any accrued and unpaid interest to the date of redemption.

Interest on the notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year, and will mature on January 15, 2028.

On or after January 15, 2024, we may redeem some or all of the notes at any time at redemption prices starting at 102.813 % of their principal amount , plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

2 unchanged sentences

At December 31, 2024, we had $ 300.0 million principal amount of 5.625 % senior notes due 2026.

Interest on the notes is payable semiannually in cash in arrears on May 1 and November 1 of each year, and the notes will mature on November 1, 2024.

On or after November 1, 2019, we may redeem some or all of the notes at any time at redemption prices starting at 103.656 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

5.625% Senior Notes Due 2026

At December 31, 2023, we had $ 300 million principal amount of 5.625 % senior notes due 2026.

Interest on the notes is payable semiannually in cash in arrears on March 15 and September 15 of each year, and the notes will mature on March 15, 2026.

Interest on the notes is payable semi-annually in cash in arrears on March 15 and September 15 of each year, and the notes will mature on March 15, 2026.

On or after March 15, 2021, we may redeem some or all of the notes at any time at redemption prices that start at 104.219 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

9 unchanged sentences

The notes will mature on February 15, 2025.

The notes will be convertible, under certain circumstances, until November 15, 2024, and on or after such date without condition, at an initial conversion rate of 9.4469 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50.0 % conversion premium based on the last reported sale price for our common stock of $ 70.57 on January 29, 2020 prior to issuing the notes.

Upon conversion, the notes may be settled in shares of common stock or, at our election, cash or a combination of cash and shares of common stock.

Assuming we fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 3.8 million.

We may redeem for cash all or a portion of the notes, at our option, on or after February 21, 2023 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 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 any accrued and unpaid interest.

As of December 31, 2023, the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes.

On or after November 15, 2024, the notes are convertible without condition, at an initial conversion rate of 9.4469 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50.0 % conversion premium based on the last reported sale price for our common stock of $ 70.57 on January 29, 2020 prior to issuing the notes.

Upon conversion, the notes will be settled with a combination of cash and shares of common stock.

Assuming we fully settled the remaining notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 1.2 million.

As of December 31, 2024, the value of the remaining notes, if converted and fully settled in shares, exceeded the principal amount of the notes by $ 18.8 million.

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”).

At December 31, 2024, we had $ 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.

6 unchanged sentences

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 December 31, 2023, the remaining period for the unamortized debt issuance costs balance of $ 13.3 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 December 31, 2024, the remaining period for the unamortized debt issuance costs balance of $ 10.7 million was approximately four years and the value of the notes, if converted and fully settled in shares, exceeded the principal amount of the notes by $ 194.8 million.

As of December 31, 2024, the effective interest rate on the notes was 3.17 %.

2 unchanged sentences

The cost of the capped call transactions was $ 75.5 million and was charged to additional paid-in capital.

2.875% Convertible Senior Notes due 2030

In December 2024, we issued $ 1.1 billion principal amount of 2.875 % convertible senior notes due 2030 (the “2030 Notes”).

Interest on the 2030 Notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2025, at a rate of 2.875 % per annum.

The notes will mature on January 15, 2030.

The notes will be convertible, under certain circumstances, until October 15, 2029, and on or after such date without condition, at an initial conversion rate of 5.2005 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 40.0 % conversion premium based on the last reported sale price for our common stock of $ 137.35 on December 3, 2024 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 8.0 million as of December 31, 2024.

We may redeem for cash all or any portion of the notes, at our option, on or after January 24, 2028 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 2030 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 December 31, 2024, the remaining period for the unamortized debt issuance costs balance of $ 17.8 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 December 31, 2024, the effective interest rate on the notes was 2.913 %.

Interest Cost on Convertible Senior Notes

The following table summarizes the amount of pre-tax interest cost recognized on the convertible senior notes due 2025 and 2029 for the year ended December 31, 2023 and convertible senior notes due 2023 and 2025 for the years ended December 31, 2022 and 2021:

The following table summarizes the amount of pre-tax interest cost recognized on the convertible senior notes due 2025, 2029 and 2030 for the year ended December 31, 2024, convertible senior notes due 2025 and 2029 for the year ended December 31, 2023 and convertible senior notes due 2023 and 2025 for the year ended December 31, 2022:

Year Ended December 31,

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Contractual interest coupon $ 41,202 $ 27,460 $ 21,750

Amortization of debt discount (1)

Amortization of debt issuance costs 4,095 3,912 3,710

Total interest cost recognized on the notes $ 31,372 $ 25,460 $ 45,963

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(1) There was no amortization of debt discount for the years ended December 31, 2023 and 2022 due to the adoption of ASU 2020-06 as of January 1, 2022.

