What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-01 compared with 2024-11-12 · 105 added, 222 removed, 246 unchanged (57% of the section changed)

15 unchanged sentences

Executive Overview

For the third quarter of 2024, the Company’s operating income decreased by 2% and AOI was up 4% versus 2023.

Revenues for the third quarter decreased by 6% to $7.7 billion on both a reported and constant currency basis as compared to the same period last year, due to the reduction in stadium show volume this year.

Our operating income for the quarter decreased by $14 million, or 2%, from $654 million in the third quarter of 2023 to $640 million in the third quarter of 2024 due to our Ticketing segment from the reduction in stadium show volume partially offset by improved performance from our Concerts and Sponsorship business segments.

The decrease in operating income was $10 million, or 2%, at constant currency.

For the first nine months of 2024, our consolidated revenue increased by $566 million, or 3%, compared to the same period in 2023, from $16.9 billion to $17.5 billion.

The increase was $651 million, or 4%, on a constant currency basis.

We had consolidated operating income of $1.1 billion for the first nine months of 2024, a decrease of $102 million compared to the first nine months of 2023.

Despite stronger operating performance in our Concerts and Sponsorship segments, these positive results were negatively impacted by the Astroworld estimated loss contingencies as well as reduced revenue in our Ticketing segment.

Consolidated AOI for the first nine months increased by $224 million, or 13%, compared to the same period in 2023, from $1.8 billion to $2.0 billion.

The increase was $250 million, or 14%, on a constant currency basis.

The first quarter was a strong start to the year for the Company with one of our highest operating income and adjusted operating income results ever for the first quarter.

Based on our strong pipeline of stadium shows for the remainder of the year, coupled with our current deferred revenue balance of $6.1 billion as of March 31, 2025, which is up $1.1 billion or 21% compared to March 31, 2024, we are optimistic for continued success in the remainder of the year.

Our overall revenue decreased by 11% to $3.4 billion on a reported basis, or 8% decline on a constant currency basis as compared to the same period of the prior year.

This was largely the result of a reduction in arena show volume in the United States.

Despite this, our operating income for the quarter increased by $156.2 million, from an operating loss of $41.4 million in the first quarter of 2024 to an operating income of $114.8 million in the first quarter of 2025 due to higher operating performance from our Concerts and Sponsorship segments as well as the Astroworld estimated loss contingencies recorded in our Concerts segment in the first quarter of 2024.

The increase in operating income was $170.9 million at constant currency.

All of the segment financial comments to follow are based on reported foreign currency exchange rates.

Our Concerts segment revenue for the quarter decreased by $391 million, or 6%, from $7.0 billion in the third quarter of 2023 to $6.6 billion in the third quarter of 2024.

The revenue reduction was the result of fewer stadium shows and fans this quarter.

The total number of events for the third quarter of 2024 was approximately 12,800 compared to 12,100 in the third quarter of 2023, an increase of 700 events or 6%.

The number of fans for the quarter was 50 million compared to 52 million last year, a reduction of 2 million fans or 4%.

The decrease in activity largely resulted from the aforementioned change in stadium activity partially offset by more fans attending arena shows as well as theaters and clubs.

We saw double digit arena fan growth globally this quarter, most notably in the United States.

Some of the major acts touring in the third quarter of 2024 included Bruno Mars, Pink, Green Day, and Adele.

Our larger festivals in the quarter included Rock in Rio, Lollapalooza Chicago, Rock Werchter in Belgium and Reading and Leads in the United Kingdom.

Meanwhile, Concerts AOI for the quarter was $474

million compared to $341 million in the third quarter of 2023, for growth of $133 million or 39%.

Operating income margins increased from 3.2% in the third quarter of 2023 to 4.5% in the third quarter of 2024 while AOI margin for the third quarter of 2024 was 7.2% compared to 4.9% last year.

For the first nine months of 2024, Concerts revenue grew $561 million compared to the same period in 2023, from $13.9 billion to $14.4 billion.

For the first nine months of 2024, our Concerts fan count was nearly 112 million compared to 108 million for the same period in 2023, an increase of nearly 4 million fans or 3%.

Fan growth has been driven by more activity in arenas, our owned and operated amphitheaters as well as more theater and club content.

Onsite spending per fan at our United States amphitheater shows for same-store artists (those artists performing at least three amphitheater shows in either 2022 or 2023 compared to 2024) during the first nine months of 2024 is pacing ahead of full-year 2023 by 9%, driven by higher food and beverage and upsell spending.

For our larger festivals, the onsite spend growth has continued as well.

