Item 1. Financial Statements

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Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31, 2024		December 31, 2023
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	6,501,709	$	6,231,866
Accounts receivable, less allowance of $73,157 and $82,350, respectively	2,279,906		2,069,054
Prepaid expenses	1,474,295		1,147,581
Restricted cash	7,640		7,090
Other current assets	164,230		122,163
Total current assets	10,427,780		9,577,754
Property, plant and equipment, net	2,116,632		2,101,463
Operating lease assets	1,577,490		1,606,389
Intangible assets
Definite-lived intangible assets, net	1,162,783		1,161,621
Indefinite-lived intangible assets, net	377,894		377,349
Goodwill	2,699,480		2,691,466
Long-term advances	608,506		623,154
Other long-term assets	1,059,624		934,849
Total assets	$	20,030,189	$	19,074,045
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	1,878,540	$	1,866,864
Accounts payable	248,196		267,493
Accrued expenses	2,766,166		3,006,281
Deferred revenue	5,025,357		3,398,028
Current portion of long-term debt, net	1,137,262		1,134,386
Current portion of operating lease liabilities	159,372		158,421
Other current liabilities	113,517		128,430
Total current liabilities	11,328,410		9,959,903
Long-term debt, net	5,082,211		5,459,026
Long-term operating lease liabilities	1,642,377		1,686,091

Other long-term liabilities	524,454		488,159
Commitments and contingent liabilities (see Note 6)
Redeemable noncontrolling interests	983,550		893,709
Stockholders' equity
Common stock	2,302		2,298
Additional paid-in capital	2,308,595		2,367,918
Accumulated deficit	(2,454,682)		(2,407,949)
Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive income	35,818		27,450
Total Live Nation stockholders' equity	(114,832)		(17,148)
Noncontrolling interests	584,019		604,305
Total equity	469,187		587,157
Total liabilities and equity	$	20,030,189	$	19,074,045

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended March 31,
		2024		2023
		(in thousands except share and per share data)
Revenue		$	3,799,529	$	3,127,390
Operating expenses:
Direct operating expenses		2,646,457		2,115,589
Selling, general and administrative expenses		981,559		690,321
Depreciation and amortization		132,594		115,185
Loss (gain) on disposal of operating assets		(651)		504
Corporate expenses		76,077		63,015
Operating income (loss)		(36,507)		142,776
Interest expense		80,691		89,215
Loss on extinguishment of debt		—		18,366
Interest income		(43,257)		(40,313)
Equity in earnings of nonconsolidated affiliates		(84)		(4,107)

Other expense (income), net		(77,054)		11,583
Income before income taxes		3,197		68,032
Income tax expense		35,414		23,840
Net income (loss)		(32,217)		44,192
Net income attributable to noncontrolling interests		14,516		47,361
Net loss attributable to common stockholders of Live Nation		$	(46,733)	$	(3,169)

Basic and diluted net loss per common share available to common stockholders of Live Nation		$	(0.53)	$	(0.25)


Weighted average common shares outstanding:
Basic and diluted		229,471,184		228,162,831



Reconciliation to net loss available to common stockholders of Live Nation:
Net loss attributable to common stockholders of Live Nation		$	(46,733)	$	(3,169)
Accretion of redeemable noncontrolling interests		(75,109)		(54,933)
Net loss available to common stockholders of Live Nation—basic and diluted		$	(121,842)	$	(58,102)

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended March 31,
		2024		2023
		(in thousands)
Net income (loss)		$	(32,217)	$	44,192
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on cash flow hedge		8,369		(3,949)
Realized gain on cash flow hedge		(4,730)		(3,548)
Foreign currency translation adjustments		4,729		80,148
Comprehensive income (loss)		(23,849)		116,843
Comprehensive income attributable to noncontrolling interests		14,516		47,361
Comprehensive income (loss) attributable to common stockholders of Live Nation		$	(38,365)	$	69,482

See Notes to Consolidated Financial Statements

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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		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	$	(2,407,949)	$	(6,865)	$	27,450	$	604,305	$	587,157	$	893,709

Non-cash and stock-based compensation	—	—		36,665		—		—		—		—		36,665		—
Common stock issued under stock plans, net of shares withheld for employee taxes	348,102	3		(25,486)		—		—		—		—		(25,483)		—
Exercise of stock options	64,364	1		1,786		—		—		—		—		1,787		—


Acquisitions	—	—		—		—		—		—		16,687		16,687		30,681

Purchases of noncontrolling interests	—	—		2,260		—		—		—		(9)		2,251		(12,216)

Redeemable noncontrolling interests fair value adjustments	—	—		(74,548)		—		—		—		—		(74,548)		74,966
Contributions received	—	—		—		—		—		—		—		—		28
Cash distributions	—	—				—		—		—		(48,832)		(48,832)		(7,330)
Other	—	—		—		—		—		—		2,106		2,106		(1,042)
Comprehensive income (loss):
Net income (loss)	—	—		—		(46,733)		—		—		9,762		(36,971)		4,754
Unrealized gain on cash flow hedge	—	—		—		—		—		8,369		—		8,369		—
Realized gain on cash flow hedge	—	—		—		—		—		(4,730)		—		(4,730)		—
Foreign currency translation adjustments	—	—		—		—		—		4,729		—		4,729		—
Balance at March 31, 2024	230,197,707	$	2,302	$	2,308,595	$	(2,454,682)	$	(6,865)	$	35,818	$	584,019	$	469,187	$	983,550

See Notes to Consolidated Financial Statements

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	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, 2022	228,498,102	$	2,285	$	2,698,316	$	(2,971,229)	$	(6,865)	$	(90,076)	$	461,366	$	93,797	$	669,766

Non-cash and stock-based compensation	—	—		27,571		—		—		—		—		27,571		—
Common stock issued under stock plans, net of shares withheld for employee taxes	184,975	1		(7,950)		—		—		—		—		(7,949)		—
Exercise of stock options	19,962	1		993		—		—		—		—		994		—
Repurchase of 2.5% convertible senior notes due 2023	156,750	2		(27,327)		—		—		—		—		(27,325)		—
Capped call transactions for 3.125% convertible senior notes due 2029	—	—		(75,500)		—		—		—		—		(75,500)		—
Acquisitions	—	—		—		—		—		—		58,466		58,466		12,308

Purchases of noncontrolling interests	—	—		(25,872)		—		—		—		(11,406)		(37,278)		—

Redeemable noncontrolling interests fair value adjustments	—	—		(54,678)		—		—		—		—		(54,678)		54,678
Contributions received	—	—		—		—		—		—		5,859		5,859		85
Cash distributions	—	—				—		—		—		(44,209)		(44,209)		(10,706)
Other	—	—		—		—		—		—		28,025		28,025		(21,251)
Comprehensive income (loss):
Net income (loss)	—	—		—		(3,169)		—		—		41,891		38,722		5,470
Unrealized loss on cash flow hedge	—	—		—		—		—		(3,949)		—		(3,949)		—
Realized gain on cash flow hedge	—	—		—		—		—		(3,548)		—		(3,548)
Foreign currency translation adjustments	—	—		—		—		—		80,148		—		80,148		—
Balances at March 31, 2023	228,859,789	$	2,289	$	2,535,553	$	(2,974,398)	$	(6,865)	$	(17,425)	$	539,992	$	79,146	$	710,350

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended March 31,
	2024		2023
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(32,217)	$	44,192
Reconciling items:
Depreciation	70,589		57,710
Amortization	62,005		57,475
Amortization of non-recoupable ticketing contract advances	24,080		20,363
Deferred income tax benefit	(5,729)		(2,550)
Amortization of debt issuance costs and discounts	3,943		4,630
Loss on extinguishment of debt	—		18,366
Stock-based compensation expense	31,402		27,571
Unrealized changes in fair value of contingent consideration	12,807		9,702

Equity in losses of nonconsolidated affiliates, net of distributions	3,571		7,793
Provision for uncollectible accounts receivable	1,248		6,054
Gain on mark-to-market of investments in nonconsolidated affiliates	(89,840)		(668)
Other, net	(10,386)		2,911
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(217,998)		(163,603)
Increase in prepaid expenses and other assets	(360,997)		(369,494)

Decrease in accounts payable, accrued expenses and other liabilities	(185,039)		(460,749)
Increase in deferred revenue	1,681,431		1,896,145
Net cash provided by operating activities	988,870		1,155,848
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable	(31,495)		(33,579)
Collections of notes receivable	2,639		2,825

Investments made in nonconsolidated affiliates	(12,392)		(6,455)
Purchases of property, plant and equipment	(134,053)		(116,886)

Cash acquired from acquisitions, net of cash paid	10,010		96,382
Purchases of intangible assets	(11,673)		—

Other, net	6,265		(2,076)
Net cash used in investing activities	(170,699)		(59,789)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	562		987,793
Payments on long-term debt	(373,253)		(604,584)
Contributions from noncontrolling interests	28		5,944
Distributions to noncontrolling interests	(56,162)		(54,915)
Purchases of noncontrolling interests, net	(8,795)		(21,606)
Payments for capped call transactions	—		(75,500)
Proceeds from exercise of stock options	1,787		994
Taxes paid for net share settlement of equity awards	(25,483)		(7,949)
Payments for deferred and contingent consideration	(16,421)		(2,606)
Other, net	(619)		(1,870)
Net cash provided by (used in) financing activities	(478,356)		225,701
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(69,422)		63,318
Net increase in cash, cash equivalents, and restricted cash	270,393		1,385,078
Cash, cash equivalents and restricted cash at beginning of period	6,238,956		5,612,374
Cash, cash equivalents and restricted cash at end of period	$	6,509,349	$	6,997,452

See Notes to Consolidated Financial Statements

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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 2023 Annual Report on Form 10-K filed with the SEC on February 22, 2024.

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 promoter’s 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 March 31, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $928 million and $940 million of assets and $590 million and $592 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

Included in the March 31, 2024 and December 31, 2023 cash and cash equivalents balance is $1.4 billion and $1.5 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to our clients on a regular basis. These amounts due to our clients are included in accounts payable, client accounts.

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Income Taxes

Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction. As of March 31, 2024, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for losses incurred, if any, in those tax jurisdictions for the first three months of 2024.

Accounting Pronouncements

In June 2022, the FASB issued Accounting Standards Update 2022-03, which clarifies guidance for fair value measurement of an equity security subject to a contractual sale restriction and establishes new disclosure requirements for such equity securities. We adopted this guidance on January 1, 2024. The adoption did not and is not expected to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued Accounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. This guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting this guidance.

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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.

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


	March 31, 2024		December 31, 2023
	(in thousands)
Land, buildings and improvements	$	2,085,796	$	2,043,595
Computer equipment and capitalized software	903,837		888,065
Furniture and other equipment	651,519		646,966
Construction in progress	318,633		317,028
Property, plant and equipment, gross	3,959,785		3,895,654
Less: accumulated depreciation	1,843,153		1,794,191
Property, plant and equipment, net	$	2,116,632	$	2,101,463

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 three months ended March 31, 2024:


	Revenue- generating contracts		Client / vendor relationships		Venue management and leaseholds		Trademarks and naming rights		Technology and Other (1)		Total
	(in thousands)
Balance as of December 31, 2023:
Gross carrying amount	$	925,257	$	583,436	$	226,788	$	183,493	$	20,220	$	1,939,194
Accumulated amortization	(336,625)		(251,649)		(79,218)		(104,036)		(6,045)		(777,573)
Net	588,632		331,787		147,570		79,457		14,175		1,161,621
Gross carrying amount:
Acquisitions and additions—current year	57,447		—		—		—		129		57,576
Acquisitions and additions—prior year	(2,479)		3,894		(237)		(63)		—		1,115

Foreign exchange	4,938		(2,807)		(946)		842		(41)		1,986
Other (2)	(596)		(1,145)		(4,202)		(869)		47		(6,765)
Net change	59,310		(58)		(5,385)		(90)		135		53,912
Accumulated amortization:
Amortization	(27,378)		(21,851)		(6,450)		(4,520)		(1,806)		(62,005)

Foreign exchange	311		2,113		569		279		(346)		2,926
Other (2)	596		1,145		4,222		47		319		6,329
Net change	(26,471)		(18,593)		(1,659)		(4,194)		(1,833)		(52,750)
Balance as of March 31, 2024:
Gross carrying amount	984,567		583,378		221,403		183,403		20,355		1,993,106
Accumulated amortization	(363,096)		(270,242)		(80,877)		(108,230)		(7,878)		(830,323)
Net	$	621,471	$	313,136	$	140,526	$	75,173	$	12,477	$	1,162,783

(1) Other primarily includes intangible assets for non-compete agreements.

(2) Other primarily includes netdowns of fully amortized or impaired assets.

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Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisition of a festival promotion business in the United States.

The 2024 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:


			Weighted- Average Life (years)
Revenue-generating contracts			10




Technology			3

All categories			10

Amortization of definite-lived intangible assets for the three months ended March 31, 2024 and 2023 was $62.0 million and $57.5 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 three months ended March 31, 2024:


	Concerts		Ticketing		Sponsorship & Advertising		Total
	(in thousands)
Balance as of December 31, 2023:
Goodwill	$	1,439,579	$	1,012,530	$	674,720	$	3,126,829
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	1,004,216		1,012,530		674,720		2,691,466

Acquisitions—current year	2,334		—		—		2,334
Acquisitions—prior year	8,772		—		—		8,772

Dispositions	88		—		—		88
Foreign exchange	(10,091)		3,082		3,829		(3,180)

Balance as of March 31, 2024:
Goodwill	1,440,682		1,015,612		678,549		3,134,843
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	1,005,319	$	1,015,612	$	678,549	$	2,699,480

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 March 31, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $513.1 million and $447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

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NOTE 3—LEASES

The significant components of operating lease expense are as follows:


	Three Months Ended March 31,
		2024		2023
		(in thousands)
Operating lease expense		$	65,736	$	65,329
Variable and short-term lease expense		25,195		31,342
Sublease income		(1,409)		(2,188)
Net lease expense		$	89,522	$	94,483

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:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	79,177	$	73,489
Lease assets obtained in exchange for lease obligations, net of terminations	$	10,950	$	43,636

As of March 31, 2024, we have additional operating leases that have not yet commenced with total lease payments of $113.8 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2024 to June 2030 with lease terms ranging from 2 to 30 years.

NOTE 4—LONG-TERM DEBT

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


		March 31, 2024		December 31, 2023
		(in thousands)
Senior Secured Credit Facility:


	Term loan B	834,718		836,903
	Revolving credit facility	—		370,000
6.5% Senior Secured Notes due 2027		1,200,000		1,200,000
3.75% Senior Secured Notes due 2028		500,000		500,000
4.875% Senior Notes due 2024		575,000		575,000
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		400,000		400,000
3.125% Convertible Senior Notes due 2029		1,000,000		1,000,000
Other long-term debt		505,980		511,210
Total principal amount		6,265,698		6,643,113
Less: unamortized discounts and debt issuance costs		(46,225)		(49,701)
Total long-term debt, net of unamortized discounts and debt issuance costs		6,219,473		6,593,412
Less: current portion		1,137,262		1,134,386
Total long-term debt, net		$	5,082,211	$	5,459,026

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Future maturities of long-term debt at March 31, 2024 are as follows:


	(in thousands)
Remainder of 2024	$	1,128,810
2025	25,700
2026	1,398,192
2027	2,153,870
2028	1,515,542
Thereafter	43,584
Total	$	6,265,698

All long-term 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 long-term debt.

Other Long-term Debt

As of March 31, 2024, other long-term debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue management business during the first quarter of 2023 in the United States and $124.4 million for a Euro denominated note due in 2024.

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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, which are classified on the consolidated balance sheets as cash and cash equivalents.


	Estimated Fair Value
	March 31, 2024						December 31, 2023
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(in thousands)
Assets:
Cash equivalents	$	608,161	$	—	$	608,161	$	580,126	$	—	$	580,126
Interest rate swaps	—		45,076		45,076		—		39,232		39,232

Cash equivalents consist of money market funds. Fair values for cash equivalents 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
	March 31, 2024		December 31, 2023
	Level 2
	(in thousands)
6.5% Senior Secured Notes due 2027	$	1,214,040	$	1,222,608
3.75% Senior Secured Notes due 2028	$	464,685	$	469,515
4.875% Senior Notes due 2024	$	572,177	$	570,412
5.625% Senior Notes due 2026	$	297,102	$	297,606
4.75% Senior Notes due 2027	$	908,210	$	913,653
2.0% Convertible Senior Notes due 2025	$	445,020	$	423,668
3.125% Convertible Senior Notes due 2029	$	1,203,590	$	1,136,160

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.

Non-recurring

For the three months ended March 31, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $32.6 million, as a component of other income, net. 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 $52.6 million using an option pricing model.

For the three months ended March 31, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $24.3 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 $35.2 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.

For the three months ended March 31, 2023, there were no significant non-recurring fair value measurements.

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NOTE 6—COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

Consumer Class Actions

The following putative class action lawsuits were filed against Live Nation and/or Ticketmaster in Canada: Thompson-Marcial and Smith v. Ticketmaster Canada Holdings ULC (Ontario Superior Court of Justice, filed September 2018); McPhee v. Live Nation Entertainment, Inc., et al. (Superior Court of Quebec, District of Montreal, filed September 2018); Crystal Watch v. Live Nation Entertainment, Inc., et al. (Court of Queen’s Bench for Saskatchewan, by amendments filed September 2018); and Gomel v. Live Nation Entertainment, Inc., et al. (Supreme Court of British Columbia, Vancouver Registry, filed October 2018). Similar putative class actions were filed in the United States during the same time period, but as of November 2020, each of the lawsuits filed in the United States has been dismissed with prejudice.

The Canadian lawsuits make similar factual allegations that Live Nation and/or Ticketmaster engage in conduct that is intended to encourage the resale of tickets on secondary ticket exchanges at elevated prices. Based on these allegations, each plaintiff asserts violations of different provincial and federal laws. Each plaintiff also seeks to represent a class of individuals who purchased tickets on a secondary ticket exchange, as defined in each plaintiff’s complaint. The Watch complaint also makes claims related to Ticketmaster’s fee display practices on the primary market. The complaints seek a variety of remedies, including unspecified compensatory damages, punitive damages, restitution, injunctive relief and attorneys’ fees and costs.

In April 2021, the court in the Gomel lawsuit declined to certify all claims other than those pled under British Columbia’s Business Practices and Consumer Protection Act and claims for punitive damages. The court did certify a class of British Columbia residents who purchased tickets to an event in Canada on any secondary market exchange from June 2015 through April 2021 that were initially purchased on Ticketmaster.ca. In May 2021, Ticketmaster and Live Nation filed a notice of appeal of the class certification ruling, and the plaintiff filed a cross-appeal shortly thereafter. The appeals were heard in early February 2023. In July 2023, the Court of Appeal for British Columbia issued its ruling, finding that the trial court erred by certifying common issues related to damages in the absence of any evidence supporting a plausible methodology to determine damages on a class-wide basis and remitted the matter back to the motion judge to reconsider his ruling. The Court of Appeal also allowed plaintiff’s cross-appeal in part, certified plaintiff’s proposed common issue regarding restoration, and remitted the plaintiff’s proposed common issues regarding his Competition Act and Unjust Enrichment claims to the motion judge for reconsideration. In September 2023, Ticketmaster and Live Nation filed an application for leave to appeal the Court of Appeal decision to the Supreme Court of Canada. The Court declined to hear the appeal. The matter will now return to the trial court for reconsideration, where plaintiff must demonstrate a plausible methodology to determine damages on a class-wide basis and some basis in fact for the common issues related to the Competition Act and Unjust Enrichment claims.

The court in the Watch matter issued its class certification ruling in November 2022. The court declined to certify and dismissed all claims other than those pled under provincial consumer protection statutes relating to drip pricing and certified a class of consumers who purchased tickets between September 2015 and June 2018 from Ticketmaster.ca on the primary market. In December 2022, the parties filed cross-motions with the Court of Appeal for Saskatchewan, seeking leave to appeal the court’s ruling. A hearing on the parties’ motions for leave to appeal took place in March 2023, and in July 2023, the Court of Appeal granted leave to appeal to both parties. The appeals are fully briefed.

The class certification hearing in the Thompson-Marcial matter took place in March 2024. In April 2024, the court certified common issues in relation to the claims for breach of contract, breach of ticketing legislation, unlawful means conspiracy, negligence and unjust enrichment, but dismissed the claims under the Competition Act and consumer protection legislation.

The McPhee matter is stayed pending the outcome of the Watch matter.

Based on information presently known to management, we do not believe that a loss is probable of occurring at this time, and we believe that the potential liability, if any, will not have a material adverse effect on our financial position, cash flows or results of operations. Further, we do not currently believe that the claims asserted in these lawsuits have merit, and considerable uncertainty exists regarding any monetary damages that will be asserted against us. We continue to vigorously defend these actions.

Astroworld Litigation

On November 5, 2021, the Astroworld music festival was held in Houston, Texas. During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries. Following these events, at least 450 civil lawsuits have been filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages. Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.

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In June 2023, the Houston Police Department concluded its investigation, and a Grand Jury was empaneled to determine whether criminal charges should be brought against any persons or entities involved in the festival. The Grand Jury returned no indictments, and the criminal matter is now complete.

During the three-month period ending, and subsequent to, March 31, 2024, we settled certain lawsuits and began settlement discussions in earnest with certain remaining parties. As a result, we have recognized $186 million in the first quarter within selling, general and administrative expenses for the estimated probable losses in excess of our expected probable insurance recoveries. Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, are based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses. The amount of additional liability, if any, that may result from these or related matters cannot be estimated at this time.

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 our 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 three months ended March 31, 2024:


	Cash Flow Hedge		Foreign Currency Items		Total
	(in thousands)
Balance at December 31, 2023	$	29,350	$	(1,900)	$	27,450
Other comprehensive income before reclassifications	8,369		4,729		13,098
Amount reclassified from AOCI	(4,730)		—		(4,730)
Net other comprehensive income	3,639		4,729		8,368
Balance at March 31, 2024	$	32,989	$	2,829	$	35,818

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. For the three months ended March 31, 2024 and 2023 there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net loss per common share.

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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 March 31,
		2024	2023
Options to purchase shares of common stock		2,301,848	3,237,229
Restricted stock and deferred stock—unvested		4,159,664	3,593,402

Conversion shares related to the convertible senior notes		13,004,660	13,004,660
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		19,466,172	19,835,291

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 transaction costs, 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, which involved multiple fatalities and injury claims. 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 following table presents the results of operations for our reportable segments for the three months ended March 31, 2024 and 2023:


	Concerts		Ticketing		Sponsorship & Advertising		Other & Eliminations		Corporate		Consolidated
	(in thousands)






















Three Months Ended March 31, 2024
Revenue	$	2,879,375	$	723,178	$	211,277	$	(14,301)	$	—	$	3,799,529
% of Consolidated Revenue	75.8%		19.0%		5.6%		(0.4)%
Intersegment revenue	$	10,125	$	4,133	$	43	$	(14,301)	$	—	$	—






AOI	$	3,072	$	284,115	$	129,975	$	(7,209)	$	(42,563)	$	367,390


Three Months Ended March 31, 2023
Revenue	$	2,281,212	$	677,741	$	170,118	$	(1,681)	$	—	$	3,127,390
% of Consolidated Revenue	72.9%		21.7%		5.4%		—%
Intersegment revenue	$	898	$	783	$	—	$	(1,681)	$	—	$	—






AOI	$	832	$	271,051	$	95,531	$	(7,939)	$	(39,765)	$	319,710

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The following table sets forth the reconciliation of consolidated AOI to operating income for the three months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
		2024		2023
		(in thousands)
AOI		$	367,390	$	319,710
Acquisition expenses		30,557		13,311
Amortization of non-recoupable ticketing contract advances		24,080		20,363
Depreciation and amortization		132,594		115,185
Loss (gain) on disposal of operating assets		(651)		504
Astroworld estimated loss contingencies		185,915		—
Stock-based compensation expense		31,402		27,571
Operating income (loss)		$	(36,507)	$	142,776

Contract Advances

At March 31, 2024 and December 31, 2023, we had ticketing contract advances of $115.1 million and $143.9 million, respectively, recorded in prepaid expenses and $127.6 million and $135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At March 31, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.6 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 32%, 28%, 21% and 19% of this revenue in the remainder of 2024, 2025, 2026 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 months ended March 31, 2024 and 2023:


	Three Months Ended March 31,
		2024		2023
		(in thousands)
Concerts		$	657,150	$	681,380
Ticketing		54,809		34,600
Sponsorship & Advertising		46,487		50,680

		$	758,446	$	766,660

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