Total interest cost recognized on the convertible senior notes $ 45,297 $ 31,372 $ 25,460

Debt Extinguishment

In conjunction with the issuance of the 2030 Notes, we used the net proceeds to repay $ 585.0 million outstanding amounts under our senior secured revolving credit facility and to repurchase $ 316.0 million principal amount of the 2.0 % convertible notes due 2025, resulting in a loss on extinguishment of debt of $ 2.0 million and a charge to additional paid-in capital for the induced conversion of $ 94.0 million.

On October 31, 2024, we drew down $ 585.0 million from our senior secured revolving credit facility, and on November 1, 2024, we used these funds to repay the $ 575.0 million principal amount plus accrued interest on our 4.875 % senior notes.

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 extinguishment of debt of $ 18.5 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.

Other Long-term Debt

As of December 31, 2023, other long-term debt includes $ 275.0 million for debt due in 2026 acquired as part of an acquisition of a controlling interest in a venue business in the United States during the first quarter of 2023, $ 126.7 million for a Euro denominated note due in 2024, debt to noncontrolling interest partners of $ 31.6 million and capital leases of $ 6.2 million.

Our other long-term debt has a weighted average cost of debt of 4.2 % and maturities at various dates through September 2050.

As of December 31, 2024, other debt includes $ 275.0 million due in 2026 acquired as part of an acquisition of a controlling interest in a venue business in the United States during 2023, $ 120.4 million for a Euro denominated note due in 2025, debt to noncontrolling interest partners of $ 29.4 million and capital leases of $ 4.8 million.

Our other debt has a weighted average cost of debt of 4.4 % and maturities at various dates through September 2050.

Debt Covenants

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Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable.

The amended senior secured credit facility agreement has one financial covenant, measured quarterly, that relates to net leverage.

We are required to maintain a ratio of consolidated total net debt to consolidated EBITDA (both as defined in the Credit Agreement) for the trailing four consecutive quarters of 6.75 x through December 31, 2024 with step downs to 6.25 x on March 31, 2025, 5.75 x on March 31, 2026 and 5.25 x on March 31, 2027 through maturity.

For purposes of calculating consolidated total net debt, the amended senior credit facility permits us to deduct the lesser of $ 500 million and our consolidated free cash from consolidated total funded debt (both as defined in the Credit Agreement).

The indentures governing our 6.5 % senior secured notes, 3.75 % senior secured notes, 4.75 % senior notes, 4.875 % senior notes and 5.625 % senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis.

The amended senior secured credit facility agreement contains a financial covenant that requires us to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the Amended Credit Agreement) that ranges from 6.75 x to 5.25 x, with the first step down of 0.50 x occurring on March 31, 2026 and additional step downs of 0.50 x occurring annually thereafter.

The indentures governing our 6.5 % senior secured notes, 3.75 % senior secured notes, 4.75 % senior notes and 5.625 % senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis.

Certain covenants, including those pertaining to incurrence of indebtedness, restricted payments, asset sales, mergers, and transactions with affiliates will be suspended during any period in which the notes are rated investment grade by both rating agencies and no default or event of default under the indenture has occurred and is continuing.

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We expect to remain in compliance with all of these covenants throughout 2025.

Subsequent Event

On February 18, 2025, we utilized $ 84.8 million of our existing cash balance to repay the remaining aggregate principal amount of the 2.0 % convertible senior notes due February 2025 plus accrued interest and we issued 182,560 shares of common stock to the convertible holders.

NOTE 6— DERIVATIVE INSTRUMENTS

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4.875% Senior Notes due 2024 (1)

$ — $ 570,412

5.625% Senior Notes due 2026 $ 299,529 $ 297,606

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2.0% Convertible Senior Notes due 2025 (2)

$ 103,032 $ 423,668

3.125% Convertible Senior Notes due 2029 $ 1,365,560 $ 1,136,160

2.875% Convertible Senior Notes due 2030 (2)

$ 1,105,852 $ —

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In November 2024, we repaid $ 575.0 million principal amount outstanding on our 4.875 % senior notes.

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

During 2023 and 2022, there were no significant non-recurring fair value measurements.

During 2021, we recorded a gain related to investments in nonconsolidated affiliates of $ 23.7 million, as a component of other expense, net.