With roughly 85% of our festival events now played off, we have seen double-digit growth in per fan spend, driven largely by higher food and beverage and VIP sales.

Concerts AOI for the first nine months increased by $238 million, or 47%, compared to the same period in 2023, from $505 million to $743 million.

Operating income margins decreased from 1.5% for the first nine months of 2023 to 0.8% for the first nine months of 2024, which was impacted by the Astroworld estimated loss contingencies.

AOI margin for the first nine months of 2024 was 5.1% compared to 3.6% last year.

Our Ticketing segment revenue for the quarter decreased by $144 million, or 17%, from $838 million in the third quarter of 2023 to $694 million in the third quarter of 2024.

We sold approximately 83 million fee-bearing tickets in the third quarter of 2024 compared to 89 million tickets in the same period of the prior year.

Our revenue and ticket sales declined due to the unprecedented volume of stadium sales last year.

Despite the venue mix change, the third quarter was our fourth highest ever in terms of sales volume and our third highest ever with respect to GTV.

International Ticketing also had its single biggest sales day ever in September 2024 driven by outstanding demand for Coldplay tickets in Europe.

Ticketing AOI for the quarter was $236 million compared to $352 million last year for a reduction of $116 million or 33%.

For the first nine months of 2024, our Ticketing segment revenue declined by $72 million compared to the same period in 2023, from $2.2 billion to $2.1 billion.

Ticketing AOI for the first nine months of 2024 decreased by $92 million compared to the same period in 2023, from $904 million to $812 million.

For the first nine months of 2024, our fee-bearing ticket sales were 238 million tickets, 2 million behind 2023.

We have signed clients with over 24 million net new tickets so far this year, of which two-thirds are in our international markets, which demonstrates that our ticketing platforms’ features and functionalities continue to fuel growth.

Our Sponsorship & Advertising segment revenue for the quarter increased by $24 million, or 6%, from $367 million in the third quarter of 2023 to $390 million in the third quarter of 2024.

The improvement was largely due to growth in festival sponsorship income for Europe, Canada and Brazil where we hosted the Rock in Rio event this year.

For the first nine months of 2024, our sponsorship growth has been driven by new and expanded ticket access deals both in North America and in our international markets as well as from onsite sponsorships.

AOI for the quarter increased by $25 million, from $250 million in the third quarter of 2023 to $275 million in the third quarter of 2024.

For the first nine months of 2024, our Sponsorship & Advertising revenue grew $74 million compared to the same period in 2023, from $840 million to $914 million.

Sponsorship & Advertising AOI for the first nine months increased by $79 million compared to the same period in 2023, from $549 million to $628 million.

Our Concerts segment revenue for the quarter decreased by $395.3 million, or 14%, from $2.9 billion in the first quarter of 2024 to $2.5 billion in the first quarter of 2025.

The revenue decrease was largely the result of fewer arena shows in the United States, partially offset by more theater and club shows and fans in our international markets.

The number of events for the first quarter of 2025 was approximately 11,300, essentially flat compared to last year.

The number of fans for the quarter was 22.3 million compared to approximately 22.9 million last year, essentially even.

The slight decrease was largely in the United States while Latin America and Europe had double-digit increases.

Some of the notable acts touring in the first quarter included Shakira, Sabrina Carpenter, Coldplay and Chayanne.

Concerts AOI for the first quarter of 2025 was $6.6 million compared to a loss of $1.8 million in the first quarter of 2024.

Early in the second quarter, our ticket sales for events playing off in calendar year 2025 are pacing up double-digits compared to last year while our event related deferred revenue is also up double-digits, giving us confidence that we are positioned for another record Concerts year.

Our Ticketing segment revenue for the quarter decreased by $28.5 million, or 4%, from $723.2 million in the first quarter of 2024 to $694.7 million in the first quarter of 2025.

The decrease resulted from a decrease in ticket sales in North America,

driven by non-concerts activity levels, along with lower activity from non-Live Nation promoted concert events.

We sold approximately 77.5 million fee-bearing tickets in the first quarter of 2025 compared to 78.6 million tickets in the same period of the prior year, a decrease of 1%.

Ticket sale transactions for Live Nation promoted events rose by 7% in the quarter while sales for non-Live Nation activity declined by 3%.

As a result, Ticketing’s deferred tickets are up 8% year-over-year as of the end of the first quarter and GTV associated with those deferred tickets is up double digits.

In the first quarter of 2025, we signed 9.5 million net new tickets of which over 70% came from our international markets.

Despite the decline in Ticketing’s results for the quarter, the combination of deferred revenue and new client signings points to a successful overall year.

Our Sponsorship & Advertising segment revenue for the quarter increased by $4.8 million, or 2%, from $211.3 million in the first quarter of 2024 to $216.1 million in the first quarter of 2025.

The improvement was largely due to increased digital platform integration projects with clients in the United States, growth in our owned and operated venue sponsorship, and ticket access deals tied to high profile onsales in the first quarter of 2025.

AOI for the quarter increased by $6.0 million, from $130.0 million in the first quarter of 2024 to $136.0 million in the first quarter of 2025.

We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model:

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Consolidated Results of Operations

Three Months Ended September 30, % Change

As Reported Currency Impacts At Constant Currency** As Revised As Reported At Constant Currency**

(in thousands)

Revenue $ 7,651,087 $ 48,491 $ 7,699,578 $ 8,154,563 (6)% (6)%

Operating expenses:

Direct operating expenses 5,780,188 6,297,883 (8)%

Selling, general and administrative expenses 1,005,418 974,150 3%

Depreciation and amortization 137,001 130,653 5%

Gain on disposal of operating assets (3,968) (1,583) *

Corporate expenses 92,923 99,802 (7)%

Operating income 639,525 4,150 643,675 653,658 (2)% (2)%

Operating margin 8.4% 8.4% 8.0%

Interest expense 87,961 86,215

Interest income (36,067) (78,107)

Equity in losses (earnings) of nonconsolidated affiliates 13,987 (5,382)

Other expense (income), net (12,268) 19,251

Income before income taxes 585,912 631,681

Income tax expense 70,229 50,269

Net income 515,683 581,412

Net income attributable to noncontrolling interests 63,878 59,932

Net income attributable to common stockholders of Live Nation $ 451,805 $ 521,480

** Constant currency is a non-GAAP financial measure.

We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates.

We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.

Revenue decreased $503.5 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily due to decreased revenue in our Concerts segment of $391.2 million and in our Ticketing segment of $143.9 million, partially offset by a $23.5 million increase in our Sponsorship & Advertising segment as further discussed within each segment’s operating results.

Operating income

Operating income decreased $14.1 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily driven by a $116.5 million decrease in our Ticketing segment partially offset by increased operating income in our Concerts segment of $70.2 million and Sponsorship & Advertising segment of $27.1 million as further discussed within each segment’s operating results.

Interest income

Interest income decreased $42.0 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily attributed to lower rate of return on our cash and cash equivalents in 2024 and a decrease in our cash and cash equivalents balance.

Other expense (income), net

For the three months ended September 30, 2024, we had other income, net of $12.3 million which includes net foreign exchange rate gains of $12.1 million.

For the three months ended September 30, 2023, we had other expense, net of $19.3 million which includes net foreign exchange rate losses of $35.3 million, partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $18.8 million.

The net foreign exchange rate gains and losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.

Consolidated Results of Operations

Nine Months Ended September 30, % Change

As Reported Currency Impacts At Constant Currency** As Revised As Reported At Constant Currency**

Three Months Ended March 31, % Change

As Reported Currency Impacts At Constant Currency** As Reported As Reported At Constant Currency**

(in thousands)

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Corporate expenses 86,236 76,077 13%

Operating income 1,063,954 25,509 1,089,463 1,166,409 (9)% (7)%

Operating income (loss) 114,769 14,755 129,524 (41,390) * *

Operating margin 3.4% 3.7% (1.1)%

Interest expense 80,343 80,691

Loss on extinguishment of debt — 18,366

Interest income (34,061) (43,257)

Equity in losses (earnings) of nonconsolidated affiliates 8,527 (15,047)

Equity in earnings of nonconsolidated affiliates (479) (84)

Other expense (income), net 2,953 (77,054)

Income before income taxes 1,040,618 1,056,302

Income (loss) before income taxes 66,013 (1,686)

Income tax expense 19,711 41,019

Net income 849,206 929,232

Net income (loss) 46,302 (42,705)

Net income attributable to noncontrolling interests 23,099 11,770

Net income attributable to common stockholders of Live Nation $ 695,300 $ 789,827

Net income (loss) attributable to common stockholders of Live Nation $ 23,203 $ (54,475)

* Percentages are not meaningful.

** Constant currency is a non-GAAP financial measure.

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We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.

Revenue increased $566.4 million during the nine months ended September 30, 2024 as compared to the same period of the prior year driven by increased revenue in our Concerts segment of $560.7 million and Sponsorship & Advertising segment of $74.1 million, partially offset by a decrease in the Ticketing segment of $72.1 million, as further discussed within each segment’s operating results.

