What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-11-04 compared with 2025-08-07 · 147 added, 127 removed, 309 unchanged (47% of the section changed)

15 unchanged sentences

Executive Overview

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.

Our third quarter was another record for the Company with operating income up 24% and AOI up 14% versus 2024.

With our largest quarter completed and the summer season wrapped, we are confident of hitting our 2025 goals.

Nearly all of our large venue content for the year is booked and our event-related deferred revenue balance of $3.5 billion is up $1.0 billion or 37% compared to September 30, 2024, demonstrating continued consumer demand for live concert experiences.

For the third quarter of 2025, revenues increased by $848.1 million, or 11%, on a reported basis as compared to the same period in 2024, from $7.7 billion to $8.5 billion.

The increase was $707.8 million, or 9%, 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.

Revenue growth for the quarter was largely driven by our Concerts segment with more fans and record stadium activity across over 50 markets.

Our operating income increased by 24% and AOI increased 14% versus 2024.

Revenues, operating income and AOI rose in all three of our reporting segments in the quarter as a result of higher fan count, higher ticket sales and more brand partnerships.

For the first nine months of 2025, our consolidated revenue increased by $1.4 billion, or 8%, compared to the same period in 2024, from $17.5 billion to $18.9 billion.

The increase was $1.3 billion, or 8%, on a constant currency basis.

We had consolidated operating income of $1.4 billion for the first nine months of 2025, an increase of $0.3 billion compared to the first nine months of 2024 at a reported and constant currency basis.

Consolidated AOI for the first nine months increased by $183.9 million, or 9%, compared to the same period in 2024, from $2.0 billion to $2.2 billion.

The increase was the same on a constant currency basis.

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

Our Concerts segment revenue for the quarter increased by $701.9 million, or 11%, from $6.6 billion in the third quarter of 2024 to $7.3 billion in the third quarter of 2025.

The revenue increase was largely the result of more stadium shows and fans this quarter.

Similar to the second quarter, the majority of Concerts’ revenue growth came from international markets, led by Mexico and the United Kingdom.

The total number of events for the third quarter of 2025 was approximately 12,300 compared to over 12,800 in the third quarter of 2024, a decrease of approximately 500 events or 4%.

The number of fans for the quarter was 51.3 million compared to 50.1 million last year, an increase of 1.2 million or 2% driven by double-digit growth in stadium

Some of the major acts touring in the third quarter of 2025 included Oasis, The Weeknd, Chris Brown and Blackpink.

Our larger festivals in the quarter included Lollapalooza Chicago, Ocean’s Calling in Maryland, Rock Werchter in Belgium and Lowlands in the Netherlands.

Meanwhile, Concerts AOI for the quarter was $514.2 million compared to $474.1 million in the third quarter of 2024, for growth of $40.1 million or 8%.

For the first nine months of 2025, Concerts revenue grew $1.3 billion compared to the same period in 2024, from $14.4 billion to $15.7 billion.

For the first nine months of 2025, our Concerts fan count was 117.8 million compared to 111.9 million for the same period in 2024, an increase of 5.9 million fans or 5%.

Fan growth has been driven by more activity in stadiums globally with nearly 30 million fans attending one of our stadium shows so far this year.

Onsite spending at our United States amphitheater shows for the first nine months of 2025 versus 2024 grew by 8% per fan for the season, driven by higher food and beverage spending.

For our larger festivals, we saw 6% growth in per fan spend, driven largely by higher food and beverage and VIP sales.

Concerts AOI for the first nine months increased by $136.5 million, or 18%, compared to the same period in 2024, from $742.9 million to $879.4 million.

Our Ticketing segment revenue for the quarter increased by $103.9 million, or 15%, from $693.7 million in the third quarter of 2024 to $797.6 million in the third quarter of 2025.

We sold 89.1 million fee-bearing tickets, on a reported basis net of refunds, in the third quarter of 2025 compared to 85.8 million tickets in the same period of the prior year, an increase of 3.3 million tickets, or 4%.

Two-thirds of the ticket sales growth occurred in North America with the remaining one-third came from our international markets.

Fee-bearing GTV increased by 12% globally in the quarter with North America up double digits while international GTV increased by 5%.

It was our second highest ever quarter for reported GTV and our fourth highest ever with respect to ticket volume.

Ticketing AOI for the quarter was $285.9 million compared to $235.7 million last year, an increase of $50.2 million or 21%.

For the first nine months of 2025, our Ticketing segment’s revenue increased by $87.4 million compared to the same period in 2024, from $2.1 billion to $2.2 billion.

Ticketing AOI for the first nine months of 2024 increased by $16.7 million compared to the same period in 2024, from $812.4 million to $829.1 million.

For the first nine months of 2025, our fee-bearing ticket sales, on a reported basis net of refunds, were 249.9 million tickets, which was 5.1 million ahead of 2024.

We have signed clients with 26.5 million of 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’s revenue for the quarter increased by $52.3 million, or 13%, from $390.3 million in the third quarter of 2024 to $442.7 million in the third quarter of 2025.

The growth was largely due to an increase in festival and venue sponsorship income for North America as well as festival and access growth for continental Europe.

For the first nine months of 2025, our sponsorship growth has been driven by new and expanded ticket access deals in our international markets as well as from onsite sponsorships globally.

AOI for the quarter increased by $37.7 million, from $275.3 million in the third quarter of 2024 to $313.1 million in the third quarter of 2025.

For the nine months of 2025, our Sponsorship & Advertising segment’s revenue grew $85.5 million, or 9%, compared to the same period in 2024, from $913.9 million to $999.3 million.

Sponsorship & Advertising AOI for the first nine months increased by $48.7 million, or 8%, compared to the same period in 2024, from $627.9 million to $676.6 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.

Our committed sponsorship sales are up over double-digits year-over-year and virtually all 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:

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Consolidated Results of Operations

Three Months Ended June 30, % Change

Three Months Ended September 30, % Change

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

11 unchanged sentences

Interest income (36,659) (36,067)

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

Equity in losses of nonconsolidated affiliates 5,209 13,987

Other expense (income), net 13,792 (12,268)

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Net income attributable to common stockholders of Live Nation $ 431,458 $ 451,805

* 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 $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.

Revenue increased $848.1 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to increased revenue in our Concerts segment of $701.9 million, Ticketing segment of $103.9 million and Sponsorship & Advertising segment of $52.3 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.

Operating income increased $152.9 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily driven by increased operating income in our Concerts segment of $91.2 million, Ticketing segment of $45.1 million and Sponsorship & Advertising segment of $34.2 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.

For the three months ended September 30, 2025, we had other expense, net of $13.8 million, which primarily consisted of net foreign exchange rate losses of $24.7 million partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $10.4 million.

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

Consolidated Results of Operations

Six Months Ended June 30, % Change

Nine Months Ended September 30, % Change

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

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Interest income (108,613) (123,749)

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

Equity in losses of nonconsolidated affiliates 462 8,527

Other expense (income), net 53,125 (110,064)

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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 $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.

Revenue increased $1.4 billion during the nine months ended September 30, 2025 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $1.3 billion, Ticketing segment of $87.4 million and Sponsorship & Advertising segment of $85.5 million, as further discussed within each segment’s operating results.

Operating income

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.

Operating income increased $329.9 million during the nine months ended September 30, 2025 as compared to the same period of the prior year, primarily driven by increased operating income in our Concerts segment of $373.4 million and Sponsorship & Advertising segment of $48.3 million.

These were partially offset by higher certain acquisition expenses of $78.0 million as well as decreased operating income in our Ticketing segment of $1.1 million, as further discussed within each segment’s operating results.

Other expense (income), net

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.

For the nine months ended September 30, 2025, we had other expense, net of $53.1 million, which primarily consisted of net foreign exchange rate losses of $59.2 million.

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

Income tax expense

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.

For the nine months ended September 30, 2025, we had a net tax expense of $389.2 million on income before income taxes of $1.2 billion compared to a net tax expense of $191.4 million on income before income taxes of $1.0 billion for the nine months ended September 30, 2024.

For the nine months ended September 30, 2025, the income tax expense consisted of $251.4 million related to foreign entities, $111.8 million related to United States federal taxes and $26.0 million related to state and local income taxes.

The net increase of $197.8 million is attributable to an increase in non-deductible expenses in the United States primarily related to legal matters as well as an increase in performance share awards vesting during 2025.

Net income attributable to noncontrolling interests

Net income attributable to noncontrolling interests decreased $25.0 million during the nine months ended September 30, 2025 as compared to the prior year primarily due to lower show activity from certain concert businesses during 2025 as compared to the prior year.

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 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 operating income to consolidated AOI 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

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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

Change Six Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2025 2024 2025 2024

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Gain on disposal of operating assets (14,850) (3,974) * (17,903) (5,466) *

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

Operating income $ 386,408 $ 295,171 31% $ 482,719 $ 109,286 *

Operating margin 5.3% 4.5% 3.1% 0.8%

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* Percentages are not meaningful.

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.

Concerts revenue increased $701.9 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows and fans.

Concerts had incremental revenue of $275.0 million during the three months ended September 30, 2025 from acquisitions and new venues.

Operating results

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.

Concerts AOI increased $40.1 million and operating income increased $91.2 million during the three months ended September 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.

The remaining change in operating income outside of AOI of $51.1 million is primarily associated with lower acquisition expenses of $73.6 million, mostly due to contingent consideration changes in the prior year, partially offset by higher depreciation and amortization expense of $23.8 million related to capital expenditures incurred to support the increased operations.

Concerts revenue increased $1.3 billion during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows and fans.

Concerts had incremental revenue of $412.8 million during the nine months ended September 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.

Concerts AOI increased $136.5 million and operating income increased $373.4 million during the nine months ended September 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.

The remaining change in operating income outside of AOI of $236.9 million is primarily associated with the nonrecurring Astroworld estimated loss contingencies in the prior year as well as lower acquisition expenses of $31.2 million, mostly due to contingent consideration changes in the prior year.

These were partially offset by higher depreciation and amortization expense of $55.2 million related to capital expenditures incurred to support the increased operations and higher stock-based compensation of $39.7 million.

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

Three Months Ended

Change Six Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2025 2024 2025 2024

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* Percentages are not meaningful.

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.

Ticketing revenue increased $103.9 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to higher primary ticket sales in North America and Latin America markets.

Operating results

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.

Ticketing AOI increased $50.2 million and operating income increased $45.1 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily driven by an increase in revenue discussed above partially offset by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing.

Ticketing revenue increased $87.4 million during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to higher primary ticket sales in North America and international markets.

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.

Ticketing AOI increased $16.7 million and operating income decreased $1.1 million during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily driven by higher revenue discussed above partially offset by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing.

Sponsorship & Advertising

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Three Months Ended

Change Six Months Ended

September 30, %

Change Nine Months Ended

September 30, %

2025 2024 2025 2024

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Depreciation and amortization 16,190 14,134 15% 46,055 47,216 (2)%

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

Loss on disposal of operating assets — 23 (100)% — 39 (100)%

Operating income $ 293,287 $ 259,058 13% $ 622,046 $ 573,771 8%

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AOI margin 70.7% 70.5% 67.7% 68.7%

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.

Sponsorship & Advertising revenue increased $52.3 million during the three months ended September 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in North America and mainland Europe, notably for our operated venues and festivals as well as ticket onsale deals.

Operating results

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.

Sponsorship & Advertising AOI increased $37.7 million and operating income increased $34.2 million during the three months ended September 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.

Sponsorship & Advertising revenue increased $85.5 million during the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in North America and international markets, notably for our operated venues and festivals 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.

Sponsorship & Advertising AOI increased $48.7 million and operating income increased $48.3 million during the nine months ended September 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.

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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 $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.

Our balance sheet reflects cash and cash equivalents of $6.8 billion and short-term investments of $67.6 million at September 30, 2025, and cash and cash equivalents of $6.1 billion at December 31, 2024.

Included in the September 30, 2025 and December 31, 2024 cash and cash equivalents balances are $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, 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 $4.3 billion in cash and cash equivalents, excluding client cash, at June 30, 2025.

Our foreign subsidiaries held approximately $4.1 billion in cash and cash equivalents, excluding client cash, at September 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.

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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 $6.5 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 balance sheet reflects total net debt of $7.4 billion and $6.4 billion at September 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 4.5% at September 30, 2025, with approximately 80.6% of our debt at fixed rates.

Our weighted-average cost of debt for short-term borrowings outstanding at September 30, 2025, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.4%.

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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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 June 30, 2025.

Based on our outstanding letters of credit of $20.5 million, $904.5 million was available for future borrowings from our revolving credit facility as of September 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 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.

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

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.

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

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

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

If we experience a fundamental change, as defined in the indenture governing the Notes, the holders of the 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 6.75x to 5.25x, with the first measurement occurring after the quarter ended March 31, 2026, the first step down of 0.50x occurring on March 31, 2027 and additional step downs of 0.50x 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 B loan 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.

During the nine months ended September 30, 2025, we completed various acquisitions that resulted in cash paid, net of cash acquired of $68.3 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:

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

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Total capital expenditures $ 680,819 $ 445,105

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.

Revenue generating capital expenditures during the first nine 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 $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, 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

Nine Months Ended

September 30,

(in thousands)

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Operating Activities

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.

Cash provided by operating activities increased $769.0 million for the nine months ended September 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 and higher deferred income taxes.

Investing Activities

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.

Cash used in investing activities increased $190.0 million for the nine months ended September 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 $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.

Cash used in financing activities decreased $369.7 million for the nine months ended September 30, 2025 as compared to the same period of the prior year primarily due to the draw down of $775.0 million from our revolving credit facility as well as lower payments on debt.

These were partially offset by higher purchases of noncontrolling interests including the acquisition of an additional 24% interest in OCESA from CIE.

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, 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.

Our foreign operations reported an operating income of $575.2 million for the nine months ended September 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 nine months ended September 30, 2025 by $57.5 million.

As of September 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.

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

At September 30, 2025, we had forward currency contracts outstanding with an aggregate notional amount of $471.7 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 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 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.

We had $7.4 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of September 30, 2025.

Of the total amount, we had $6.0 billion of fixed-rate debt and $1.4 billion of floating-rate debt.

Based on the amount of our floating-rate debt as of September 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 $3.6 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, 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.

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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

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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 six months ended June 30, 2025.

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

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Item 2. Management’s Discussion and Analysis