The gain was related to the acquisition of a controlling interest in the ticketing business of OCESA on December 6, 2021, which was previously accounted for under the equity method.

To calculate the gain, we remeasured this investment to fair value of $ 50 million using a market multiple methodology.

The key inputs in the fair value measurement include a future cash flow projection, including revenue, profit margins, market multiples and adjustment related to discount for lack of marketability.

The key inputs used for this non-recurring fair value measurement are considered Level 3 inputs.

For the year ended December 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 in a nonconsolidated affiliate of $ 41.5 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 $ 66.9 million using an option pricing model.

For the year ended December 31, 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 years ended December 31, 2023 and 2022, there were no significant non-recurring fair value measurements.

NOTE 8— COMMITMENTS AND CONTINGENT LIABILITIES

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As of December 31, 2024, we have accrued $ 1.5 million in other current liabilities and $ 11.8 million in other long-term liabilities and, as of December 31, 2023, we had accrued $ 14.9 million in other current liabilities and $ 6.8 million in other long-term liabilities, related to these deferred purchase consideration payments.

We have contingent obligations related to acquisitions which are accounted for as business combinations.

We have contingent obligations related to acquisitions which were accounted for as business combinations.

Contingent consideration associated with business combinations is recorded at fair value at the time of the acquisition and reflected at current fair value for each subsequent reporting period thereafter until settled.

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See Note 7 – Fair Value Measurements for further discussion related to the valuation of these contingent payments.

As of December 31, 2023 and 2022, we guaranteed the debt of third parties of approximately $ 19.4 million and $ 19.5 million, respectively, primarily related to maximum credit limits on employee and tour-related credit cards, obligations of a nonconsolidated affiliate and obligations under a venue management agreement.

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 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, and a hearing is scheduled for April 2024.

The class certification hearing in the Thompson-Marcial matter has been scheduled for March 2024.

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.

As of December 31, 2024 and 2023, we guaranteed the debt of third parties of approximately $ 19.4 million and $ 19.4 million, respectively, primarily related to maximum credit limits on employee and tour-related credit cards and obligations under a venue management agreement.

Astroworld Litigation

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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.

Discovery in the civil litigation is underway.

Confidential settlements have been reached with the families of four of the deceased plaintiffs.

Discovery is underway for the civil litigation, including for the remaining fatality cases, and the first trial is scheduled to begin in May 2024.

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 year ended December 31, 2024, all remaining wrongful death lawsuits were settled, and, with the exception of a small number of claims that are subject to a show cause dismissal order, all pending personal injury lawsuits filed against the Company have also been settled.

As a result, we recognized $ 454.9 million for the year ended December 31, 2024 within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries.

The amounts recorded as of December 31, 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 claims asserted in the lawsuit and will vigorously defend itself.

The United States filed an Amended Complaint in August 2024, adding ten additional states as plaintiffs but not otherwise materially amending the claims asserted in the lawsuit.

The Company filed a motion to dismiss certain claims in the Amended Complaint in September 2024.

Antitrust Litigation

The Company is a defendant in three putative antitrust consumer class actions alleging violations of federal and state antitrust laws, among other causes of action.

In Heckman, et al.

Live Nation Entertainment, et al., filed in the Central District of California in January 2022, the District Court denied defendants’ motion to compel arbitration in August 2023.

The Ninth Circuit affirmed the District Court’s ruling in October 2024.

In January 2025, the Company filed a motion to dismiss the lawsuit.

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

Two other putative class actions were filed in the Southern District of New York in August and September 2024:

In Re Live Nation Entertainment, Inc.

and Ticketmaster L.L.C.

Antitrust Litigation, and Jacobson v.

Live Nation Entertainment, Inc., et al.

While these lawsuits are at their initial stages, the Company believes it has substantial defenses to the claims alleged therein and will vigorously defend itself.

Other Litigation

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Transactions Involving Related Parties

The were no significant related-party transactions for certain relationships discussed below.

There were no significant related-party transactions for certain relationships discussed below.

Liberty Media

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Atlanta Braves

One current member of our board of directors is the Chairman of the Board, President and Chief Executive Officer of Atlanta Braves Holdings, Inc.

One current member of Liberty Media’s board of directors has a significant ownership interest in Atlanta Braves Holdings, Inc.

(“Atlanta Braves”).

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2024 2023 2022

As Revised As Revised

(in thousands)

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Income tax expense (benefit) $ ( 391,698 ) $ 209,476 $ 115,941

The domestic income (loss) before income taxes was $ 237.5 million, $ 217.0 million and $( 401.4 ) million for 2023 , 2022 and 2021 , respectively.

Foreign income (loss) before income taxes was $ 657.0 million, $ 288.4 million and $( 209.9 ) million for 2023, 2022 and 2021, respectively.

The domestic income before income taxes was $ 31.8 million, $ 237.5 million and $ 217.0 million for 2024, 2023 and 2022, respectively.

Foreign income before income taxes was $ 707.6 million, $ 675.8 million and $ 273.5 million for the years ended ended December 31, 2024, 2023 and 2022, respectively.

Significant components of our deferred tax liabilities and assets are as follows:

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Deferred tax liabilities:

Leases $ 205,757 $ 217,919

Intangible assets $ 282,200 $ 327,249

Prepaid expenses 3,494 12,490

Hedge investments 7,394 10,584

Leases 210,904 205,757

Other 45,075 38,132

Hedge investments 5,395 7,394

Prepaid expenses 3,802 3,494

Total deferred tax liabilities 547,376 582,026

Deferred tax assets:

Intangible assets 48,088 51,634

Accrued expenses 180,268 139,432

Net operating loss carryforwards 763,205 812,034

Foreign tax and other credit carryforwards 51,351 51,055

Equity compensation 11,504 9,452

Accrued expenses 251,416 180,268

Leases 244,476 239,503

Capitalized research and development 90,477 67,516

Interest limitation 69,128 53,698

Capitalized R&D 67,516 35,149

Other 61,555 30,580

Foreign tax and other credit carryforwards 51,153 51,351

Intangible assets 12,411 48,088

Equity compensation 10,831 11,504

Total gross deferred tax assets 1,554,652 1,494,542

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Total net deferred tax assets 985,157 300,168

Net deferred tax liabilities $ ( 281,858 ) $ ( 275,256 )

Net deferred tax assets (liabilities) $ 437,781 $ ( 281,858 )

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

As of December 31, 2023, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses.

As a result of the valuation allowances, no tax benefits have been recognized for losses incurred in those tax jurisdictions in 2023, 2022 and 2021.

During 2023 and 2022, we recorded net deferred tax liabilities of $ 281.9 million and $ 275.3 million, respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations.

The Company recorded valuation allowances of $ 569.5 million and $ 1.2 billion as of December 31, 2024 and 2023, respectively.

Deferred income tax assets and liabilities are recorded related to net operating losses and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions and income in the future.

The realization of these assets depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or net operating losses relate.

In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized using available positive and negative evidence, including future reversals of temporary differences, tax-planning strategies and future taxable income, to estimate whether sufficient future taxable income will be generated to permit use of deferred tax assets.

A significant piece of objective negative evidence evaluated is the cumulative loss incurred over recent years.

Such objective negative evidence limits the Company’s ability to consider other subjective positive evidence.

At December 31, 2023, the Company maintained a valuation allowance related to federal, state and foreign deferred tax assets, as there was insufficient evidence to overcome the substantial negative evidence of being in a three year cumulative loss position.

At December 31, 2024, the Company is no longer in a three year cumulative loss position and concluded that it is appropriate to release the valuation allowance against a portion of its federal deferred tax assets due to the sustained positive performance and the expected future taxable income.

The remaining valuation allowance primarily relates to investments in consolidated partnership and various state and foreign operating losses.

At December 31, 2024 and 2023, we recorded a net deferred tax asset of $ 437.8 million and a net deferred tax liability of $ 281.9 million, respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations.

As of December 31, 2024, we have United States federal, state and foreign deferred tax assets related to net operating loss carryforwards of $ 215.1 million, $ 124.5 million and $ 423.6 million, respectively.

Our net operating loss may be subject to statutory limitations on the amount that can be used in any given year.

Based on current statutory carryforward periods, the operating loss carryforwards will expire on various dates beginning in 2025.

Our net operating losses may be subject to statutory limitations on the amount that can be used in any given year.

As of December 31, 2024, we have United States federal and state deferred tax assets related to credits of $ 25.4 million and $ 25.7 million, respectively.

Based on current statutory carryforward periods, the credits will expire on various dates beginning in 2031.

The reconciliation of income tax computed at the United States federal statutory rates to income tax expense (benefit) is:

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2024 2023 2022

As Revised As Revised

(in thousands)

Income tax expense (benefit) at United States statutory rate of 21 %

Income tax expense at United States statutory rate of 21 %

$ 155,280 $ 187,854 $ 106,144

State income taxes, net of federal tax benefits 22,889 4,893 ( 1,267 )

Differences between foreign and United States statutory rates

70,469 86,537 34,585

Non-United States income inclusions and exclusions ( 63,691 ) ( 30,783 ) ( 1,677 )

United States income inclusions and exclusions 28,450 ( 78,061 ) ( 22,121 )

State income taxes, net of federal tax benefits 27,844 22,889 4,893

Nondeductible items 23,898 25,959 32,907

United States income inclusions and exclusions ( 10,332 ) 28,450 ( 78,061 )

Non-United States income inclusions and exclusions ( 9,466 ) ( 63,691 ) ( 30,783 )

Tax contingencies 674 6,191 728

Tax expense from acquired goodwill — 7,953 7,596

Change in valuation allowance ( 93,450 ) 38,811 135,908

Other, net 166 784 ( 879 )

Change in valuation allowance ( 650,231 ) ( 93,450 ) 38,811

$ ( 391,698 ) $ 209,476 $ 115,941

Income tax expense (benefit) is principally attributable to our earnings in foreign tax jurisdictions along with state income taxes.

Income tax expense (benefit) is principally attributable to a non-cash benefit related to the release of the valuation allowance offset by our earnings in foreign tax jurisdictions and state income taxes.

Amounts included in differences between foreign and United States statutory rates are impacted by changes in the mix of international earnings subject to various tax rates which can differ greatly in their proximity to the United States statutory rate.

Amounts included in non-United States income inclusions and exclusions include the favorable inclusion of Mexico’s income from subsidiaries.

Amounts included in United States income inclusions and exclusions include unfavorable inclusions for GILTI under the provisions associated with the TCJA.

Amounts included in United States income inclusions and exclusions include unfavorable inclusions for GILTI under the provisions associated with the Tax Cuts and Jobs Act (“TCJA”).

Nondeductible items for all years presented include the impact of increased nondeductible expenses pursuant to the provisions of the TCJA including nondeductible executive compensation.

The change in valuation allowance for each period presented resulted primarily from changes in the income (loss) within jurisdictions with full valuation allowances, including the United States.

The change in valuation allowance for each period presented resulted primarily from changes in the income (loss) within jurisdictions with full valuation allowances.

The other category consists of current and deferred adjustments related to payable and deferred tax assets.

The following table summarizes the activity related to our unrecognized tax benefits:

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Interest and penalties for prior years 255 1,063 160

Statute lapse for prior year positions ( 3 ) — —

Settlements for prior year positions ( 3,166 ) ( 379 ) ( 141 )

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If we were to prevail on all uncertain tax positions, the net effect would be a decrease to our income tax provision of approximately $ 3.7 million.

The remaining $ 23.9 million is offset by deferred tax assets that represent tax benefits that would be received in the event that we did not prevail on all uncertain tax positions.

The remaining $ 26.0 million is related to various tax credits and would remain in place until the statute of limitation for those years expires.

As of December 31, 2024, it is not expected that the total amounts of unrecognized tax benefits will increase or decrease materially within the next year.

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The tax years 2010 through 2024 remain open to examination by the primary tax jurisdictions to which we are subject.

Recent Tax Legislation

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 a 15% corporate alternative minimum tax effective for tax years beginning after December 31, 2022.

On September 12, 2024, the Internal Revenue Service released proposed regulations which provide guidance on the application of the corporate alternative minimum tax.

The Company is assessing the impact of the proposed regulations;

however, there is no material impact for the current period.

The Company will continue to monitor to ensure our financial results and related tax disclosures are in compliance with the IRA tax legislation.

On December 20, 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules designed to ensure large multinational enterprises (“MNE”) pay a minimum level of tax arising in each jurisdiction they operate.

Over 135 jurisdictions joined a plan to update key elements of the international tax system and provide for a coordinated system of taxation that imposes top-up tax on profits arising in a jurisdiction whenever the effective rate is below the minimum rate.

Effective January 1, 2024, many of these jurisdictions have enacted a global 15% minimum effective tax rate.

This minimum rate applies to MNE’s with consolidated revenue above €750 million.

While additional guidance is expected from the OECD, the current Pillar Two rules do not have a material impact to our financial statement income or tax cash flows for the current period.

The Company will continue to monitor further guidance from the OECD and evaluate any impact it may have to our consolidated financial results.

NOTE 11— EQUITY

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Unvested restricted stock awards and unvested deferred stock awards issued will be reflected in the statements of changes in equity at the time of vesting.

In September 2021, we completed the public offering of 5,239,259 shares of common stock.

A portion of the proceeds of $ 455.3 million were used to pay fees of $ 5.7 million, leaving approximately $ 449.6 million of net proceeds.

We used the net proceeds to fund the acquisition of 51 % of the capital stock of OCESA and any remaining proceeds for general corporate purposes.

During 2023, 2022 and 2021, we issued 1.1 million, 6.5 million and 2.3 million shares, respectively, of common stock in connection with stock option exercises and vesting of restricted stock awards.

For the years ended December 31, 2024, 2023 and 2022, we issued 1.5 million, 1.1 million and 6.5 million shares, respectively, of common stock in connection with stock option exercises and vesting of restricted stock awards.

Common Stock Reserved for Future Issuance

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The purchase or sale of additional ownership in an already controlled subsidiary is recorded as an equity transaction with no gain or loss recognized in net income (loss) or comprehensive income (loss) as long as the subsidiary remains a controlled subsidiary.

In 2023, 2022 and 2021, we acquired all or additional equity interests in several companies that did not have a significant impact to equity either on an individual basis or in the aggregate.

For the years ended December 31, 2024, 2023 and 2022, we acquired all or additional equity interests in several companies that did not have a significant impact to equity either on an individual basis or in the aggregate.

The following schedule reflects the change in ownership interests for these transactions:

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2024 2023 2022

As Revised As Revised

(in thousands)

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

Net income attributable to common stockholders of Live Nation

$ 896,287 $ 556,893 $ 266,440

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Net transfers of noncontrolling interests ( 30,049 ) ( 100,940 ) ( 64,601 )

Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests

Change from net income attributable to common stockholders of Live Nation and net transfers of noncontrolling interests

$ 866,238 $ 455,953 $ 201,839

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We have loaned or advanced money to noncontrolling interest partners under the terms of the partnership operating agreements, promissory notes or other arrangements.

As of December 31, 2023, we had outstanding notes receivable and prepayments of $ 1.9 million in other current assets and $ 50.0 million in other long-term assets, and as of December 31, 2022, we had outstanding notes receivable and prepayments of $ 17.9 million in other current assets and $ 50.0 million in other long-term assets.

As of December 31, 2024, we had outstanding notes receivable and prepayments of $ 50.0 million in other long-term assets, and as of December 31, 2023, we had outstanding notes receivable and prepayments of $ 1.9 million in other current assets and $ 50.0 million in other long-term assets.

Accumulated Other Comprehensive Income (Loss)

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Cash Flow Hedges Foreign Currency Items Total

As Revised As Revised

(in thousands)

Balance at December 31, 2020 ( 31,587 ) ( 145,422 ) ( 177,009 )

Revised Balance at December 31, 2021 $ ( 8,558 ) $ ( 144,242 ) $ ( 152,800 )

Other comprehensive income before reclassifications 49,529 12,883 62,412

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Amount reclassified from AOCI ( 17,158 ) — ( 17,158 )

Net other comprehensive income 49,841 8,047 57,888

Net other comprehensive income (loss) ( 11,933 ) 129,459 117,526

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

Other comprehensive income before reclassifications 5,225 129,459 134,684

Other comprehensive income (loss) before reclassifications 10,529 ( 354,730 ) ( 344,201 )

Amount reclassified from AOCI ( 18,361 ) — ( 18,361 )

Net other comprehensive income (loss) ( 11,933 ) 129,459 117,526

Net other comprehensive loss ( 7,832 ) ( 354,730 ) ( 362,562 )

Balance at December 31, 2024 $ 21,518 $ ( 356,630 ) $ ( 335,112 )

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Stock options and restricted stock 2,686,001 2,348,936 6,747,308

Convertible senior notes 3,542,193 — —

Weighted average common shares—diluted 236,352,449 230,977,326 231,556,866

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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 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.

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There were no customers that individually accounted for more than 10% of our consolidated revenue in any year.

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and evaluates the operating performance of our operating segments based on AOI.

The CODM uses segment AOI for evaluating performance of each segment and for making decisions on allocating capital and other resources to each segment.

We have not identified any segment expenses that are considered significant and segment expenses are not regularly provided to the CODM.

Our Concerts segment involves the promotion of live music events globally in our owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation or streaming of associated content and the provision of management and other services to artists.

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% of Consolidated Revenue 82.2 % 12.9 % 5.2 % ( 0.3 )%

Intersegment revenue $ 17,773 $ 51,517 $ — $ ( 69,290 ) $ — $ —

Other Segment Items 18,494,554 1,865,097 431,242 ( 24,121 ) 242,955 21,009,727

AOI $ 529,748 $ 1,123,588 $ 763,777 $ ( 28,260 ) $ ( 242,955 ) $ 2,145,898

Intersegment revenue $ 29,633 $ 22,220 $ 528 $ ( 52,381 ) $ — $ —

Capital expenditures $ 491,691 $ 87,925 $ 24,507 $ — $ 33,508 $ 637,631

Revenue $ 13,494,100 $ 2,238,618 $ 968,146 $ ( 19,610 ) $ — $ 16,681,254

$ 18,740,913 $ 2,959,477 $ 1,095,217 $ ( 69,290 ) $ — $ 22,726,317

% of Consolidated Revenue 82.5 % 13.0 % 4.8 % ( 0.3 )%

Other Segment Items 18,420,516 1,819,344 420,080 ( 29,716 ) 214,974 20,845,198

$ 320,397 $ 1,140,133 $ 675,137 $ ( 39,574 ) $ ( 214,974 ) $ 1,881,119

Intersegment revenue $ 17,773 $ 51,517 $ — $ ( 69,290 ) $ — $ —

AOI $ 169,740 $ 827,901 $ 591,972 $ ( 14,549 ) $ ( 167,882 ) $ 1,407,182

Capital expenditures $ 346,392 $ 68,991 $ 18,250 $ — $ 35,118 $ 468,751

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% of Consolidated Revenue 80.9 % 13.4 % 5.8 % ( 0.1 )%

Other Segment Items 13,319,260 1,425,904 376,174 ( 5,061 ) 167,882 15,284,159

$ 174,840 $ 812,714 $ 591,972 $ ( 14,549 ) $ ( 167,882 ) $ 1,397,095

Intersegment revenue $ 12,821 $ 8,643 $ — $ ( 21,464 ) $ — $ —

AOI $ ( 221,338 ) $ 420,545 $ 242,239 $ ( 6,963 ) $ ( 110,620 ) $ 323,863

Capital expenditures $ 277,133 $ 70,739 $ 19,383 $ ( 17 ) $ 9,680 $ 376,918

The following table sets forth the reconciliation of consolidated AOI to operating income (loss) for the for the years ended December 31, 2023, 2022 and 2021:

___________________

Prior period revenue was revised as further discussed in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the year ended December 31, 2023, the revision decreased our Concerts segment revenue by $ 22.8 million.

Prior period AOI was revised as further discussed in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the years ended December 31, 2023 and December 31, 2022, the revision decreased our Concerts segment AOI by $ 5.1 million and increased AOI by $ 5.1 million, respectively.

For the years ended December 31, 2023 and December 31, 2022, the revision increased our Ticketing segment AOI by $ 23.8 million and decreased AOI by $ 15.2 million, respectively.

The following table sets forth the reconciliation of consolidated AOI to operating income for the for the years ended December 31, 2024, 2023 and 2022:

2024 2023 2022

(in thousands)

AOI $ 1,862,389 $ 1,407,182 $ 323,863

$ 2,145,898 $ 1,881,119 $ 1,397,095

Acquisition expenses 128,513 93,664 68,078

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Gain on sale of operating assets ( 11,015 ) ( 13,927 ) ( 32,082 )

Astroworld estimated loss contingencies 454,902 — —

Stock-based compensation expense 110,348 115,959 110,049

Operating income (loss) $ 1,066,203 $ 732,118 $ ( 417,858 )

Operating income (1)

$ 824,510 $ 1,084,933 $ 722,031

___________________

(1) For the years ended December 31, 2023 and December 31, 2022, the revision increased our AOI and operating income by $ 18.7 million for 2023 and decreased our AOI and operating income by $ 10.1 million for 2022, respectively.

See further discussion in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

Deferred Revenue

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In 2024, 2023 and 2022, no stock options were granted.

The following assumptions were used to calculate the fair value of our options on the date of grant:

Year Ended December 31,

Risk-free interest rate 1.01 %

Volatility factors 42.61 %

Weighted average expected life (in years) 6.40

The following table presents a summary of our stock options outstanding at the dates given, and stock option activity for the period between such dates (“Price” reflects the weighted average exercise price per share):

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Outstanding January 1 2,366 $ 32.85 3,257 $ 29.78 7,720 $ 18.24

Granted — — — — 9 89.81

Exercised ( 851 ) 30.57 ( 891 ) 21.63 ( 4,461 ) 9.79

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Upon share option exercise or vesting of restricted or deferred stock, we issue new shares or treasury shares to fulfill these grants.

Vesting dates on the stock options range from February 2024 to March 2025, and expiration dates range from January 2025 to March 2031 at exercise prices and average contractual lives as follows:

Vesting dates on the stock options is March 2025, and expiration dates range from January 2025 to March 2031 at exercise prices and average contractual lives as follows:

Prices Outstanding

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In addition, certain restricted stock awards require us or the recipient to achieve minimum performance targets in order for these awards to vest.

In 2023, we granted 0.4 million shares of restricted stock and 0.4 million shares of performance-based awards, respectively, under our stock incentive plan.

For the year ended December 31, 2024, we granted 0.3 million shares of restricted stock and 0.4 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will all vest on the grant date or over a period of one year to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

For the year ended December 31, 2023, we granted 0.4 million shares of restricted stock and 0.4 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will all vest on the grant date or over a period of two months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

In 2022, we granted 1.8 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under our stock incentive plan.

For the year ended December 31, 2022, we granted 1.8 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will vest on the grant date or over a period of one month to six years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

In 2021, we granted 0.8 million shares of restricted stock under our stock incentive plan.

These awards will all vest on the grant date or over a period of six months to four years .

The following table presents a summary of our unvested restricted stock awards outstanding at December 31, 2024, 2023 and 2022 (“Price” reflects the weighted average share price at the date of grant):

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All of the deferred stock awards require us to achieve minimum market conditions in order for these awards to issue and vest.

In 2023, we granted 0.3 million shares of deferred stock awards with market conditions under the Company’s stock incentive plans.

For the year ended December 31, 2024, we granted 33 thousand shares of deferred stock awards with market conditions under the Company’s stock incentive plans.

These awards will vest over five years if specified stock prices are achieved over a specific number of days during the five years .

In 2022, we granted 2.2 million shares of deferred stock awards with market conditions under our stock incentive plans.

For the year ended December 31, 2023, we granted 0.3 million shares of deferred stock awards with market conditions under the Company’s stock incentive plans.

These awards will vest over five years if specified stock prices are achieved over a specific number of days during the five years .

For the year ended December 31, 2022, we granted 2.2 million shares of deferred stock awards with market conditions under our stock incentive plans.

These awards will vest over five to six years if specified stock prices are achieved over a specific number of days during the five to six years .

As of December 31, 2023, there were no deferred stock awards outstanding for which the minimum market conditions have been met.

The following assumptions were used to calculate the fair value of the deferred stock awards with market conditions on the date of grant:

Year Ended December 31,

2024 2023 2022

Risk-free interest rate 4.17 % 4.47 % 2.85 % - 3.69 %

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Unvested at December 31, 2021 2,192 $ 26.56

Awarded 2,160 59.79

Forfeited — —

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Forfeited — —

Vested ( 2,192 ) 26.56

Unvested at December 31, 2023 2,449 $ 61.05

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Forfeited — —

Vested ( 486 ) 66.87

Unvested at December 31, 2024 1,996 $ 59.89

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Investments in nonconsolidated affiliates $ 504,194 $ 447,494

Deferred income tax assets 577,932 42,840

Notes receivable 226,021 176,133

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The following details the components of “Other long-term liabilities”:

Deferred income taxes $ 324,698 $ 305,524

Deferred income tax liabilities $ 140,151 $ 324,698

Deferred revenue 120,064 60,555

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$ 825,909 $ 348,913 $ 1,174,822 $ 2,885,083 $ 4,059,905

Revenue $ 3,160,268 $ 2,474,495 $ 5,634,763 $ 11,046,491 $ 16,681,254

$ 4,425,854 $ 4,085,191 $ 8,511,045 $ 14,215,272 $ 22,726,317

Long-lived assets, including

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operating lease assets $ 771,230 $ 226,752 $ 997,982 $ 2,061,076 $ 3,059,058

___________________

(1) For the year ended December 31, 2023, the revision decreased our domestic revenue by $ 22.8 million.

See further discussion in Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

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-K

Item 8. Financial Statements and Supplementary Data