Revenue decreased $417.4 million during the three months ended March 31, 2025 as compared to the same period of the prior year driven by decreased revenue in our Concerts segment of $395.3 million and Ticketing segment of $28.5 million, partially offset by a $4.8 million increase in our Sponsorship & Advertising segment, as further discussed within each segment’s operating results.

Operating income

Operating income decreased $102.5 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by decreased operating income in our Concerts segment of $104.6 million and Ticketing segment of $93.4 million partially offset by increased operating income in our Sponsorship & Advertising segment of $90.5 million as further discussed within each segment’s operating results.

Interest income

Interest income decreased $51.1 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily attributed to lower rate of return on our cash and cash equivalents in 2024 and a decrease in our cash and cash equivalents balance.

Equity in losses (earnings) of nonconsolidated affiliates

Equity in losses (earnings) of nonconsolidated affiliates was losses of $8.5 million during the nine months ended September 30, 2024 as compared to earnings of $15.0 million for the comparable period of the prior year due to lower operating results from certain nonconsolidated affiliates.

Operating income increased $156.2 million during the three months ended March 31, 2025 as compared to the same period of the prior year primarily driven by a reduction in operating loss in our Concerts segment of $193.6 million, primarily associated with the nonrecurring Astroworld estimated loss contingencies of $185.9 million in the prior year, as well as increased operating income in our Sponsorship & Advertising segment of $7.9 million.

These were partially offset by decreased operating income in our Ticketing segment of $34.7 million, as further discussed within each segment’s operating results.

Other expense (income), net

For the nine months ended September 30, 2024, we had other income, net of $110.1 million which primarily includes mark to market adjustments for certain investments in nonconsolidated affiliates of $94.7 million and net foreign exchange rate gains of $14.7 million.

For the nine months ended September 30, 2023, we had other expense, net of $24.2 million which includes net foreign exchange rate losses of $65.1 million partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $45.3 million.

The net foreign exchange rate gains and losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.

For the three months ended March 31, 2025, we had other expense, net of $3.0 million which primarily includes net foreign exchange rate losses of $7.3 million.

For the three months ended March 31, 2024, we had other income, net of $77.1 million which includes mark to market adjustments for certain investments in nonconsolidated affiliates of $88.7 million,

partially offset by net foreign exchange rate losses of $11.8 million.

The net foreign exchange rate losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.

Income tax expense

For the nine months ended September 30, 2024, we had a net tax expense of $191.4 million on income before income taxes of $1.0 billion compared to a net tax expense of $127.1 million on an income before income taxes of $1.1 billion for the nine months ended September 30, 2023.

For the nine months ended September 30, 2024, the income tax expense consisted of $167.4 million related to foreign entities, $4.6 million related to United States federal taxes, and $19.4 million related to state and local income taxes.

The net increase in tax expense of $64.3 million was primarily due to higher income in certain non-United States jurisdictions.

For the three months ended March 31, 2025, we had a net tax expense of $19.7 million on income before income taxes of $66.0 million compared to a net tax expense of $41.0 million on a loss before income taxes of $1.7 million for the three months ended March 31, 2024.

For the three months ended March 31, 2025, the income tax expense consisted of $23.4 million related to foreign entities as well as income tax benefits of $3.5 million related to United States federal taxes and $0.2 million related to state and local income taxes.

The net decrease in tax expense of $21.3 million was primarily due to lower income in certain foreign jurisdictions.

Non-GAAP Measure

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thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.

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

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

2024 2023 2024 2023

As Revised As Revised

The following table sets forth the reconciliation of consolidated operating income (loss) to consolidated AOI for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

(in thousands)

Operating income (1)

$ 639,525 $ 653,658 $ 1,063,954 $ 1,166,409

Operating income (loss) $ 114,769 $ (41,390)

Acquisition expenses 29,757 30,557

5 unchanged sentences

Consolidated AOI $ 341,051 $ 362,507

$ 909,831 $ 871,189 $ 1,988,569 $ 1,764,200

(1) For the three and nine months ended September 30, 2023, the restatement increased our operating income and consolidated AOI by $35.1 million and $18.7 million, respectively.

See further discussion in Part I — Financial Information—Item 1.—Financial Statements—Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements.

Segment Overview

Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising.

Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising as discussed in Note 8 – Segments and Revenue Recognition.

Revenue and related costs for events are generally deferred and recognized when the event occurs.

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GTV represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge.

We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.

We use GTV and average ticket prices to understand trends in our service charge revenue and service charge revenue per ticket.

Ticketing direct operating expenses include call center costs and credit card fees, along with other costs.

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(in thousands except estimated events)

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North America (2)

9,664 9,080 26,831 23,500

International 4,230 4,026

2 unchanged sentences

North America (2)

32,900 34,192 66,978 60,323

International 13,255 12,039

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(2) North America refers to our events and fans within the United States and Canada.

(3) The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates.

(3) The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates along with tickets sold on our “do it yourself” platform.

This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters or venues control ticketing which are reported when the events occur.

The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform.

The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices.

These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.

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Three Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2024 2023 2024 2023

As Revised As Revised

(in thousands) (in thousands)

$ 6,580,595 $ 6,971,830 (6)% $ 14,447,009 $ 13,886,333 4%

(in thousands)

Revenue $ 2,484,076 $ 2,879,375 (14)%

Direct operating expenses (1)

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Gain on disposal of operating assets (2,198) (712) *

Operating income (3)

Operating loss (1)

$ (107,900) $ (301,490) 64%

Operating margin (4.3) % (10.5) %

$ 474,053 $ 340,904 39% $ 742,936 $ 504,694 47%

AOI $ 6,571 $ (1,811) *

AOI margin 0.3 % (0.1) %

* Percentages are not meaningful.

See further discussion in Part I — Financial Information—Item 1.—Financial Statements—Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the three and nine months ended September 30, 2023, the restatement decreased revenue by $2.5 million and $2.5 million, respectively.

For the three and nine months ended September 30, 2023, the restatement decreased direct operating expenses by $2.5 million and increased direct operating expenses by $2.6 million, respectively.

For the nine months ended September 30, 2023, the restatement decreased operating income and AOI by $5.1 million.

Concerts revenue decreased $391.2 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily due to fewer stadium shows partially offset by more arena shows.

Concerts had incremental revenue of $104.0 million during the three months ended September 30, 2024 from acquisitions and new venues.

Operating results

Concerts AOI increased $133.1 million and operating income increased $70.2 million for the three months ended September 30, 2024 as compared to the same period of the prior year.

The increase in AOI was primarily driven by lower direct operating expenses due to fewer stadium shows which were partially offset by a decrease in revenue discussed above.

The remaining change in operating income outside of AOI of $62.9 million is primarily associated with higher acquisition expenses of $58.2 million related to certain acquisition transactions.

Concerts revenue increased $560.7 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily due to increased show count and fan growth.

In particular, higher arena and amphitheater shows and related fan count partially offset by fewer stadium shows contributed to the increase in revenue.

Concerts had incremental revenue of $257.7 million during the nine months ended September 30, 2024 from acquisitions and new venues.

Concerts revenue decreased $395.3 million during the three months ended March 31, 2025 as compared to the same period of the prior year primarily due to fewer arena shows partially offset by more stadium shows.

Concerts had incremental revenue of $41.8 million during the three months ended March 31, 2025 from acquisitions and new venues.

Operating results

Concerts AOI increased $238.2 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by an increase in revenues from the number of shows discussed above partially offset by increased direct operating expenses to support increased show count and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses as well as incremental loss from acquisitions and new venues of $22.2 million.

The remaining change in operating income outside of AOI of $342.9 million is primarily associated with Astroworld estimated loss contingencies of $279.9 million and higher depreciation and amortization of $45.9 million related to capital expenditures incurred to support the increased operations.

Concerts AOI increased $8.4 million and operating loss decreased $193.6 million for the three months ended March 31, 2025 as compared to the same period of the prior year.

The increase in AOI was primarily driven by lower direct operating expenses due to fewer arena shows as well as a reduction in selling, general and administrative expenses.

These decreases in expenses were partially offset by a lower revenue discussed above.

The remaining change in operating loss outside of AOI of $185.2 million is primarily associated with the nonrecurring Astroworld estimated loss contingencies of $185.9 million in the prior year.

Our Ticketing segment operating results were, and discussions of significant variances are, as follows:

Three Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2024 2023 2024 2023

As Revised As Revised

(in thousands) (in thousands)

$ 693,704 $ 837,624 (17)% $ 2,147,559 $ 2,219,667 (3)%

(in thousands)

Revenue $ 694,672 $ 723,178 (4)%

Direct operating expenses 234,440 253,834 (8)%

262,773 279,238 (6)% 767,696 756,731 1%

Selling, general and administrative expenses 238,953 215,255 11%

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Operating income $ 195,846 $ 230,531 (15)%

$ 186,089 $ 302,635 (39)% $ 657,422 $ 750,849 (12)%

Operating margin 28.2 % 31.9 %

$ 235,704 $ 351,574 (33)% $ 812,352 $ 904,014 (10)%

AOI $ 253,059 $ 284,115 (11)%

AOI margin 36.4 % 39.3 %

* Percentages are not meaningful.

See further discussion in Part I — Financial Information—Item 1.—Financial Statements—Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the three months ended September 30, 2023, the restatement increased revenue by $5.0 million.

For the three and nine months ended September 30, 2023, the restatement decreased direct operating expenses by $30.1 million and $23.8 million, respectively.

For the three and nine months ended September 30, 2023, the restatement increased operating income and AOI by $35.1 million and $23.8 million, respectively.

Ticketing revenue decreased $143.9 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily due to a reduction in stadium shows partially offset by higher arena sales.

Operating results

The decrease in revenue discussed above were partially offset by lower direct operating expenses due to less stadium activity resulting in a decrease in AOI of $115.9 million and operating income decrease of $116.5 million during the three months ended September 30, 2024 as compared to the same period of the prior year.

Ticketing revenue decreased $72.1 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily due to a reduction in stadium shows partially offset by higher arena and amphitheater sales in 2024 as compared to 2023.

Ticketing revenue decreased $28.5 million during the three months ended March 31, 2025 as compared to the same period of the prior year primarily due to a reduction in primary and secondary ticket sales in North America.

Operating results

Ticketing AOI decreased $91.7 million and operating income decreased $93.4 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by lower revenue discussed above.

Ticketing AOI decreased $31.1 million and operating income decreased $34.7 million during the three months ended March 31, 2025 as compared to the same period of the prior year primarily driven by lower revenue discussed above as well as an increase in selling, general and administrative expenses attributable to increased compensation expenses from higher headcount as compared to prior year.

These were partially offset by a decrease in direct operating expenses due to lower revenue discussed above.

Sponsorship & Advertising

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Three Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2024 2023 2024 2023

(in thousands) (in thousands)

(in thousands)

Revenue $ 216,066 $ 211,277 2%

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* Percentages are not meaningful.

Sponsorship & Advertising revenue increased $23.5 million during the three months ended September 30, 2024 as compared to the same period of the prior year primarily driven by increased sponsorship activity from our international markets and onsite sponsorships.

Sponsorship & Advertising revenue increased $4.8 million during the three months ended March 31, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in the United States, notably for our owned and operated venues as well as ticket onsale deals.

Operating results

Sponsorship & Advertising AOI increased $25.1 million and operating income increased $27.1 million during the three months ended September 30, 2024 as compared to the same period of the prior year.

Sponsorship & Advertising AOI increased $6.0 million and operating income increased $7.9 million during the three months ended March 31, 2025 as compared to the same period of the prior year.

These increases were primarily due to increased revenues from sponsorship activity discussed above.

Sponsorship & Advertising revenue increased $74.1 million during the nine months ended September 30, 2024 as compared to the same period of the prior year primarily driven by increased sponsorship activity from our North America and international markets as well as from onsite sponsorships.

Operating results

Sponsorship & Advertising AOI increased $79.0 million and operating income increased $90.5 million during the nine months ended September 30, 2024 as compared to the same period of the prior year.

These increases were primarily due to higher sponsorship activity discussed above.

Liquidity and Capital Resources

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We may from time to time engage in open market purchases of our outstanding debt securities or redeem or otherwise repay such debt.

Our balance sheet reflects cash and cash equivalents of $5.5 billion at September 30, 2024 and $6.2 billion at December 31, 2023.

Included in the September 30, 2024 and December 31, 2023 cash and cash equivalents balances are $1.6 billion and $1.5 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges, which we refer to as client cash.

We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis.

Our foreign subsidiaries held approximately $2.7 billion in cash and cash equivalents, excluding client cash, at September 30, 2024.

Our balance sheet reflects cash and cash equivalents of $7.2 billion at March 31, 2025 and $6.1 billion at December 31, 2024.

Included in the March 31, 2025 and December 31, 2024 cash and cash equivalents balances are $1.6 billion and $1.6 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges, which we refer to as client cash.

We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis, though we may do so from time to time.

Our foreign subsidiaries held approximately $3.9 billion in cash and cash equivalents, excluding client cash, at March 31, 2025.

We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign withholding or transaction taxes on future repatriations.

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If the original maturity of these borrowings is 90 days or less, we present the borrowings and subsequent repayments on a net basis in the statement of cash flows to better represent our financing activities.

Our balance sheet reflects total net debt of $6.3 billion and $6.6 billion, respectively, at September 30, 2024 and December 31, 2023.

Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.6% at September 30, 2024, with approximately 93% of our debt at fixed rates.

Our weighted-average cost of debt for short-term borrowings outstanding at September 30, 2024, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.4%.

Our balance sheet reflects total net debt of $6.4 billion and $6.4 billion at March 31, 2025 and December 31, 2024, respectively.

Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.4% at March 31, 2025, with approximately 92% of our debt at fixed rates.

Our weighted-average cost of debt for short-term borrowings outstanding at March 31, 2025, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 5.7%.

Our cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of cash in our operating accounts and invested cash.

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Amended Senior Secured Credit Facility

Our senior secured credit facility provides for borrowings of up to $1.7 billion, which was amended on November 5, 2024 (see below), with a $250 million sublimit for the issuance of letters of credit and a $100 million for swingline borrowings.

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 $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.

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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 $21.9 million, $1.28 billion was available for future borrowings from our revolving credit facility as of September 30, 2024.

During the nine months ended September 30, 2024, we repaid $370 million of principal related to our revolving credit facility.

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

On October 31, 2024, we drew down $585 million from our senior secured revolving credit facility, and on November 1, 2024, we used these funds to repay the $575 million principal amount plus accrued interest on our 4.875% senior notes.

As a result of this drawdown, the 4.875% senior notes were classified as long-term debt as of September 30, 2024 due to utilizing our revolving credit facility for the payment which has a maturity date in 2029, as amended below.

On November 5, 2024, we amended our senior secured credit facility and entered into Amendment No.

12 (the “Amendment”) to our Credit Agreement, dated as of May 6, 2010 (as amended, restated, supplemented or modified prior to Amendment No.

12, the “Credit Agreement” and as amended by Amendment No.

12, the “Amended Credit Agreement”).

The Amendment added a venue expansion revolving credit facility of $400 million, which resulted in a total available borrowing capacity of $1.7 billion.

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

The new revolving credit facility matures on November 5, 2029, provided, that if (x) any of the term B loans, the Company’s 2027 senior secured notes, or the Company’s 2027 senior unsecured notes 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) the Company’s 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 new revolving credit facility will instead be such date.

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 March 31, 2025.

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.

Debt Covenants

As of September 30, 2024, we believe we were in compliance with all of our debt covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes.

As of March 31, 2025, we believe we were in compliance with all of our debt covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes.

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

During the nine months ended September 30, 2024, we completed various acquisitions that resulted in cash paid, net of cash acquired of $49.5 million.

During the three months ended March 31, 2025, we completed various acquisitions that resulted in cash paid, net of cash acquired of $31.3 million.

Capital Expenditures

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Our capital expenditures, including accruals for amounts incurred but not yet paid for, but net of expenditures funded by outside parties such as landlords and noncontrolling interest partners or expenditures funded by insurance proceeds, consisted of the following:

Nine Months Ended

September 30,

Three Months Ended

(in thousands)

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Total capital expenditures $ 140,880 $ 97,965

Revenue generating capital expenditures during the first nine months of 2024 increased from the same period of the prior year primarily due to enhancements at our theaters and amphitheaters in the United States as well as a stadium in South America.

We expect capital expenditures to be approximately $700 million for the year ending December 31, 2024 with approximately 75% of the capital expenditures on revenue generating projects.

Nine Months Ended

September 30,

Revenue generating capital expenditures during the first three months of 2025 increased from the same period of the prior year primarily due to venue expansion and enhancements across North America and Latin America.

We expect capital expenditures, net of expenditures funded by outside parties such as landlords and noncontrolling interest partners or expenditures funded by insurance proceeds, to be approximately $900 million to $1.0 billion for the year ending December 31, 2025 with approximately 85% dedicated to revenue generating projects, including $700 million to $800 million of spend relating to our venue expansion and enhancement plans.

Some of the more significant projects in 2025 include an extensive renovation of an arena in Hamilton, Ontario in Canada and the new Riverside Amphitheater outside of Kansas City, Missouri which will open in 2026.

In the third quarter of 2025, our new stadium in Bogota, Colombia will open, with capacity for 40,000 fans, further strengthening our presence in Latin America.

Approximately $200 million to $250 million of our capital expenditure estimate is being funded outside our cash flow by third party equity partners, sponsors, pre-selling certain premium rights and project-based debt.

Three Months Ended

(in thousands)

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Operating Activities

Cash provided by operating activities decreased $74.6 million for the nine months ended September 30, 2024 as compared to the same period of the prior year primarily due to lower net income, changes in the fair value of contingent consideration and higher gain on mark-to-market of investments partially offset by changes in operating assets and liabilities from timing of events on sale, payments and receipts.

Cash provided by operating activities increased $332.4 million for the three months ended March 31, 2025 as compared to the same period of the prior year primarily due to changes in operating assets and liabilities from timing of events on sale, payments and receipts as well as higher net income and lower gain on mark-to-market of investments in nonconsolidated affiliates.

Investing Activities

Cash used in investing activities increased $178.8 million for the nine months ended September 30, 2024 as compared to the prior year primarily due to higher purchases of property, plant and equipment in 2024 for revenue generating capital expenditures as well as higher cash paid for acquisitions, net of cash acquired.

Cash used in investing activities increased $46.7 million for the three months ended March 31, 2025 as compared to the same period of the prior year primarily due to higher cash paid for acquisitions, net of cash acquired as well as higher purchases of property, plant and equipment for revenue generating capital expenditures.

See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.

Financing Activities

Cash used in financing activities was $692.5 million for the nine months ended September 30, 2024 as compared to cash provided by financing activities of $44.9 million for the same period of the prior year primarily due to higher proceeds from long-term debt in 2023 from the issuance of our 3.125% convertible senior notes, which was partially offset by lower payments on long-term debt during 2024 compared to 2023.

Cash used in financing activities decreased $305.2 million for the three months ended March 31, 2025 as compared to the same period of the prior year primarily due to lower payments on long-term debt.

See “—Sources of Cash” above for further discussion.

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As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations.

We operate in certain countries that are hyper-inflationary, for example Argentina, however the impact of these currencies did not have a material impact on our statement of operations for the three and nine months ended September 30, 2024 and 2023.

Our foreign operations reported an operating income of $523.8 million for the nine months ended September 30, 2024.

We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the nine months ended September 30, 2024 by $52.4 million.

As of September 30, 2024, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and Mexican Peso.

Our foreign operations reported an operating income of $115.8 million for the three months ended March 31, 2025.

We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the three months ended March 31, 2025 by $11.6 million.

As of March 31, 2025, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and Mexican Peso.

This analysis does not consider the implication such currency fluctuations could have on the overall economic conditions of the United States or other foreign countries in which we operate or on the results of operations of our foreign entities.

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We primarily use forward currency contracts, in addition to options, to reduce our exposure to foreign currency risk associated with short-term artist fee commitments.

At September 30, 2024, we had forward currency contracts outstanding with an aggregate notional amount of $244.6 million.

At March 31, 2025, we had forward currency contracts outstanding with an aggregate notional amount of $708.1 million.

Interest Rate Risk

Our market risk is also affected by changes in interest rates.

We had $6.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of September 30, 2024.

We had $6.5 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of March 31, 2025.

Of the total amount, we had $6.0 billion of fixed-rate debt and $492.2 million of floating-rate debt.

Based on the amount of our floating-rate debt as of September 30, 2024, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $1.2 million.

This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of September 30, 2024 with no subsequent change in rates for the remainder of the period.

Based on the amount of our floating-rate debt as of March 31, 2025, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $1.2 million.

This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of March 31, 2025 with no subsequent change in rates for the remainder of the period.

In January 2020, we entered into an interest rate swap agreement that is designated as a cash flow hedge for accounting purposes to effectively convert a portion of our floating-rate debt to a fixed-rate basis.

The agreement was amended in February 2023 for the transition from LIBOR to SOFR.

The swap agreement expires in October 2026, has a notional amount of $500.0 million and ensures that a portion of our floating-rate debt does not exceed 3.445%.

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Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.

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, it does not expect the IRA to have a material impact on the 2024 financial statements.

We 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.

In 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.

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

While additional guidance is expected from the OECD in 2024, we do not expect The Pillar Two rules to have a material impact to our financial statement income or tax cash flows for the current period.

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

Based on the Company’s current analysis, the current Pillar Two rules do not have a material impact on the Company’s financial statements for the current period.

Critical Accounting Policies and Estimates

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Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025.

There have been no changes to our critical accounting policies during the nine months ended September 30, 2024.

There have been no changes to our critical accounting policies during the three months ended March 31, 2025.

Quantitative and Qualitative Disclosures About Market Risk

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis