What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-01 · 176 added, 91 removed, 260 unchanged (51% of the section changed)

15 unchanged sentences

Executive Overview

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 $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.

Our second quarter was a record for the Company, with operating income up 4% and AOI up 11% versus 2024.

We are confident of continued growth in the remainder of 2025, based on our strong line-up of stadium shows for the remainder of the year, coupled with our current deferred revenue balance of $5.9 billion as of June 30, 2025, which increased $1.1 billion or 23% compared to June 30, 2024.

For the second quarter of 2025, our consolidated revenue increased by 16% to $7.0 billion on a reported basis as compared to the same period last year.

On a constant-currency basis, the growth was 15%.

The growth came from our Concerts segment as a result of increased fan count and higher onsite spend.

Nearly 70% of the Concerts topline revenue growth came from our international markets, with the United Kingdom, mainland Europe and Asia all achieving more than 50% revenue growth.

Our consolidated operating income for the quarter increased by $20.8 million, or 4%, from $465.8 million in the second quarter of 2024 to $486.7 million in the second quarter of 2025, due to improved performance from our Concerts and Sponsorship segments.

The increase in operating income was $16.6 million, or 4%, at constant currency.

For the first six months of 2025, our consolidated revenue increased by $565.8 million on a reported basis, or 6%, compared to the same period last year, from $9.8 billion to $10.4 billion.

The increase was $624.9 million, or 6%, on a constant-currency basis.

Our consolidated operating income was $601.4 million for the first six months of 2025, compared to $424.4 million for the first six months of 2024, an increase of $177.0 million, or 42%.

The increase in operating income was $187.5 million, or 44%, on a constant-currency basis.

Consolidated AOI for the first six months increased by $60.7 million, or 6%, compared to the same period in 2024, from $1.08 billion to $1.14 billion.

The increase in AOI was $76.9 million, or 7%, on a constant-currency basis.

All of the segment financial information below in this Executive Overview is based on reported results and is not adjusted for changes in foreign currency exchange rates.

Our Concerts segment’s revenue for the quarter increased by $959.3 million, or 19%, from $5.0 billion in the second quarter of 2024 to $5.9 billion in the second quarter of 2025.

The revenue increase was largely the result of more stadium shows in our largest markets.

The overall number of events for the second quarter of 2025 was approximately 14,300, slightly lower

than last year.

However, the number of fans for the quarter grew by 5.3 million or 14%, from 38.9 million last year to 44.1 million this year.

The fan count growth was driven by our record year of stadium content and, as in the first quarter, our fan count growth was heavily driven by our international markets.

Some of the notable acts touring in the second quarter included Beyoncé, Shakira, Kendrick Lamar and Post Malone.

Our larger festivals in the quarter included EDC Vegas, Bottlerock and Download in the United Kingdom, which collectively hosted nearly 1 million fans.

Per fan spend in our amphitheaters grew driven by concession spending which is up 10%.

Concerts AOI for the second quarter increased $88.0 million or 33%, from $270.7 million in 2024 to $358.7 million in 2025.

As of June 30, 2025, our ticket sales for events playing off in calendar year 2025 are pacing up 7% compared to last year, while our event-related deferred revenue is our highest ever for the second quarter and up double-digits year-over-year, giving us confidence that we are positioned for another record Concerts year.

For the first six months of 2025, our Concerts segment’s revenue grew $564.0 million compared to the same period in 2024, from $7.9 billion to $8.4 billion.

Concerts fan count for the first half of the year was 66.5 million compared to 61.8 million for the same period in 2024, an improvement of 4.6 million fans or 7%.

Through the first six months of 2025, onsite spending at our United States amphitheater shows is pacing ahead of 2024 for the year driven by higher food and beverage spending.

For our larger festivals, with 40% of our festival events now played off, we have seen growth in per fan onsite spend, driven by higher food and beverage, merchandise and parking sales.

Concerts AOI for the first six months increased by $96.4 million, or 36%, compared to the same period in 2024, from $268.9 million to $365.3 million.

Our Ticketing segment’s revenue for the quarter increased by $12.0 million, or 2%, from $730.7 million in the second quarter of 2024 to $742.7 million in the second quarter of 2025.

We sold 83.3 million fee-bearing tickets in the second quarter of 2025 compared to 80.4 million in the same period of the prior year, an increase of 2.9 million tickets, or 4%, driven by our international markets.

AOI for the quarter was flat relative to the prior year as a result of geographic and venue mix as well.

Consumer demand in our ticketing business remains strong, particularly for concert events.

On a transacted basis through the end of July 2025, our primary ticket sales for concert events are up nearly 5 million tickets year-over-year globally, and the associated GTV is up over $1 billion, or 9%.

This increase is being partially offset by lower ticket sales for sports, arts and family events.

Ticketing’s deferred tickets are up over 5% year-over-year as of the end of the second quarter, and GTV associated with those deferred tickets is up double digits.

As of June 30, 2025, our deferred service fee revenue to be recognized in future periods was also up double digits versus the prior year and was our highest Ticketing deferred service fee revenue ever.

For the first six months of 2025, our Ticketing segment’s revenue decreased by $16.5 million compared to the same period in 2024, from $1.45 billion to $1.44 billion.

Ticketing AOI for the first six months of 2025 decreased by $33.5 million compared to the same period in 2024, from $576.6 million to $543.2 million.

Through June 30, 2025, our fee-bearing ticket sales were 160.8 million tickets, 1.8 million ahead of 2024.

We have signed clients with approximately 17 million net new tickets so far this year, of which over two-thirds are in our international markets, which gives us confidence our ticketing platforms’ features and functionalities are continuing to compete effectively.

Our Sponsorship & Advertising segment’s revenue for the quarter increased by $28.3 million, from $312.2 million in the second quarter of 2024 to $340.6 million in the second quarter of 2025.

AOI for the quarter increased by $5.0 million, from $222.6 million in the second quarter of 2024 to $227.6 million in the second quarter of 2025.

Growth in the quarter was driven by new access and content-related deals across multiple markets in Europe as well as Estadio GNP and the NASCAR event in Mexico.

This was partially offset by a calendarization shift in our festival events globally and a weather-related festival cancellation in the United States.

For the first six months of 2025, our Sponsorship & Advertising segment’s revenue grew $33.1 million compared to the same period in 2024, from $523.5 million to $556.6 million.

Sponsorship & Advertising AOI for the first six months increased by $11.0 million compared to the same period in 2024, from $352.6 million to $363.6 million.

On a full year basis, we expect AOI and operating margins to be in line with historical norms.

Our committed sponsorship sales are up over double-digits year-over-year and over 95% of our projected revenue for the year is accounted for, giving us confidence we will deliver double-digit growth for the year once again in our Sponsorship & Advertising segment.

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

1 unchanged sentence

Consolidated Results of Operations

Three Months Ended March 31, % Change

Three Months Ended June 30, % Change

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

7 unchanged sentences

Corporate expenses 147,719 86,216 71%

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

Operating income 486,653 (4,243) 482,410 465,819 4% 4%

Operating margin 6.9% 6.9% 7.7%

3 unchanged sentences

Other expense (income), net 36,380 (20,742)

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

Income before income taxes 420,386 456,392

Income tax expense 117,645 80,164

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

Net income 302,741 376,228

Net income attributable to noncontrolling interests 59,330 78,258

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

Net income attributable to common stockholders of Live Nation $ 243,411 $ 297,970

** 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 increased $983.2 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to increased revenue in our Concerts segment of $959.3 million, Ticketing segment of $12.0 million and Sponsorship & Advertising segment of $28.3 million, as further discussed within each segment’s operating results.

Operating income

Operating income increased $20.8 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily driven by increased operating income in our Concerts segment of $88.6 million and Sponsorship & Advertising segment of $6.2 million.

These were partially offset by certain acquisition expenses of $55.1 million as well as decreased operating income in our Ticketing segment of $11.5 million, as further discussed within each segment’s operating results.

Other expense (income), net

For the three months ended June 30, 2025, we had other expense, net of $36.4 million, which primarily consisted of net foreign exchange rate losses of $27.2 million.

For the three months ended June 30, 2024, we had other income, net of $20.7 million which included net foreign exchange rate gains of $14.4 million.

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

Consolidated Results of Operations

Six Months Ended June 30, % Change

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

(in thousands)

Revenue $ 10,388,758 $ 59,123 $ 10,447,881 $ 9,822,945 6% 6%

Operating expenses:

Direct operating expenses 7,465,693 7,059,549 6%

Selling, general and administrative expenses 1,782,266 1,907,781 (7)%

Depreciation and amortization 308,480 270,323 14%

Gain on disposal of operating assets (3,058) (1,430) *

Corporate expenses 233,955 162,293 44%

Operating income 601,422 10,511 611,933 424,429 42% 44%

Operating margin 5.8% 5.9% 4.3%

Interest expense 152,391 160,661

Interest income (71,954) (87,682)

Equity in earnings of nonconsolidated affiliates (4,747) (5,460)

Other expense (income), net 39,333 (97,796)

Income before income taxes 486,399 454,706

Income tax expense 137,356 121,183

Net income 349,043 333,523

Net income attributable to noncontrolling interests 82,429 90,028

Net income attributable to common stockholders of Live Nation $ 266,614 $ 243,495

* Percentages are not meaningful.

2 unchanged sentences

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 $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.

Revenue increased $565.8 million during the six months ended June 30, 2025 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $564.0 million and Sponsorship & Advertising segment of $33.1 million, partially offset by a $16.5 million decrease in our Ticketing segment, as further discussed within each segment’s operating results.

Operating income

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.

Operating income increased $177.0 million during the six months ended June 30, 2025 as compared to the same period of the prior year, primarily driven by increased operating income in our Concerts segment of $282.2 million and Sponsorship & Advertising segment of $14.0 million.

These were partially offset by certain acquisition expenses of $65.7 million as well as decreased operating income in our Ticketing segment of $46.2 million, as further discussed within each segment’s operating results.

Other expense (income), net

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.

For the six months ended June 30, 2025, we had other expense, net of $39.3 million, which primarily consisted of net foreign exchange rate losses of $34.5 million.

For the six months ended June 30, 2024, we had other income, net of $97.8 million, which primarily included mark to market adjustments for certain investments in nonconsolidated affiliates of

$88.8 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 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.

For the six months ended June 30, 2025, we had a net tax expense of $137.4 million on income before income taxes of $486.4 million compared to a net tax expense of $121.2 million on income before income taxes of $454.7 million for the six months ended June 30, 2024.

For the six months ended June 30, 2025, the income tax expense consisted of $93.8 million related to foreign entities, $34.3 million related to United States federal taxes and $9.3 million related to state and local income taxes.

The net increase in tax expense of $16.2 million was primarily due to higher income in certain foreign jurisdictions.

Non-GAAP Measure

10 unchanged sentences

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 (loss) to consolidated AOI for the three months ended March 31, 2025 and 2024:

Three Months Ended March 31,

The following table sets forth the reconciliation of consolidated operating income to consolidated AOI for the three and six months ended June 30, 2025 and 2024:

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

2025 2024 2025 2024

(in thousands)

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

Operating income $ 486,653 $ 465,819 $ 601,422 $ 424,429

Acquisition expenses 79,133 (30,035) 108,890 522

29 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2025 2024 2025 2024

(in thousands except estimated events)

1 unchanged sentence

North America (2)

9,024 9,990 16,089 17,167

International 5,268 4,688 9,498 8,714

2 unchanged sentences

North America (2)

23,214 23,187 32,266 34,078

International 20,935 15,706 34,189 27,744

16 unchanged sentences

Three Months Ended

(in thousands)

Change Six Months Ended

2025 2024 2025 2024

(in thousands) (in thousands)

Revenue $ 5,946,377 $ 4,987,039 19% $ 8,430,453 $ 7,866,414 7%

Direct operating expenses 4,925,497 4,114,715 20% 6,916,984 6,479,089 7%

1,991,487 2,364,374 (16)%

Selling, general and administrative expenses 708,364 664,853 7% 1,205,742 1,391,693 (13)%

1 unchanged sentence

Gain on disposal of operating assets (855) (780) 10% (3,053) (1,492) *

Operating loss (1)

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

Operating income (loss) $ 204,211 $ 115,605 77% $ 96,311 $ (185,885) *

Operating margin 3.4 % 2.3 % 1.1 % (2.4) %

2 unchanged sentences

* Percentages are not meaningful.

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.

Concerts revenue increased $959.3 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows.

Concerts had incremental revenue of $97.4 million during the three months ended June 30, 2025 from acquisitions and new venues.

Operating results

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.

Concerts AOI increased $88.0 million and operating income increased $88.6 million during the three months ended June 30, 2025 as compared to the same period of the prior year.

The increase in AOI was primarily driven by higher revenue as discussed above, partially offset by an increase in direct operating expenses to support more stadium shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses.

Concerts revenue increased $564.0 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows.

Concerts had incremental revenue of $139.3 million during the six months ended June 30, 2025 from acquisitions and new venues.

Operating results

Concerts AOI increased $96.4 million and operating income increased $282.2 million during the six months ended June 30, 2025 as compared to the same period of the prior year.

The increase in AOI was primarily driven by higher revenue as discussed above, partially offset by increased direct operating expenses to support more stadium shows and fan growth at events.

The remaining change in operating income outside of AOI of $185.8 million is primarily associated with the nonrecurring Astroworld estimated loss contingencies in the prior year, partially offset by higher acquisition expenses of $42.5 million, mostly due to contingent considerations changes in the prior year, as well as depreciation and amortization expense of $31.5 million related to capital expenditures incurred to support the increased operations and higher stock-based compensation of $29.5 million.

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

Three Months Ended

(in thousands)

Change Six Months Ended

2025 2024 2025 2024

(in thousands) (in thousands)

Revenue $ 742,696 $ 730,677 2% $ 1,437,368 $ 1,453,855 (1)%

8 unchanged sentences

* Percentages are not meaningful.

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.

Ticketing revenue increased $12.0 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to higher primary ticket sales in international markets.

Operating results

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.

Ticketing AOI decreased $2.4 million and operating income decreased $11.5 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily driven by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing.

These were partially offset by an increase in revenue discussed above.

Ticketing revenue decreased $16.5 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to a reduction in ticket sales in North America.

Operating results

Ticketing AOI decreased $33.5 million and operating income decreased $46.2 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily driven by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing as well as lower revenue discussed above.

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

2 unchanged sentences

Three Months Ended

(in thousands)

Change Six Months Ended

2025 2024 2025 2024

(in thousands) (in thousands)

Revenue $ 340,561 $ 312,234 9% $ 556,627 $ 523,511 6%

2 unchanged sentences

Depreciation and amortization 15,631 17,342 (10)% 29,865 33,082 (10)%

Loss on sale of operating assets — 17 *

Loss (Gain) on disposal of operating assets — (1) 100% — 16 (100)%

Operating income $ 209,188 $ 203,022 3% $ 328,759 $ 314,713 4%

2 unchanged sentences

AOI margin 66.8 % 71.3 % 65.3 % 67.4 %

* Percentages are not meaningful.

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.

Sponsorship & Advertising revenue increased $28.3 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in the United States and international markets, notably for our operated venues as well as ticket onsale deals.

Operating results

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.

Sponsorship & Advertising AOI increased $5.0 million and operating income increased $6.2 million during the three months ended June 30, 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 $33.1 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in the United States and international markets, notably for our operated venues as well as ticket onsale deals.

Operating results

Sponsorship & Advertising AOI increased $11.0 million and operating income increased $14.0 million during the six months ended June 30, 2025 as compared to the same period of the prior year.

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

Liquidity and Capital Resources

3 unchanged sentences

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 $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.

Our balance sheet reflects cash and cash equivalents of $7.1 billion and short-term investments of $57.6 million at June 30, 2025, and cash and cash equivalents of $6.1 billion at December 31, 2024.

Included in the June 30, 2025 and December 31, 2024 cash and cash equivalents balances are $1.7 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.

Our foreign subsidiaries held approximately $4.3 billion in cash and cash equivalents, excluding client cash, at June 30, 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.

1 unchanged sentence

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 $6.4 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 balance sheet reflects total net debt of $6.5 billion and $6.4 billion at June 30, 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 June 30, 2025, with approximately 91% of our debt at fixed rates.

Our weighted-average cost of debt for short-term borrowings outstanding at June 30, 2025, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.9%.

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.

5 unchanged sentences

For our Concerts segment, we often receive cash related to ticket revenue in advance of the event, which is recorded in deferred revenue until 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.

Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets.

In the United States, this cash is largely associated with events in our operated venues, notably amphitheaters, festivals, theaters and clubs.

Internationally, this cash is from a combination of both events in our operated venues, as well as events in third-party venues associated with our promoter’s share of tickets in allocation markets.

With the exception of some upfront costs and artist advances, which are recorded in prepaid expenses until the event occurs, we pay the majority of event-related expenses at or after the event.

11 unchanged sentences

We may need to incur additional debt or issue equity to make other strategic acquisitions or investments.

There can be no assurance that such financing will be available to us on acceptable terms or at all.

There can be no assurance that such

financing will be available to us on acceptable terms or at all.

We may make significant acquisitions in the near term, subject to limitations imposed by our financing agreements and market conditions.

21 unchanged sentences

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 $20.9 million, $1.68 billion was available for future borrowings from our revolving credit facility as of March 31, 2025.

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 June 30, 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 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.

As of June 30, 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 three months ended March 31, 2025, we completed various acquisitions that resulted in cash paid, net of cash acquired of $31.3 million.

During the six months ended June 30, 2025, we completed various acquisitions that resulted in cash paid, net of cash acquired of $50.1 million.

Capital Expenditures

7 unchanged sentences

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:

Three Months Ended

Six Months Ended

(in thousands)

2 unchanged sentences

Total capital expenditures $ 420,058 $ 308,337

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.

Revenue generating capital expenditures during the first six 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 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 the third quarter of 2025, we expect that our new stadium in Bogota, Colombia will open, with capacity for 40,000 fans, further strengthening our presence in Latin America.

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

Subsequent Event

On July 29, 2025, we entered into an amendment to the OCESA joint venture agreement amending the existing terms to accelerate the timing of CIE’s option to sell its 24% interest in OCESA to the Company and extended the timing on CIE’s option to sell its remaining 25% interest in OCESA by five years.

We also entered into a purchase agreement to acquire the 24% interest in OCESA from CIE for approximately $646 million, which is expected to close during the third quarter of 2025.

Six Months Ended

(in thousands)

4 unchanged sentences

Operating Activities

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.

Cash provided by operating activities increased $143.8 million for the six months ended June 30, 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 lower gain on mark-to-market of investments in nonconsolidated affiliates.

Investing Activities

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.

Cash used in investing activities increased $58.0 million for the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to higher purchases of property, plant and equipment for revenue generating capital expenditures partially offset by lower advances of notes receivable due to timing.

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

Financing Activities

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.

Cash used in financing activities decreased $144.5 million for the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to lower payments on long-term debt and higher purchases of noncontrolling interests.

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

6 unchanged sentences

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 months ended March 31, 2025 and 2024.

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.

We operate in certain countries that are hyper-inflationary, however the impact of these currencies did not have a material impact on our statement of operations for the three and six months ended June 30, 2025 and 2024.

Our foreign operations reported an operating income of $284.1 million for the six months ended June 30, 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 six months ended June 30, 2025 by $28.4 million.

As of June 30, 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.

1 unchanged sentence

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

At June 30, 2025, we had forward currency contracts outstanding with an aggregate notional amount of $637.7 million.

Interest Rate Risk

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

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

We had $6.5 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of June 30, 2025.

Of the total amount, we had $6.0 billion of fixed-rate debt and $559.7 million of floating-rate debt.

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.

Based on the amount of our floating-rate debt as of June 30, 2025, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $1.4 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 June 30, 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.

7 unchanged sentences

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.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025.

The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, the business interest expense limitation and makes modifications to the international tax framework.

The Company is assessing the impact of the OBBBA on our consolidated financial statements.

Critical Accounting Policies and Estimates

6 unchanged sentences

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 three months ended March 31, 2025.

There have been no changes to our critical accounting policies during the six months ended June 30, 2025.

Quantitative and Qualitative Disclosures About Market Risk

1 unchanged sentence

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