What changed in this filing

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Item 1. Financial Statements

2025-11-04 compared with 2025-08-07 · 130 added, 75 removed, 539 unchanged (28% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

ASSETS (in thousands)

45 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

10 unchanged sentences

Interest income ( 36,659 ) ( 36,067 ) ( 108,613 ) ( 123,749 )

Equity in earnings of nonconsolidated affiliates ( 4,268 ) ( 5,376 ) ( 4,747 ) ( 5,460 )

Equity in losses of nonconsolidated affiliates 5,209 13,987 462 8,527

Other expense (income), net 13,792 ( 12,268 ) 53,125 ( 110,064 )

21 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

16 unchanged sentences

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

Balances at March 31, 2025 232,157,838 $ 2,322 $ 1,906,145 $ ( 1,514,747 ) $ ( 6,865 ) $ ( 280,860 ) $ 691,810 $ 797,805 $ 1,311,555

Balances at June 30, 2025 232,351,848 $ 2,324 $ 1,788,393 $ ( 1,271,336 ) $ ( 6,865 ) $ ( 152,446 ) $ 567,847 $ 927,917 $ 1,377,665

Non-cash and stock-based compensation — — 39,538 — — — — 39,538 —

12 unchanged sentences

Foreign currency translation adjustments — — — — — ( 3,405 ) — ( 3,405 ) —

Balances at June 30, 2025 232,351,848 $ 2,324 $ 1,788,393 $ ( 1,271,336 ) $ ( 6,865 ) $ ( 152,446 ) $ 567,847 $ 927,917 $ 1,377,665

Balances at September 30, 2025 232,617,271 $ 2,326 $ 1,524,648 $ ( 839,878 ) $ ( 6,865 ) $ ( 158,891 ) $ 607,485 $ 1,128,825 $ 852,702

See Notes to Consolidated Financial Statements

21 unchanged sentences

Foreign currency translation adjustments — — — — — 187,410 — 187,410 —

Balances at June 30, 2025 232,351,848 $ 2,324 $ 1,788,393 $ ( 1,271,336 ) $ ( 6,865 ) $ ( 152,446 ) $ 567,847 $ 927,917 $ 1,377,665

Balances at September 30, 2025 232,617,271 $ 2,326 $ 1,524,648 $ ( 839,878 ) $ ( 6,865 ) $ ( 158,891 ) $ 607,485 $ 1,128,825 $ 852,702

See Notes to Consolidated Financial Statements

2 unchanged sentences

Live Nation Stockholders’ Equity

Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

Common Shares Issued Common Stock Additional Paid-In Capital Accumulated Deficit Cost of Shares Held in Treasury Accumulated Other Comprehensive Loss Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

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

Balances at March 31, 2024 230,197,707 $ 2,302 $ 2,308,595 $ ( 2,497,581 ) $ ( 6,865 ) $ 35,818 $ 584,019 $ 426,288 $ 947,025

Balances at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,199,611 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 508,074 $ 970,574

Non-cash and stock-based compensation — — 23,829 — — — — 23,829 —

4 unchanged sentences

Redeemable noncontrolling interests fair value adjustments — — ( 53,485 ) — — — — ( 53,485 ) 53,549

Contributions received — — — — — — 3,000 3,000 ( 28 )

Cash distributions — — — — — — ( 21,827 ) ( 21,827 ) ( 6,099 )

2 unchanged sentences

Net income — — — 451,805 — — 44,728 496,533 19,150

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

Unrealized loss on cash flow hedge — — — — — ( 8,062 ) — ( 8,062 ) —

Realized gain on cash flow hedge — — — — — ( 4,878 ) — ( 4,878 ) —

Foreign currency translation adjustments — — — — — ( 38,915 ) — ( 38,915 ) —

Balances at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,199,611 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 508,074 $ 970,574

Balances at September 30, 2024 230,993,354 $ 2,310 $ 2,214,938 $ ( 1,747,806 ) $ ( 6,865 ) $ ( 174,611 ) $ 641,777 $ 929,743 $ 1,023,907

See Notes to Consolidated Financial Statements

19 unchanged sentences

Foreign currency translation adjustments — — — — — ( 191,011 ) — ( 191,011 ) —

Balances at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,199,611 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 508,074 $ 970,574

Balances at September 30, 2024 230,993,354 $ 2,310 $ 2,214,938 $ ( 1,747,806 ) $ ( 6,865 ) $ ( 174,611 ) $ 641,777 $ 929,743 $ 1,023,907

See Notes to Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

11 unchanged sentences

Provision for uncollectible accounts receivable 19,385 ( 1,101 )

Loss (Gain) on mark-to-market of investments in nonconsolidated affiliates and crypto assets 133 ( 100,153 )

Loss (Gain) on forward currency exchange contracts 31,584 ( 8,019 )

Gain on mark-to-market of investments in nonconsolidated affiliates and crypto assets ( 10,341 ) ( 100,048 )

Gain on sale of operating and fixed assets ( 19,390 ) ( 3,064 )

Other, net ( 7,424 ) ( 8,554 )

3 unchanged sentences

Increase in accounts payable, accrued expenses and other liabilities 1,019,909 586,960

Increase in deferred revenue 1,888,292 1,516,217

Decrease in deferred revenue ( 4,498 ) ( 288,566 )

Net cash provided by operating activities 1,449,046 680,052

2 unchanged sentences

Collections of notes receivable 21,600 22,789

Disposal of operating assets, net of cash sold 25,232 4,829

Investments made in nonconsolidated affiliates ( 29,225 ) ( 34,479 )

6 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from long-term debt, net of debt issuance costs 62,764 886

Payments on long-term debt including extinguishment costs ( 103,625 ) ( 377,132 )

Proceeds from debt, net of debt issuance costs 948,154 2,038

Payments on debt including extinguishment costs ( 110,526 ) ( 384,567 )

Contributions from noncontrolling interests 14,002 3,000

7 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash 363,479 ( 82,947 )

Net increase in cash, cash equivalents and restricted cash 963,491 170,584

Net increase (decrease) in cash, cash equivalents and restricted cash 656,978 ( 738,153 )

Cash, cash equivalents and restricted cash at beginning of period 6,106,109 6,238,956

29 unchanged sentences

We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding.

As of June 30, 2025 and December 31, 2024, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 1.0 billion and $ 839.9 million of assets and $ 775.7 million and $ 577.6 million of liabilities, respectively, related to VIEs included in our balance sheets.

As of September 30, 2025 and December 31, 2024, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 802.5 million and $ 839.9 million of assets and $ 753.0 million and $ 577.6 million of liabilities, respectively, related to VIEs included in our balance sheets.

None of our VIEs are significant on an individual basis.

2 unchanged sentences

The carrying amount of our cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.

Included in the June 30, 2025 and December 31, 2024 cash and cash equivalents balance is $ 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 (“client cash”), which amounts are to be remitted to these clients.

Included in the September 30, 2025 and December 31, 2024 cash and cash equivalents balance is $ 2.1 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 (“client cash”), which amounts are to be remitted to these clients.

These amounts due to our clients are included in accounts payable, client accounts.

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

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

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

The financial reporting implications of the Act were recorded in the income tax provision for the three and nine months ended September 30, 2025.

Accounting Standards Updates (ASU)

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We adopted this guidance prospectively for all joint venture formations with a formation date on or after January 1, 2025.

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

The adoption did not and is not expected to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-08, "Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60):

5 unchanged sentences

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

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

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

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

We are required to adopt these disclosures for our annual reporting period ending December 31, 2025.

This guidance may be applied retrospectively.

We do not expect the adoption to have a material impact on our consolidated financial statements.

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

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

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

We are currently evaluating this guidance and we expect the adoption will result in additional disclosures.

In September 2025, the FASB issued ASU 2025-07, “ Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, ” which expands Topic 815 scope exceptions to include contracts for which settlement is based on operations or activities specific to one of the parties to the contract.

This guidance also clarifies how Topic 606 applies for share-based payments received as noncash consideration from customers.

This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within those annual reporting periods, with early adoption permitted and is to be applied either prospectively to new contracts entered into on or after the date of adoption, or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings as of the beginning of the annual reporting period of adoption for contracts existing as of the beginning of the annual reporting period of adoption.

