Live Nation Entertainment, Inc. 10-Q

Item 1. Financial Statements LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED) September 30, 2025 December 31, 2024 ASSETS (in thousands) Current assets Cash and cash equivalents $ 6,750,548 $ 6,095,424 Accounts receivable, less allowance of $ 75,975 and $ 72,663 , respectively 2,606,747 1,747,316 Prepaid expenses 1,525,485 1,247,184 Restricted cash 12,539 10,685 Other current assets 412,502 189,528 Total current assets 11,307,821 9,290,137 Property, plant and equipment, net 3,121,609 2,441,872 Operating lease assets 1,757,740 1,618,033 Intangible assets Definite-lived intangible assets, net 1,064,105 985,812 Indefinite-lived intangible assets, net 369,012 380,558 Goodwill 2,841,716 2,620,911 Long-term advances 600,365 520,482 Other long-term assets 1,825,451 1,780,966 Total assets $ 22,887,819 $ 19,638,771 LIABILITIES AND EQUITY Current liabilities Accounts payable, client accounts $ 2,418,554 $ 1,859,678 Accounts payable 355,427 242,978 Accrued expenses 3,803,822 3,057,334 Deferred revenue 4,064,154 3,721,092 Current portion of long-term debt, net 1,250,813 260,901 Current portion of operating lease liabilities 160,458 153,406 Other current liabilities 222,345 62,890 Total current liabilities 12,275,573 9,358,279 Long-term debt, net 6,106,712 6,177,168 Long-term operating lease liabilities 1,870,718 1,680,266 Other long-term liabilities 653,289 477,763 Commitments and contingent liabilities (see Note 6) Redeemable noncontrolling interests 852,702 1,126,302 Stockholders' equity Common stock 2,326 2,313 Additional paid-in capital 1,524,648 2,059,746 Accumulated deficit ( 839,878 ) ( 1,546,819 ) Cost of shares held in treasury ( 6,865 ) ( 6,865 ) Accumulated other comprehensive loss ( 158,891 ) ( 335,112 ) Total Live Nation stockholders' equity 521,340 173,263 Noncontrolling interests 607,485 645,730 Total equity 1,128,825 818,993 Total liabilities and equity $ 22,887,819 $ 19,638,771 See Notes to Consolidated Financial Statements 2 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands except share and per share data) Revenue $ 8,499,143 $ 7,651,087 $ 18,887,901 $ 17,474,032 Operating expenses: Direct operating expenses 6,437,700 5,780,188 13,903,393 12,839,737 Selling, general and administrative expenses 1,008,038 1,005,418 2,790,304 2,913,199 Depreciation and amortization 165,600 137,001 474,080 407,324 Gain on disposal of operating assets ( 14,851 ) ( 3,968 ) ( 17,909 ) ( 5,398 ) Corporate expenses 110,205 92,923 344,160 255,216 Operating income 792,451 639,525 1,393,873 1,063,954 Interest expense 80,291 87,961 232,682 248,622 Interest income ( 36,659 ) ( 36,067 ) ( 108,613 ) ( 123,749 ) 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 ) Income before income taxes 729,818 585,912 1,216,217 1,040,618 Income tax expense 251,840 70,229 389,196 191,412 Net income 477,978 515,683 827,021 849,206 Net income attributable to noncontrolling interests 46,520 63,878 128,949 153,906 Net income attributable to common stockholders of Live Nation $ 431,458 $ 451,805 $ 698,072 $ 695,300 Basic net income per common share available to common stockholders of Live Nation $ 0.74 $ 1.72 $ 0.83 $ 2.21 Diluted net income per common share available to common stockholders of Live Nation $ 0.73 $ 1.66 $ 0.82 $ 2.18 Weighted average common shares outstanding: Basic 232,043,356 230,374,307 231,706,216 229,923,989 Diluted 234,752,332 245,319,968 234,725,805 235,928,752 Reconciliation to net income available to common stockholders of Live Nation: Net income attributable to common stockholders of Live Nation $ 431,458 $ 451,805 $ 698,072 $ 695,300 Accretion of redeemable noncontrolling interests ( 259,850 ) ( 54,536 ) ( 505,745 ) ( 186,970 ) Net income available to common stockholders of Live Nation—basic $ 171,608 $ 397,269 $ 192,327 $ 508,330 Convertible debt interest, net of tax — 10,790 — 6,971 Net income available to common stockholders of Live Nation—diluted $ 171,608 $ 408,059 $ 192,327 $ 515,301 See Notes to Consolidated Financial Statements 3 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Net income $ 477,978 $ 515,683 $ 827,021 $ 849,206 Other comprehensive income, net of tax: Unrealized gain (loss) on cash flow hedge 427 ( 8,062 ) ( 826 ) 3,320 Realized gain on cash flow hedge ( 3,467 ) ( 4,878 ) ( 10,363 ) ( 14,370 ) Foreign currency translation adjustments ( 3,405 ) ( 38,915 ) 187,410 ( 191,011 ) Comprehensive income 471,533 463,828 1,003,242 647,145 Comprehensive income attributable to noncontrolling interests 46,520 63,878 128,949 153,906 Comprehensive income attributable to common stockholders of Live Nation $ 425,013 $ 399,950 $ 874,293 $ 493,239 See Notes to Consolidated Financial Statements 4 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Live Nation Stockholders’ Equity 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 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 — Common stock issued under stock plans, net of shares withheld for employee taxes 234,306 2 ( 33,083 ) — — — — ( 33,081 ) — Exercise of stock options 31,117 — 1,611 — — — — 1,611 — Acquisitions — — — — — — 14,921 14,921 1,951 Purchases of noncontrolling interests — — ( 9,278 ) — — — 1,591 ( 7,687 ) ( 782,404 ) Redeemable noncontrolling interests fair value adjustments — — ( 262,533 ) — — — — ( 262,533 ) 262,963 Contributions received — — — — — — 2,738 2,738 — Cash distributions — — — — — — ( 26,083 ) ( 26,083 ) ( 5,897 ) Other — — — — — — 1,192 1,192 ( 2,817 ) Comprehensive income (loss): Net income — — — 431,458 — — 45,279 476,737 1,241 Unrealized gain on cash flow hedge — — — — — 427 — 427 — Realized gain on cash flow hedge — — — — — ( 3,467 ) — ( 3,467 ) — Foreign currency translation adjustments — — — — — ( 3,405 ) — ( 3,405 ) — 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 5 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Live Nation Stockholders’ Equity 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 December 31, 2024 231,295,639 $ 2,313 $ 2,059,746 $ ( 1,546,819 ) $ ( 6,865 ) $ ( 335,112 ) $ 645,730 $ 818,993 $ 1,126,302 Cumulative effect of change in accounting principle — — — 8,869 — — — 8,869 — Non-cash and stock-based compensation — — 128,871 — — — — 128,871 — Common stock issued under stock plans, net of shares withheld for employee taxes 967,166 9 ( 119,675 ) — — — — ( 119,666 ) — Exercise of stock options 171,906 2 5,052 — — — — 5,054 — Repurchase of 2.0% convertible senior notes due 2025 182,560 2 ( 4 ) — — — — ( 2 ) — Acquisitions — — — — — — 118,034 118,034 76,441 Purchases of noncontrolling interests — — ( 17,353 ) — — — ( 143,448 ) ( 160,801 ) ( 839,960 ) Redeemable noncontrolling interests fair value adjustments — — ( 531,989 ) — — — — ( 531,989 ) 532,743 Contributions received — — — — — — 10,983 10,983 3,019 Cash distributions — — — — — — ( 125,395 ) ( 125,395 ) ( 71,404 ) Other — — — — — — ( 5,427 ) ( 5,427 ) 3,620 Comprehensive income (loss): Net income — — — 698,072 — — 107,008 805,080 21,941 Unrealized loss on cash flow hedge — — — — — ( 826 ) — ( 826 ) — Realized gain on cash flow hedge — — — — — ( 10,363 ) — ( 10,363 ) — Foreign currency translation adjustments — — — — — 187,410 — 187,410 — 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 6 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) Live Nation Stockholders’ Equity 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 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 — Common stock issued under stock plans, net of shares withheld for employee taxes 30,770 — ( 2,322 ) — — — — ( 2,322 ) — Exercise of stock options 250,641 3 6,520 — — — — 6,523 — Acquisitions — — — — — — 17,216 17,216 9,606 Purchases of noncontrolling interests — — ( 363 ) — — — — ( 363 ) ( 21,283 ) 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 ) Other — — — — — — 4,420 4,420 ( 1,562 ) Comprehensive income (loss): Net income — — — 451,805 — — 44,728 496,533 19,150 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 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 7 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) 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 (in thousands, except share data) (in thousands) Balances at December 31, 2023 229,785,241 $ 2,298 $ 2,367,918 $ ( 2,443,106 ) $ ( 6,865 ) $ 27,450 $ 604,305 $ 552,000 $ 859,930 Non-cash and stock-based compensation — — 86,969 — — — — 86,969 — Common stock issued under stock plans, net of shares withheld for employee taxes 530,107 5 ( 40,878 ) — — — — ( 40,873 ) — Exercise of stock options 678,006 7 19,335 — — — — 19,342 — Acquisitions — — — — — — 54,594 54,594 45,378 Purchases of noncontrolling interests — — ( 29,692 ) — — — ( 15,264 ) ( 44,956 ) ( 32,296 ) Redeemable noncontrolling interests fair value adjustments — — ( 188,714 ) — — — — ( 188,714 ) 189,366 Contributions received — — — — — — 3,000 3,000 — Cash distributions — — — — — — ( 126,054 ) ( 126,054 ) ( 73,780 ) Other — — — — — — 5,182 5,182 ( 2,583 ) Comprehensive income (loss): Net income — — — 695,300 — — 116,014 811,314 37,892 Unrealized gain on cash flow hedge — — — — — 3,320 — 3,320 — Realized gain on cash flow hedge — — — — — ( 14,370 ) — ( 14,370 ) — Foreign currency translation adjustments — — — — — ( 191,011 ) — ( 191,011 ) — 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 8 Table of Contents LIVE NATION ENTERTAINMENT, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Nine Months Ended September 30, 2025 2024 (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 827,021 $ 849,206 Reconciling items: Depreciation 281,122 221,841 Amortization of definite-lived intangibles 192,958 185,483 Amortization of non-recoupable ticketing contract advances 61,971 62,237 Deferred income taxes 69,419 ( 14,059 ) Amortization of debt issuance costs and discounts 13,392 13,168 Stock-based compensation expense 126,912 85,450 Unrealized changes in fair value of contingent consideration 17,012 ( 22,453 ) Equity in losses of nonconsolidated affiliates, net of distributions 16,525 20,586 Provision for uncollectible accounts receivable 19,385 ( 1,101 ) 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 ) Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: Increase in accounts receivable ( 753,810 ) ( 565,093 ) Increase in prepaid expenses and other assets ( 401,117 ) ( 341,941 ) Increase in accounts payable, accrued expenses and other liabilities 1,019,909 586,960 Decrease in deferred revenue ( 4,498 ) ( 288,566 ) Net cash provided by operating activities 1,449,046 680,052 CASH FLOWS FROM INVESTING ACTIVITIES Advances of notes receivable ( 58,543 ) ( 92,895 ) 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 ) Purchases of property, plant and equipment ( 709,797 ) ( 491,750 ) Cash paid for acquisition of right-of-use assets ( 20,800 ) — Cash paid for acquisitions, net of cash acquired ( 68,334 ) ( 49,456 ) Proceeds from sale of intangible assets 20,040 — Other, net ( 12,940 ) ( 1,836 ) Net cash used in investing activities ( 832,767 ) ( 642,798 ) CASH FLOWS FROM FINANCING ACTIVITIES 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 Distributions to noncontrolling interests ( 196,799 ) ( 199,834 ) Purchases of noncontrolling interests, net ( 851,183 ) ( 69,935 ) Proceeds from exercise of stock options 5,054 19,342 Taxes paid for net share settlement of equity awards ( 119,666 ) ( 40,873 ) Payments for deferred and contingent consideration ( 10,984 ) ( 21,581 ) Other, net ( 832 ) ( 50 ) Net cash used in financing activities ( 322,780 ) ( 692,460 ) Effect of exchange rate changes on cash, cash equivalents and restricted cash 363,479 ( 82,947 ) 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 Cash, cash equivalents and restricted cash at end of period $ 6,763,087 $ 5,500,803 See Notes to Consolidated Financial Statements 9 Table of Contents LIVE NATION ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) NOTE 1— BASIS OF PRESENTATION AND OTHER INFORMATION Preparation of Interim Financial Statements The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. Seasonality Our Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the second and third quarters as our outdoor venue concerts and festivals primarily occur from May through October in most major markets. Our Ticketing segment revenue is impacted by fluctuations in the availability and timing of events for sale to the public, which vary depending upon scheduling by our clients. Cash flows from our Concerts segment typically have a slightly different seasonality as partial payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale. These artist fees and production costs are expensed when the event occurs. Once tickets for an event go on sale, we generally begin to receive payments from ticket sales in advance of when the event occurs. In the United States, this cash is largely associated with events in our operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoters’ share of tickets in allocation markets. We record these ticket sales as revenue when the event occurs. Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year. We expect our seasonality trends to evolve as we continue to expand our global operations. Variable Interest Entities In the normal course of business, we enter into joint ventures or make investments in companies that will allow us to expand our core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct activities that most significantly impact the economic performance of the entity and have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities we believe most significantly impact the economic performance of our VIEs include the unilateral ability to approve the annual budget, to terminate key management and to approve entering into agreements with artists, among others. We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding. 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. Cash and Cash Equivalents Our cash and cash equivalents are primarily invested in demand deposits, short-term time deposits and money market funds. 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. 10 Table of Contents 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. Income Taxes We account for income taxes using the liability method, which results in deferred tax assets and liabilities based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. We assess the realizability of our deferred tax assets, considering all relevant factors, at each reporting period. As almost all earnings from our continuing foreign operations are permanently reinvested and not distributed, our income tax provision does not include additional United States state and foreign withholding or transaction taxes on those foreign earnings that would be incurred if they were distributed. It is not practicable to determine the amount of state and foreign income taxes, if any, that might become due in the event that any remaining available cash associated with these earnings were distributed. The FASB guidance for income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. We have established a policy of including interest related to tax loss contingencies in income tax expense (benefit) in the statements of operations. 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) In August 2023, the FASB issued ASU 2023-05, “ Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement ,” which requires joint ventures to initially measure all contributions received upon its formation at fair value. 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 our consolidated financial statements. In December 2023, the FASB issued ASU 2023-08, "Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets," which requires measurement of crypto assets at fair value each reporting period with changes in fair value recognized on the income statement. This guidance also requires disclosure on significant holdings, contractual sale restrictions and changes during the reporting period of crypto assets. We adopted ASU 2023-08 on January 1, 2025 under the modified retrospective method and recorded a $ 8.9 million decrease to the opening balance of accumulated deficit and a corresponding increase to intangible assets. We do not engage in speculative investment activities related to crypto assets. In December 2023, the FASB issued ASU 2023-09, “ Income Taxes (Topic 740): Improvements to Income Tax Disclosures ,” which prescribes standardized categories and disaggregation of information in the reconciliation of provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements. 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): Disaggregation of Income Statement Expenses ,” which requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. The guidance also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. The guidance is to be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating this guidance and we expect the adoption will result in additional disclosures. 11 Table of Contents 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. 12 Table of Contents NOTE 2— LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL Property, Plant and Equipment, Net Property, plant and equipment includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements, along with the renewal and improvement of existing venues and technology systems, web development and administrative offices. For certain projects with significant expected costs and an extended construction period, we capitalize 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: September 30, 2025 December 31, 2024 (in thousands) Land, buildings and improvements $ 2,641,482 $ 2,325,929 Computer equipment and capitalized software 969,201 867,294 Furniture and other equipment 891,178 757,803 Construction in progress 779,330 386,880 Property, plant and equipment, gross 5,281,191 4,337,906 Less: accumulated depreciation 2,159,582 1,896,034 Property, plant and equipment, net $ 3,121,609 $ 2,441,872 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 nine months ended September 30, 2025: Revenue- generating contracts Client / vendor relationships Venue management Trademarks and naming rights Technology and other (1) Total (in thousands) Balance as of December 31, 2024: Gross carrying amount $ 819,594 $ 567,572 $ 231,180 $ 162,488 $ 26,237 $ 1,807,071 Accumulated amortization ( 339,298 ) ( 286,381 ) ( 76,945 ) ( 104,968 ) ( 13,667 ) ( 821,259 ) Net 480,296 281,191 154,235 57,520 12,570 985,812 Gross carrying amount: Acquisitions and additions—current year 35,092 170,240 7,729 2,241 945 216,247 Foreign exchange 66,840 19,203 6,229 7,787 759 100,818 Other (2) ( 130,021 ) ( 41,820 ) ( 15,055 ) ( 63,794 ) 12,652 ( 238,038 ) Net change ( 28,089 ) 147,623 ( 1,097 ) ( 53,766 ) 14,356 79,027 Accumulated amortization: Amortization ( 78,760 ) ( 72,653 ) ( 22,504 ) ( 11,120 ) ( 7,921 ) ( 192,958 ) Foreign exchange ( 26,019 ) ( 7,781 ) ( 2,488 ) ( 3,084 ) ( 299 ) ( 39,671 ) Other (2) 109,717 41,618 15,157 63,810 1,593 231,895 Net change 4,938 ( 38,816 ) ( 9,835 ) 49,606 ( 6,627 ) ( 734 ) Balance as of September 30, 2025: Gross carrying amount 791,505 715,195 230,083 108,722 40,593 1,886,098 Accumulated amortization ( 334,360 ) ( 325,197 ) ( 86,780 ) ( 55,362 ) ( 20,294 ) ( 821,993 ) Net $ 457,145 $ 389,998 $ 143,303 $ 53,360 $ 20,299 $ 1,064,105 __________________ (1) Other primarily includes crypto assets and intangible assets for non-compete agreements. (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, concert and festival promotion businesses in Europe and an artist management business in the United States. 13 Table of Contents The 2025 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows: Weighted-Average Life (years) Revenue-generating contracts 5 Client/vendor relationships 7 Trademarks and naming rights 5 Venue management 5 All categories 6 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. Goodwill 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 & Advertising Total (in thousands) Balance as of December 31, 2024: Goodwill $ 1,462,102 $ 964,221 $ 629,951 $ 3,056,274 Accumulated impairment losses ( 435,363 ) — — ( 435,363 ) Net 1,026,739 964,221 629,951 2,620,911 Acquisitions—current year 116,844 758 — 117,602 Acquisitions—prior year ( 274 ) — — ( 274 ) Foreign exchange 6,342 35,992 61,143 103,477 Balance as of September 30, 2025: Goodwill 1,585,014 1,000,971 691,094 3,277,079 Accumulated impairment losses ( 435,363 ) — — ( 435,363 ) Net $ 1,149,651 $ 1,000,971 $ 691,094 $ 2,841,716 Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisitions of an artist management business and a concert promotion business, both located in Latin America, as well as a concert and festival promotion business located in Europe. We are in various stages of finalizing our acquisition accounting for recent acquisitions, which may include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and our allocation between segments. Investments in Nonconsolidated Affiliates 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. 14 Table of Contents NOTE 3— LEASES The significant components of operating lease expense are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Operating lease expense $ 73,558 $ 64,543 $ 220,743 $ 197,051 Variable and short-term lease expense 83,003 74,936 157,943 148,848 Sublease income ( 1,972 ) ( 1,447 ) ( 5,319 ) ( 4,560 ) Net lease expense $ 154,589 $ 138,032 $ 373,367 $ 341,339 Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables. Contingent rent obligations, including those related to subsequent changes in the prevailing index or market rate after lease inception, are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved. Supplemental cash flow information for our operating leases is as follows: Nine Months Ended September 30, 2025 2024 (in thousands) Cash paid for amounts included in the measurement of lease liabilities $ 176,531 $ 212,983 Lease assets obtained in exchange for lease obligations, net of terminations $ 234,390 $ 200,039 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. 15 Table of Contents NOTE 4— LONG-TERM DEBT Long-term debt, which includes finance leases, consisted of the following: September 30, 2025 December 31, 2024 (in thousands) Senior Secured Credit Facility: 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 3.75% Senior Secured Notes due 2028 500,000 500,000 5.625% Senior Notes due 2026 300,000 300,000 4.75% Senior Notes due 2027 950,000 950,000 2.0% Convertible Senior Notes due 2025 — 83,957 3.125% Convertible Senior Notes due 2029 1,000,000 1,000,000 2.875% Convertible Senior Notes due 2030 1,100,000 1,100,000 Other debt 753,411 529,257 Total principal amount 7,400,019 6,491,377 Less: unamortized discounts and debt issuance costs ( 42,494 ) ( 53,308 ) Total debt, net of unamortized discounts and debt issuance costs 7,357,525 6,438,069 Less: current portion (1) 1,250,813 260,901 Total long-term debt, net $ 6,106,712 $ 6,177,168 __________ (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 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. Other Debt 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. Upon 16 Table of Contents 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. 17 Table of Contents NOTE 5— FAIR VALUE MEASUREMENTS Recurring The following table shows the fair value of our significant financial assets that are required to be measured at fair value on a recurring basis. Estimated Fair Value September 30, 2025 December 31, 2024 Level 1 Level 2 Total Level 1 Level 2 Total (in thousands) Assets: Short-term investments $ 67,599 $ — $ 67,599 $ — $ — $ — Crypto assets (1) $ 14,366 $ — $ 14,366 $ — $ — $ — Interest rate swaps $ — $ 13,511 $ 13,511 $ — $ 29,251 $ 29,251 ___________________ (1) Refer to Note 1 – Basis of Presentation and Other Information — Accounting Standards Updates for further discussion on the adoption of ASU 2023-08. Short-term investments consist of money market funds and have original maturities beyond three months but less than one year. Crypto assets consist of cryptocurrencies. Fair values for short-term investments and crypto assets are based on quoted prices in an active market. The fair value for our interest rate swaps are based upon inputs corroborated by observable market data with similar tenors. Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. Our debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs as defined in the FASB guidance. The following table presents the estimated fair values of our senior secured notes, senior notes and convertible senior notes: Estimated Fair Value at September 30, 2025 December 31, 2024 Level 2 (in thousands) 6.5% Senior Secured Notes due 2027 $ 1,213,212 $ 1,213,896 3.75% Senior Secured Notes due 2028 $ 488,580 $ 472,635 5.625% Senior Notes due 2026 $ 300,192 $ 299,529 4.75% Senior Notes due 2027 $ 944,110 $ 919,049 2.0% Convertible Senior Notes due 2025 (1) $ — $ 103,032 3.125% Convertible Senior Notes due 2029 $ 1,620,490 $ 1,365,560 2.875% Convertible Senior Notes due 2030 $ 1,223,673 $ 1,105,852 ___________________ (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. The estimated fair value of our third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs. 18 Table of Contents Non-recurring 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 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. To calculate the gain, we remeasured the investment to fair value of $ 35.9 million using the income approach method. The key inputs in these fair value measurements include a future cash flow projection, including revenue, profit margins, and adjustment related to discount for lack of marketability. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs. 19 Table of Contents NOTE 6— COMMITMENTS AND CONTINGENT LIABILITIES Litigation Department of Justice Complaint In May 2024, the United States Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation Entertainment, Inc. and Ticketmaster in the United States District Court for the Southern District of New York alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. The 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. 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. 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 The Company is a defendant in three putative antitrust consumer class actions alleging violations of federal and state antitrust laws, among other causes of action. In Heckman, et al. v. Live Nation Entertainment, et al., filed in the Central District of California in January 2022, the District Court denied defendants’ motion to compel arbitration in August 2023. The Ninth Circuit affirmed the District Court’s ruling in October 2024. In January 2025, the Company filed a motion to dismiss the lawsuit, 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. Two other putative class actions were filed in the Southern District of New York in August and September 2024: In Re Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Antitrust Litigation, and Jacobson v. Live Nation Entertainment, Inc., et al. While these lawsuits are at their initial stages, the Company believes it has substantial defenses to the claims alleged therein and will vigorously defend itself. 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. 20 Table of Contents Other Litigation From time to time, we are involved in other legal proceedings arising in the ordinary course of our business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause us to incur significant expenses. We have also been the subject of personal injury and wrongful death claims relating to accidents at certain venues in connection with our operations. As required, we have accrued our estimate of the probable settlement or other losses for the resolution of any outstanding claims. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, including, in some cases, estimated redemption rates for the settlement offered, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in our assumptions or the effectiveness of our strategies related to these proceedings. NOTE 7— EQUITY Accumulated Other Comprehensive Income (Loss) 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 (in thousands) Balance at December 31, 2024 $ 21,518 $ ( 356,630 ) $ ( 335,112 ) Other comprehensive income (loss) before reclassifications ( 826 ) 187,410 186,584 Amount reclassified from AOCI ( 10,363 ) — ( 10,363 ) Net other comprehensive income (loss) ( 11,189 ) 187,410 176,221 Balance at September 30, 2025 $ 10,329 $ ( 169,220 ) $ ( 158,891 ) Earnings Per Share Basic net income per common share is computed by dividing the net income available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net income per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted and deferred stock awards and the assumed conversion of our convertible senior notes, where dilutive. The following table sets forth the computation of weighted average common shares outstanding: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Weighted average common shares—basic 232,043,356 230,374,307 231,706,216 229,923,989 Effect of dilutive securities: Stock options and restricted stock 2,708,976 1,941,001 2,891,759 2,226,003 Convertible senior notes — 13,004,660 127,830 3,778,760 Weighted average common shares—diluted 234,752,332 245,319,968 234,725,805 235,928,752 21 Table of Contents The following table shows securities excluded from the calculation of diluted net income per common share because such securities are anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Options to purchase shares of common stock — — — 3,750 Restricted stock and deferred stock—unvested 549,099 2,147,167 549,539 2,162,662 Conversion shares related to the convertible senior notes 14,946,450 — 14,946,450 9,225,900 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 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 Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising. We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense. We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI. AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results. Revenue and expenses earned and charged between segments are eliminated in consolidation. Our capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced by reimbursements received from outside parties such as landlords and noncontrolling interest partners or replacements funded by insurance proceeds. We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have not been presented. The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and evaluates the operating performance of our operating segments based on AOI. The CODM uses segment AOI for evaluating performance of each segment and for making decisions on allocating capital and other resources to each segment. We have not identified any segment expenses that are considered significant and segment expenses are not regularly provided to the CODM. 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. 22 Table of Contents 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 & Advertising Other & Eliminations Corporate Consolidated (in thousands) Three Months Ended September 30, 2025 Revenue $ 7,282,473 $ 797,572 $ 442,689 $ ( 23,591 ) $ — $ 8,499,143 % of Consolidated Revenue 85.7 % 9.4 % 5.2 % (0.3) % Other Segment Items $ 6,768,306 $ 511,623 $ 129,617 $ ( 17,420 ) $ 74,044 $ 7,466,170 AOI $ 514,167 $ 285,949 $ 313,072 $ ( 6,171 ) $ ( 74,044 ) $ 1,032,973 Intersegment revenue $ 12,727 $ 7,211 $ 3,653 $ ( 23,591 ) $ — $ — Three Months Ended September 30, 2024 Revenue $ 6,580,595 $ 693,704 $ 390,345 $ ( 13,557 ) $ — $ 7,651,087 % of Consolidated Revenue 86.0 % 9.1 % 5.1 % (0.2) % Other Segment Items $ 6,106,542 $ 458,000 $ 115,016 $ ( 6,484 ) $ 68,182 $ 6,741,256 AOI $ 474,053 $ 235,704 $ 275,329 $ ( 7,073 ) $ ( 68,182 ) $ 909,831 Intersegment revenue $ 7,268 $ 6,289 $ — $ ( 13,557 ) $ — $ — Nine Months Ended September 30, 2025 Revenue $ 15,712,926 $ 2,234,940 $ 999,316 $ ( 59,281 ) $ — $ 18,887,901 % of Consolidated Revenue 83.2 % 11.8 % 5.3 % (0.3) % Other Segment Items $ 14,833,506 $ 1,405,839 $ 322,692 $ ( 40,512 ) $ 193,929 $ 16,715,454 AOI $ 879,420 $ 829,101 $ 676,624 $ ( 18,769 ) $ ( 193,929 ) $ 2,172,447 Intersegment revenue $ 38,191 $ 17,437 $ 3,653 $ ( 59,281 ) $ — $ — Nine Months Ended September 30, 2024 Revenue $ 14,447,009 $ 2,147,559 $ 913,856 $ ( 34,392 ) $ — $ 17,474,032 % of Consolidated Revenue 82.7 % 12.3 % 5.2 % (0.2) % Other Segment Items $ 13,704,073 $ 1,335,207 $ 285,930 $ ( 11,939 ) $ 172,192 $ 15,485,463 AOI $ 742,936 $ 812,352 $ 627,926 $ ( 22,453 ) $ ( 172,192 ) $ 1,988,569 Intersegment revenue $ 19,671 $ 14,546 $ 175 $ ( 34,392 ) $ — $ — 23 Table of Contents 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 (in thousands) AOI $ 1,032,973 $ 909,831 $ 2,172,447 $ 1,988,569 Acquisition expenses 32,983 94,565 141,873 95,087 Amortization of non-recoupable ticketing contract advances 16,528 16,996 61,971 62,237 Depreciation and amortization 165,600 137,001 474,080 407,324 Gain on sale of operating assets ( 14,851 ) ( 3,968 ) ( 17,909 ) ( 5,398 ) Astroworld estimated loss contingencies ( 553 ) — ( 8,353 ) 279,915 Stock-based compensation expense 40,815 25,712 126,912 85,450 Operating income $ 792,451 $ 639,525 $ 1,393,873 $ 1,063,954 Contract Advances 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 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. Deferred Revenue The majority of our deferred revenue is typically classified as current and is shown as a separate line item on the consolidated balance sheets. 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 nine months ended September 30, 2025 and 2024: Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 (in thousands) Concerts $ 868,774 $ 1,032,868 $ 3,082,881 $ 2,885,696 Ticketing 44,419 50,140 185,083 165,463 Sponsorship & Advertising 10,313 6,626 85,969 93,300 $ 923,506 $ 1,089,634 $ 3,353,933 $ 3,144,459 24 Table of Contents