We are currently evaluating the impact of adopting this guidance and we do not expect the adoption to have a material impact on our consolidated financial statements.

NOTE 2— LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL

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For certain projects with significant expected costs and an extended construction period, we capitalize interest.

For the six months ended June 30, 2025, we recorded $ 6.4 million of capitalized interest.

For the nine months ended September 30, 2025, we recorded $ 12.0 million of capitalized interest.

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

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Definite-lived Intangible Assets

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2025:

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the nine months ended September 30, 2025:

contracts Client /

21 unchanged sentences

Net change 4,938 ( 38,816 ) ( 9,835 ) 49,606 ( 6,627 ) ( 734 )

Balance as of June 30, 2025:

Balance as of September 30, 2025:

Gross carrying amount

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(2) Other primarily includes netdowns of fully amortized or impaired assets as well as mark-to-market adjustments of crypto assets.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of an artist management business and a concert promotion business, both located in Latin America, as well as a festival promotion business located in Europe.

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

The 2025 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:

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All categories 6

Amortization of definite-lived intangible assets for the three months ended June 30, 2025 and 2024 was $ 64.7 million and $ 61.7 million, respectively, and for the six months ended June 30, 2025 and 2024 was $ 124.7 million and $ 123.7 million, respectively.

Amortization of definite-lived intangible assets for the three months ended September 30, 2025 and 2024 was $ 68.3 million and $ 61.3 million, respectively, and for the nine months ended September 30, 2025 and 2024 was $ 193.0 million and $ 185.0 million, respectively.

As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary.

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the six months ended June 30, 2025:

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the nine months ended September 30, 2025:

Concerts Ticketing Sponsorship

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Foreign exchange 6,342 35,992 61,143 103,477

Balance as of June 30, 2025:

Balance as of September 30, 2025:

Goodwill 1,585,014 1,000,971 691,094 3,277,079

4 unchanged sentences

Investments in Nonconsolidated Affiliates

At June 30, 2025 and December 31, 2024, we had investments in nonconsolidated affiliates of $ 483.5 million and $ 504.2 million, respectively, included in other long-term assets on our consolidated balance sheets.

At September 30, 2025 and December 31, 2024, we had investments in nonconsolidated affiliates of $ 492.9 million and $ 504.2 million, respectively, included in other long-term assets on our consolidated balance sheets.

NOTE 3— LEASES

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Supplemental cash flow information for our operating leases is as follows:

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Lease assets obtained in exchange for lease obligations, net of terminations $ 234,390 $ 200,039

As of June 30, 2025, we have additional operating leases that have not yet commenced, with total lease payments of $ 872.4 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from August 2025 to June 2030, with lease terms ranging from 7 to 39 years.

As of September 30, 2025, we have additional operating leases that have not yet commenced, with total lease payments of $ 1.3 billion.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from October 2025 to June 2030, with lease terms ranging from 5 to 49 years.

NOTE 4— LONG-TERM DEBT

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

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

1 unchanged sentence

Term loan B $ 821,608 $ 828,163

Revolving credit facility 775,000 —

6.5% Senior Secured Notes due 2027 1,200,000 1,200,000

12 unchanged sentences

Total long-term debt, net $ 6,106,712 $ 6,177,168

__________________

(1) As of June 30, 2025, the current portion includes the full principal amount of the 3.125 % convertible senior notes due 2029 (the “2029 Notes”) as, in accordance with the 2029 Notes indenture, the closing price of our common stock achieved specified targets during the three months ended June 30, 2025, which gives the holders of the 2029 Notes the option to surrender all or any portion of the 2029 Notes.

(1) As of September 30, 2025, the current portion includes the full principal amount of the 3.125 % convertible senior notes due 2029 (the “2029 Notes”) as, in accordance with the 2029 Notes indenture, the closing price of our common stock achieved specified targets during the three months ended September 30, 2025, which gives the holders of the 2029 Notes the option to surrender all or any portion of the 2029 Notes.

The Company can elect to settle any surrendered 2029 Notes with common stock and/or cash.

The surrender window is currently from July 1, 2025 through September 30, 2025 and may be extended at each quarter end thereafter depending on our future stock price.

The surrender window is currently from October 1, 2025 through December 31, 2025 and may be extended at each quarter end thereafter depending on our future stock price.

All debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above.

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

As of June 30, 2025, other debt includes $ 275.0 million for a note due in 2026 related to an acquisition of a venue in the United States during the first quarter of 2023 and $ 135.3 million for a Euro denominated note due in 2025.

As of September 30, 2025, other debt includes $ 275.0 million for a note due in 2026 related to an acquisition of a venue in the United States during the first quarter of 2023 and $ 136.1 million for a Euro denominated note due in 2025.

Debt Extinguishment

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

Subsequent Events

2.875% Convertible Senior Notes due 2031

On October 10, 2025, we issued $ 1.4 billion aggregate principal amount of 2.875 % Convertible Senior Notes due 2031 (the “Notes”).

In conjunction with this issuance, we intend to use the net proceeds from the Notes, together with borrowings under the new senior secured credit facility detailed below, (i) to fund the redemption (the “Redemption”) in full of all of the Company’s 2026 Notes, (ii) to repay in full amounts outstanding under the Company’s term loan B facility and the revolving credit facilities under the Company’s existing senior secured credit facility, (iii) to pay related fees and expenses in connection with the uses described in clauses (i) and (ii), and (iv) for general corporate purposes.

Interest on the Notes is payable semi-annually in arrears on April 15 and October 15, beginning on April 15, 2026, at a rate of 2.875 % per annum.

The Notes will mature on October 15, 2031, unless earlier repurchased, redeemed or converted.

The Notes will be convertible, under certain circumstances, until July 15, 2031, and on or after such date without condition, at an initial conversion rate of 4.4459 shares of our common stock per $ 1,000 principal amount of notes, subject to adjustment.

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

We may redeem for cash all or any portion of the Notes, at our option, on or after October 20, 2028 and before the 41 st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture.

The redemption price will equal 100 % of the principal amount of the notes plus accrued interest, if any.

If we experience a fundamental change, as defined in the indenture governing the Notes, the holders of the Notes may require us to purchase for cash all or a portion of the Notes, subject to specified exceptions, at a repurchase price equal to the principal amount of the Notes plus accrued and unpaid interest, if any.

5.625% Senior Notes due 2026 Note Redemption

In connection with the Redemption, on October 9, 2025, the Company issued a notice of conditional full redemption to redeem the 2026 Notes on November 8, 2025 (the “Redemption Date”) at a redemption price determined in accordance with the indenture governing the 2026 Notes plus accrued and unpaid interest, if any, to, but excluding, the Redemption Date.

Senior Secured Credit Facility

On August 14, 2025, we drew down $ 775.0 million from our existing senior secured credit facility primarily to finance the acquisition of an additional 24 % interest in OCESA from CIE and for other general corporate purposes.

This borrowing was fully repaid in October 2025.

On October 21, 2025, we amended, amended and restated and refinanced, our existing senior secured credit facility and entered into an amended and restated credit agreement (the “2025 Credit Agreement”).

The 2025 Credit Agreement provides for, among other things, (i) a $ 1.3 billion term loan B facility (the “new term loan B facility”) , (ii) a $ 700.0 million delayed draw term loan A facility (the “new delayed draw term loan A facility”), (iii) a $ 1.3 billion multicurrency revolving credit facility (the “new multicurrency revolving credit facility”), and (iv) a $ 400.0 million venue expansion revolving credit facility (the “new venue expansion revolving credit facility” and together with the new multicurrency revolving credit facility, the “new revolving credit facilities”).

We are required to pay a commitment fee of 0.35 % per year on the undrawn portion available under the new revolving facilities and the new delayed draw term loan A facility, and customary letter of credit fees, as necessary.

The 2025 Credit Agreement contains a financial covenant that requires us to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the 2025 Credit Agreement) that ranges from 6.75 x to 5.25 x, with the first measurement occurring after the quarter ended March 31, 2026, the first step down of 0.50 x occurring on March 31, 2027 and additional step downs of 0.50 x occurring annually thereafter.

The new revolving facilities and new delayed draw term loan A facility mature on October 21, 2030 if certain conditions are met in accordance with the 2025 Credit Agreement.

The new term loan B facility matures on October 21, 2032.

Upon closing of the 2025 Credit Agreement, the new term loan B facility of $ 1.3 billion was fully drawn while the new delayed draw term loan A facility and the new revolving credit facilities were undrawn.

NOTE 5— FAIR VALUE MEASUREMENTS

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Estimated Fair Value

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Level 1 Level 2 Total Level 1 Level 2 Total

4 unchanged sentences

Interest rate swaps $ — $ 13,511 $ 13,511 $ — $ 29,251 $ 29,251

Forward currency contracts — 3,072 3,072 — 9,462 9,462

Total $ 68,933 $ 20,553 $ 89,486 $ — $ 38,713 $ 38,713

Forward currency contracts $ — $ 25,574 $ 25,574 $ — $ 380 $ 380

Total $ — $ 25,574 $ 25,574 $ — $ 380 $ 380

___________________

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The fair value for our interest rate swaps are based upon inputs corroborated by observable market data with similar tenors.

Fair values for forward currency contracts are based on observable market transactions of spot and forward rates.

Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs.

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Estimated Fair Value at

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

(in thousands)

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___________________

(1) During the six months ended June 30, 2025, we repurchased the remaining aggregate principal amount.

(1) During the nine months ended September 30, 2025, we repurchased the remaining aggregate principal amount.

Refer to Note 4 – Long-Term Debt for further discussion.

1 unchanged sentence

Non-recurring

For the six months ended June 30, 2025, there were no significant non-recurring fair value measurements.

For the six months ended June 30, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $ 31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $ 32.6 million, as a component of other income, net.

For the nine months ended September 30, 2025, there were no significant non-recurring fair value measurements.

For the nine months ended September 30, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $ 31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $ 38.5 million, as a component of other income, net.

To calculate the gain on the investment, we remeasured the investment to fair value of $ 142.2 million using an observable price from orderly transactions for a similar investment of the same issuer.

We remeasured the warrant to fair value of $ 62.2 million using an option pricing model.

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

For the nine months ended September 30, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $ 24.4 million, as a component of other income, net.

The gain was related to the acquisition of a controlling interest in a concert business, which was previously accounted for as an equity-method investment.

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

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

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

Certain states also seek unspecified damages for their citizens.

Twenty-four states also seek damages for their citizens allegedly caused by anticompetitive ticketing practices.

As of this date, discovery is substantially completed.

The 24 states seeking damages have disclosed a damages study asserting that the allegedly anticompetitive ticketing practices raised ticketing fees.

The Company contests that the alleged overcharge (the amount of which is subject to a confidentiality order) has occurred or was caused by anticompetitive conduct.

The Company intends to file summary judgment motions in November 2025.

Trial is currently set for March 2026.

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

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

Discovery is underway with trial date currently set for March 2026.

Nevertheless, the defense or resolution of this matter could involve significant monetary costs or penalties and have a significant impact on the Company’s financial results and operations.

There can be no assurance that the Company will be successful in negotiating a favorable settlement or in litigation.

Any remedies or compliance requirements could adversely affect the Company’s ability to operate our business or have a materially adverse impact on the Company’s financial results.

At this stage, we are unable to estimate a reasonably possible financial loss or range of any potential financial loss, if any, as a result of this litigation.

Antitrust Litigation

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In January 2025, the Company filed a motion to dismiss the lawsuit, which was granted in part and denied in part in April 2025.

Class certification briefing is underway.

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

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

Federal Trade Commission Complaint

In September 2025, the United States Federal Trade Commission (the “FTC”), joined by the attorneys general of seven states, filed a lawsuit against Live Nation Entertainment, Inc.

and Ticketmaster L.L.C.

in the Central District of California.

The plaintiffs allege that Live Nation and Ticketmaster advertised ticket prices to consumers that were deceptively lower than prices displayed at checkout, deceived consumers about the enforcement of advertised event ticket purchase limits and facilitated the sale of tickets unlawfully acquired by ticket brokers.

The plaintiffs also allege that the Company violated the Better Online Ticket Sales Act and Section 5 of the FTC Act, as well as various state consumer protection statutes.

The plaintiffs seek injunctive relief, statutory penalties and restitution for consumers.

Based on information presently known to management, we do not believe that a loss is probable of occurring at this time, and considerable uncertainty exists regarding the monetary penalties or other relief that the FTC could obtain in litigation.

The Company will vigorously defend itself.

Other Litigation

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Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2025:

The following table presents changes in the components of AOCI, net of taxes, for the nine months ended September 30, 2025:

Cash Flow Hedge Cumulative Foreign Currency Translation Adjustments Total

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Net other comprehensive income (loss) ( 11,189 ) 187,410 176,221

Balance at June 30, 2025 $ 13,369 $ ( 165,815 ) $ ( 152,446 )

Balance at September 30, 2025 $ 10,329 $ ( 169,220 ) $ ( 158,891 )

Earnings Per Share

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 15,495,549 2,147,167 15,495,989 11,392,312

Transactions with Noncontrolling Interest Partners

During the three months ended June 30, 2025, we paid $ 122.2 million to purchase a portion of the noncontrolling interest in certain subsidiaries in Europe.

Transactions with Noncontrolling and Redeemable Noncontrolling Interest Partners

During the nine months ended September 30, 2025, we paid $ 122.3 million to purchase a portion of the noncontrolling interest in certain subsidiaries in Europe.

We also acquired an additional 24 % interest in OCESA from CIE, which resulted in a decrease of $ 746.1 million in redeemable noncontrolling interest.

NOTE 8— SEGMENTS AND REVENUE RECOGNITION

12 unchanged sentences

Other segments items are direct operating expenses and selling, general and administrative expenses (excluding acquisition expenses, amortization of non-recoupable ticketing contract advance, Astroworld estimated loss contingencies and stock-based compensation expense) which represents the difference between each operating segment’s revenue and AOI.

The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2025 and 2024:

The following table presents the results of operations for our reportable segments for the three and nine months ended September 30, 2025 and 2024:

Concerts Ticketing Sponsorship

1 unchanged sentence

(in thousands)

Three Months Ended June 30, 2025

Three Months Ended September 30, 2025

Revenue $ 7,282,473 $ 797,572 $ 442,689 $ ( 23,591 ) $ — $ 8,499,143

3 unchanged sentences

Intersegment revenue $ 12,727 $ 7,211 $ 3,653 $ ( 23,591 ) $ — $ —

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Revenue $ 6,580,595 $ 693,704 $ 390,345 $ ( 13,557 ) $ — $ 7,651,087

3 unchanged sentences

Intersegment revenue $ 7,268 $ 6,289 $ — $ ( 13,557 ) $ — $ —

Six Months Ended June 30, 2025

Nine Months Ended September 30, 2025

Revenue $ 15,712,926 $ 2,234,940 $ 999,316 $ ( 59,281 ) $ — $ 18,887,901

3 unchanged sentences

Intersegment revenue $ 38,191 $ 17,437 $ 3,653 $ ( 59,281 ) $ — $ —

Six Months Ended June 30, 2024

Nine Months Ended September 30, 2024

Revenue $ 14,447,009 $ 2,147,559 $ 913,856 $ ( 34,392 ) $ — $ 17,474,032

3 unchanged sentences

Intersegment revenue $ 19,671 $ 14,546 $ 175 $ ( 34,392 ) $ — $ —

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

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

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

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

2025 2024 2025 2024

9 unchanged sentences

Contract Advances

At June 30, 2025 and December 31, 2024, we had ticketing contract advances of $ 159.7 million and $ 158.1 million, respectively, recorded in prepaid expenses and $ 140.8 million and $ 128.9 million, respectively, recorded in long-term advances on the consolidated balance sheets.

At September 30, 2025 and December 31, 2024, we had ticketing contract advances of $ 216.4 million and $ 158.1 million, respectively, recorded in prepaid expenses and $ 139.4 million and $ 128.9 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At June 30, 2025, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.5 billion of revenue related to future benefits to be provided by us.

At September 30, 2025, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.4 billion of revenue related to future benefits to be provided by us.

We expect to recognize, based on current projections, approximately 12 %, 41 %, 25 % and 22 % of this revenue in the remainder of 2025, 2026, 2027 and thereafter, respectively.

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

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and six months ended June 30, 2025 and 2024:

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and nine months ended September 30, 2025 and 2024:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements