Item 1. Financial Statements

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Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2024		December 31, 2023
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	6,398,722	$	6,231,866
Accounts receivable, less allowance of $81,039 and $82,350, respectively	2,464,042		2,069,054
Prepaid expenses	1,671,514		1,147,581
Restricted cash	10,818		7,090
Other current assets	139,037		122,163
Total current assets	10,684,133		9,577,754
Property, plant and equipment, net	2,235,526		2,101,463
Operating lease assets	1,587,875		1,606,389
Intangible assets
Definite-lived intangible assets, net	1,094,666		1,161,621
Indefinite-lived intangible assets, net	380,847		377,349
Goodwill	2,664,149		2,691,466
Long-term advances	646,603		623,154
Other long-term assets	1,160,185		934,849
Total assets	$	20,453,984	$	19,074,045
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	1,856,443	$	1,866,864
Accounts payable	250,917		267,493
Accrued expenses	3,358,819		3,006,281
Deferred revenue	4,798,752		3,398,028
Current portion of long-term debt, net	1,137,272		1,134,386
Current portion of operating lease liabilities	171,907		158,421
Other current liabilities	53,039		128,430
Total current liabilities	11,627,149		9,959,903
Long-term debt, net	5,080,802		5,459,026
Long-term operating lease liabilities	1,641,325		1,686,091

Other long-term liabilities	546,636		488,159
Commitments and contingent liabilities (see Note 6)
Redeemable noncontrolling interests	1,007,099		893,709
Stockholders' equity
Common stock	2,307		2,298
Additional paid-in capital	2,240,759		2,367,918
Accumulated deficit	(2,156,712)		(2,407,949)
Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive income (loss)	(122,756)		27,450
Total Live Nation stockholders' equity	(43,267)		(17,148)
Noncontrolling interests	594,240		604,305
Total equity	550,973		587,157
Total liabilities and equity	$	20,453,984	$	19,074,045

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands except share and per share data)
Revenue	$	6,023,416	$	5,630,723	$	9,822,945	$	8,758,113
Operating expenses:
Direct operating expenses	4,408,209		4,164,778		7,054,666		6,280,367
Selling, general and administrative expenses	926,222		868,595		1,907,781		1,558,916
Depreciation and amortization	137,729		136,514		270,323		251,699
Gain on disposal of operating assets	(779)		(7,013)		(1,430)		(6,509)
Corporate expenses	86,216		81,478		162,293		144,493
Operating income	465,819		386,371		429,312		529,147
Interest expense	79,970		81,995		160,661		171,210
Loss on extinguishment of debt	—		—		—		18,366
Interest income	(44,425)		(56,452)		(87,682)		(96,765)
Equity in earnings of nonconsolidated affiliates	(5,376)		(5,558)		(5,460)		(9,665)

Other expense (income), net	(20,742)		(6,599)		(97,796)		4,984
Income before income taxes	456,392		372,985		459,589		441,017
Income tax expense	80,164		41,648		115,578		65,488
Net income	376,228		331,337		344,011		375,529
Net income attributable to noncontrolling interests	78,258		37,655		92,774		85,016
Net income attributable to common stockholders of Live Nation	$	297,970	$	293,682	$	251,237	$	290,513

Basic net income per common share available to common stockholders of Live Nation	$	1.05	$	1.04	$	0.52	$	0.78
Diluted net income per common share available to common stockholders of Live Nation	$	1.03	$	1.02	$	0.51	$	0.78

Weighted average common shares outstanding:
Basic	229,921,527		228,536,179		229,696,356		228,350,537
Diluted	245,002,995		243,660,186		232,024,314		230,490,937


Reconciliation to net income available to common stockholders of Live Nation:
Net income attributable to common stockholders of Live Nation	$	297,970	$	293,682	$	251,237	$	290,513
Accretion of redeemable noncontrolling interests	(57,325)		(56,621)		(132,435)		(111,554)
Net income available to common stockholders of Live Nation—basic	$	240,645	$	237,061	$	118,802	$	178,959
Convertible debt interest, net of tax	10,790		10,804		—		—
Net income available to common stockholders of Live Nation—diluted	$	251,435	$	247,865	$	118,802	$	178,959

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Net income	$	376,228	$	331,337	$	344,011	$	375,529
Other comprehensive income, net of tax:
Unrealized gain on cash flow hedge	3,013		11,658		11,382		7,709
Realized gain on cash flow hedge	(4,762)		(4,256)		(9,492)		(7,804)
Foreign currency translation adjustments	(156,825)		69,276		(152,096)		149,424
Comprehensive income	217,654		408,015		193,805		524,858
Comprehensive income attributable to noncontrolling interests	78,258		37,655		92,774		85,016
Comprehensive income attributable to common stockholders of Live Nation	$	139,396	$	370,360	$	101,031	$	439,842

See Notes to Consolidated Financial Statements

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 March 31, 2024	230,197,707	$	2,302	$	2,308,595	$	(2,454,682)	$	(6,865)	$	35,818	$	584,019	$	469,187	$	983,550

Non-cash and stock-based compensation	—	—		26,475		—		—		—		—		26,475		—
Common stock issued under stock plans, net of shares withheld for employee taxes	151,235	2		(13,070)		—		—		—		—		(13,068)		—
Exercise of stock options	363,001	3		11,029		—		—		—		—		11,032		—

Acquisitions	—	—		—		—		—		—		20,691		20,691		5,091

Purchases of noncontrolling interests	—	—		(31,589)		—		—		—		(15,255)		(46,844)		1,203

Redeemable noncontrolling interests fair value adjustments	—	—		(60,681)		—		—		—		—		(60,681)		60,851

Cash distributions	—	—		—		—		—		—		(55,395)		(55,395)		(60,351)
Other	—	—		—		—		—		—		(1,344)		(1,344)		21
Comprehensive income (loss):
Net income	—	—		—		297,970		—		—		61,524		359,494		16,734
Unrealized gain on cash flow hedge	—	—		—		—		—		3,013		—		3,013		—
Realized gain on cash flow hedge	—	—		—		—		—		(4,762)		—		(4,762)		—
Foreign currency translation adjustments	—	—		—		—		—		(156,825)		—		(156,825)		—
Balance at June 30, 2024	230,711,943	$	2,307	$	2,240,759	$	(2,156,712)	$	(6,865)	$	(122,756)	$	594,240	$	550,973	$	1,007,099

See Notes to Consolidated Financial Statements


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

Non-cash and stock-based compensation	—	—		63,140		—		—		—		—		63,140		—
Common stock issued under stock plans, net of shares withheld for employee taxes	499,337	5		(38,556)		—		—		—		—		(38,551)		—
Exercise of stock options	427,365	4		12,815		—		—		—		—		12,819		—


Acquisitions	—	—		—		—		—		—		37,378		37,378		35,772

Purchases of noncontrolling interests	—	—		(29,329)		—		—		—		(15,264)		(44,593)		(11,013)

Redeemable noncontrolling interests fair value adjustments	—	—		(135,229)		—		—		—		—		(135,229)		135,817
Contributions received	—	—		—		—		—		—		—		—		28
Cash distributions	—	—				—		—		—		(104,227)		(104,227)		(67,681)
Other	—	—		—		—		—		—		762		762		(1,021)
Comprehensive income (loss):
Net income	—	—		—		251,237		—		—		71,286		322,523		21,488
Unrealized gain on cash flow hedge	—	—		—		—		—		11,382		—		11,382		—
Realized gain on cash flow hedge	—	—		—		—		—		(9,492)		—		(9,492)		—
Foreign currency translation adjustments	—	—		—		—		—		(152,096)		—		(152,096)		—
Balance at June 30, 2024	230,711,943	$	2,307	$	2,240,759	$	(2,156,712)	$	(6,865)	$	(122,756)	$	594,240	$	550,973	$	1,007,099

See Notes to Consolidated Financial Statements


	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 March 31, 2023	228,859,789	$	2,289	$	2,535,553	$	(2,974,398)	$	(6,865)	$	(17,425)	$	539,992	$	79,146	$	710,350
Non-cash and stock-based compensation	—	—		27,763		—		—		—		—		27,763		—
Common stock issued under stock plans, net of shares withheld for employee taxes	32,526	1		(516)		—		—		—		—		(515)		—
Exercise of stock options	191,879	1		4,004		—		—		—		—		4,005		—



Acquisitions	—	—		—		—		—		—		8,777		8,777		13,988

Purchases of noncontrolling interests	—	—		(71,776)		—		—		—		(15,684)		(87,460)		659
Redeemable noncontrolling interests fair value adjustments	—	—		(56,368)		—		—		—		—		(56,368)		56,368
Contributions received	—	—		—		—		—		—		8,772		8,772		—
Cash distributions	—	—		—		—		—		—		(30,484)		(30,484)		(52,210)
Other						—		—		—		26,295		26,295		7,847
Comprehensive income (loss):
Net income	—	—		—		293,682		—		—		21,138		314,820		16,517
Unrealized gain on cash flow hedge	—	—		—		—		—		11,658		—		11,658		—
Realized gain on cash flow hedge	—	—		—		—		—		(4,256)		—		(4,256)		—
Foreign currency translation adjustments	—	—		—		—		—		69,276		—		69,276		—
Balances at June 30, 2023	229,084,194	$	2,291	$	2,438,660	$	(2,680,716)	$	(6,865)	$	59,253	$	558,806	$	371,429	$	753,519

See Notes to Consolidated Financial Statements


	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, 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	—	—		55,334		—		—		—		—		55,334		—
Common stock issued under stock plans, net of shares withheld for employee taxes	217,501	2		(8,466)		—		—		—		—		(8,464)		—
Exercise of stock options	211,841	2		4,997		—		—		—		—		4,999		—
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	—	—		—		—		—		—		67,243		67,243		26,296

Purchases of noncontrolling interests	—	—		(97,648)		—		—		—		(27,090)		(124,738)		659

Redeemable noncontrolling interests fair value adjustments	—	—		(111,046)		—		—		—		—		(111,046)		111,046
Contributions received	—	—		—		—		—		—		14,631		14,631		85
Cash distributions	—	—				—		—		—		(74,693)		(74,693)		(62,916)
Other	—	—		—		—		—		—		54,320		54,320		(13,404)
Comprehensive income (loss):
Net income	—	—		—		290,513		—		—		63,029		353,542		21,987
Unrealized gain on cash flow hedge	—	—		—		—		—		7,709		—		7,709		—
Realized gain on cash flow hedge	—	—		—		—		—		(7,804)		—		(7,804)
Foreign currency translation adjustments	—	—		—		—		—		149,424		—		149,424		—
Balances at June 30, 2023	229,084,194	$	2,291	$	2,438,660	$	(2,680,716)	$	(6,865)	$	59,253	$	558,806	$	371,429	$	753,519

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,
	2024		2023
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	344,011	$	375,529
Reconciling items:
Depreciation	146,168		127,670
Amortization	124,155		124,029
Amortization of non-recoupable ticketing contract advances	45,241		41,597
Deferred income tax expense (benefit)	(6,078)		5,430
Amortization of debt issuance costs and discounts	7,881		8,949
Loss on extinguishment of debt	—		18,366
Stock-based compensation expense	59,738		55,333
Unrealized changes in fair value of contingent consideration	(28,573)		20,100
Gain on mark-to-market of investments in nonconsolidated affiliates	(100,153)		(26,408)
Equity in losses of nonconsolidated affiliates, net of distributions	5,671		9,019
Provision for uncollectible accounts receivable	(9,806)		20,120

Other, net	(11,972)		(512)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(436,458)		(395,516)
Increase in prepaid expenses and other assets	(646,147)		(836,672)

Increase in accounts payable, accrued expenses and other liabilities	391,059		298,718
Increase in deferred revenue	1,516,217		1,801,097
Net cash provided by operating activities	1,400,954		1,646,849
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable	(75,973)		(118,973)
Collections of notes receivable	21,290		8,286

Investments made in nonconsolidated affiliates	(30,593)		(26,336)
Purchases of property, plant and equipment	(333,689)		(202,531)

Cash acquired from (paid for) acquisitions, net of cash paid (acquired)	(17,579)		69,359
Purchases of intangible assets	(5,390)		(35,088)

Other, net	7,529		6,077
Net cash used in investing activities	(434,405)		(299,206)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	886		986,766
Payments on long-term debt	(377,132)		(614,030)
Contributions from noncontrolling interests	28		14,716
Distributions to noncontrolling interests	(171,908)		(137,609)
Purchases of noncontrolling interests, net	(47,980)		(88,239)
Payments for capped call transactions	—		(75,500)
Proceeds from exercise of stock options	12,819		4,999
Taxes paid for net share settlement of equity awards	(38,551)		(8,464)

Payments for deferred and contingent consideration	(20,390)		(9,440)
Other, net	(748)		315
Net cash provided by (used in) financing activities	(642,976)		73,514
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(152,989)		103,111
Net increase in cash, cash equivalents, and restricted cash	170,584		1,524,268
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	$	6,409,540	$	7,136,642

See Notes to Consolidated Financial Statements

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 June 30, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $842 million and $940 million of assets and $560 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 June 30, 2024 and December 31, 2023 cash and cash equivalents balance is $1.3 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.

Income Taxes

Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction. As of June 30, 2024, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions, including the United States, due to cumulative pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for any losses incurred in those tax jurisdictions for the first six 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.

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:


	June 30, 2024		December 31, 2023
	(in thousands)
Land, buildings and improvements	$	2,161,329	$	2,043,595
Computer equipment and capitalized software	913,253		888,065
Furniture and other equipment	664,678		646,966
Construction in progress	373,500		317,028
Property, plant and equipment, gross	4,112,760		3,895,654
Less: accumulated depreciation	1,877,234		1,794,191
Property, plant and equipment, net	$	2,235,526	$	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 six months ended June 30, 2024:


	Revenue- generating contracts		Client / vendor relationships		Venue management		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	68,024		27,318		1,256		—		264		96,862
Acquisitions and additions—prior year	826		4,066		3		(2)		—		4,893

Foreign exchange	(41,116)		(14,820)		(2,936)		(6,126)		(104)		(65,102)
Other (2)	(4,959)		(10,132)		(11,973)		(383)		(147)		(27,594)
Net change	22,775		6,432		(13,650)		(6,511)		13		9,059
Accumulated amortization:
Amortization	(55,242)		(41,580)		(13,775)		(9,282)		(3,860)		(123,739)

Foreign exchange	11,990		5,273		941		2,101		7		20,312
Other (2)	4,694		10,132		11,973		324		290		27,413
Net change	(38,558)		(26,175)		(861)		(6,857)		(3,563)		(76,014)
Balance as of June 30, 2024:
Gross carrying amount	948,032		589,868		213,138		176,982		20,233		1,948,253
Accumulated amortization	(375,183)		(277,824)		(80,079)		(110,893)		(9,608)		(853,587)
Net	$	572,849	$	312,044	$	133,059	$	66,089	$	10,625	$	1,094,666

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

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

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of a festival promotion business and an artist management business both located 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			9
Client/vendor relationships			5


Venue management			3
Technology			3

All categories			8

Amortization of definite-lived intangible assets for the three months ended June 30, 2024 and 2023 was $61.7 million and $55.2 million, respectively, and for the six months ended June 30, 2024 and 2023 was $123.7 million and $112.7 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 six months ended June 30, 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	18,732		—		—		18,732
Acquisitions—prior year	4,201		—		—		4,201


Foreign exchange	(11,556)		(20,445)		(18,249)		(50,250)

Balance as of June 30, 2024:
Goodwill	1,450,956		992,085		656,471		3,099,512
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	1,015,593	$	992,085	$	656,471	$	2,664,149

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 June 30, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $548.4 million and $447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

NOTE 3—LEASES

The significant components of operating lease expense are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Operating lease expense	$	66,772	$	76,999	$	132,508	$	142,328
Variable and short-term lease expense	48,717		40,963		73,912		72,305
Sublease income	(1,704)		(2,424)		(3,113)		(4,612)
Net lease expense	$	113,785	$	115,538	$	203,307	$	210,021

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:


	Six Months Ended June 30,
	2024		2023
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	149,049	$	137,924
Lease assets obtained in exchange for lease obligations, net of terminations	$	54,947	$	87,505

As of June 30, 2024, we have additional operating leases that have not yet commenced, with total lease payments of $137.1 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2024 to June 2030 with lease terms ranging from 2 to 28 years.

NOTE 4—LONG-TERM DEBT

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


		June 30, 2024		December 31, 2023
		(in thousands)
Senior Secured Credit Facility:


	Term loan B	$	832,533	$	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 debt		503,293		511,210
Total principal amount		6,260,826		6,643,113
	Less: unamortized discounts and debt issuance costs	(42,752)		(49,701)
Total debt, net of unamortized discounts and debt issuance costs		6,218,074		6,593,412
	Less: current portion	1,137,272		1,134,386
Total long-term debt, net		$	5,080,802	$	5,459,026

Future maturities of long-term debt at June 30, 2024 are as follows:


	(in thousands)
Remainder of 2024	$	1,124,827
2025	26,146
2026	1,398,114
2027	2,153,784
2028	1,515,675
Thereafter	42,280
Total	$	6,260,826

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 Debt

As of June 30, 2024, other debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue management business in the United States during the first quarter of 2023 and $123.3 million for a Euro-denominated note due in 2024 related to a venue management business located in Europe.

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
	June 30, 2024						December 31, 2023
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(in thousands)
Assets:
Cash equivalents	$	963,670	$	—	$	963,670	$	580,126	$	—	$	580,126
Interest rate swaps	$	—	$	42,983	$	42,983	$	—	$	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
	June 30, 2024		December 31, 2023
	Level 2
	(in thousands)
6.5% Senior Secured Notes due 2027	$	1,211,256	$	1,222,608
3.75% Senior Secured Notes due 2028	$	466,535	$	469,515
4.875% Senior Notes due 2024	$	573,223	$	570,412
5.625% Senior Notes due 2026	$	296,802	$	297,606
4.75% Senior Notes due 2027	$	911,155	$	913,653
2.0% Convertible Senior Notes due 2025	$	413,808	$	423,668
3.125% Convertible Senior Notes due 2029	$	1,113,350	$	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 six months ended June 30, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $32.6 million, as a component of other income, net. 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 six months ended June 30, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $24.4 million, as a component of other income, net. 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.

For the six months ended June 30, 2023, there were no significant non-recurring fair value measurements.

NOTE 6—COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

Consumer Class Actions

The putative class action lawsuits filed against Live Nation and Ticketmaster in Canada in 2018 making certain allegations regarding Ticketmaster conduct that allegedly encourages the resale of tickets on secondary ticket exchanges have progressed materially. We no longer believe these matters pose a risk of material loss to our financial position, cash flows, or results of operations.

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.

During the three and six months ended June 30, 2024, all remaining wrongful death lawsuits were settled, and we began settlement discussions in earnest with certain remaining parties with injury claims. As a result, we have recognized $94 million and $280 million for the three and six months ended June 30, 2024, respectively, within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries. The amounts recorded as of June 30, 2024 represent our best estimate of the ultimate loss associated with all remaining lawsuits and claims.

Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, is 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.

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 Complaint requests various forms of relief for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, and other forms of relief. Certain states also seek unspecified damages for their citizens.

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

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 six months ended June 30, 2024:


	Cash Flow Hedge		Foreign Currency Items		Total
	(in thousands)
Balance at December 31, 2023	$	29,350	$	(1,900)	$	27,450
Other comprehensive income (loss) before reclassifications	11,382		(152,096)		(140,714)
Amount reclassified from AOCI	(9,492)		—		(9,492)
Net other comprehensive income (loss)	1,890		(152,096)		(150,206)
Balance at June 30, 2024	$	31,240	$	(153,996)	$	(122,756)

Earnings Per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net income (loss) 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 June 30,		Six Months Ended June 30,
	2024	2023	2024	2023

Weighted average common shares—basic	229,921,527	228,536,179	229,696,356	228,350,537
Effect of dilutive securities:
Stock options and restricted stock	2,076,808	2,119,347	2,327,958	2,140,400
Convertible senior notes	13,004,660	13,004,660	—	—
Weighted average common shares—diluted	245,002,995	243,660,186	232,024,314	230,490,937

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 June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Options to purchase shares of common stock	3,750	3,750	3,750	3,750
Restricted stock and deferred stock—unvested	2,464,785	2,739,954	2,743,310	2,736,173

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	2,468,535	2,743,704	15,751,720	15,744,583

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 following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2024 and 2023:


	Concerts		Ticketing		Sponsorship & Advertising		Other & Eliminations		Corporate		Consolidated
	(in thousands)
Three Months Ended June 30, 2024
Revenue	$	4,987,039	$	730,677	$	312,234	$	(6,534)	$	—	$	6,023,416
% of Consolidated Revenue	82.8%		12.1%		5.2%		(0.1)%
Intersegment revenue	$	2,278	$	4,124	$	132	$	(6,534)	$	—	$	—






AOI	$	270,694	$	292,533	$	222,622	$	(8,171)	$	(61,447)	$	716,231

Three Months Ended June 30, 2023
Revenue	$	4,633,291	$	709,342	$	302,859	$	(14,769)	$	—	$	5,630,723
% of Consolidated Revenue	82.3%		12.6%		5.4%		(0.3)%
Intersegment revenue	$	3,300	$	2,397	$	—	$	(5,697)	$	—	$	—






AOI	$	168,058	$	292,685	$	203,139	$	(18,142)	$	(56,043)	$	589,697

Six Months Ended June 30, 2024
Revenue	$	7,866,414	$	1,453,855	$	523,511	$	(20,835)	$	—	$	9,822,945
% of Consolidated Revenue	80.1%		14.8%		5.3%		(0.2)%
Intersegment revenue	$	12,403	$	8,257	$	175	$	(20,835)	$	—	$	—






AOI	$	273,766	$	576,648	$	352,597	$	(15,380)	$	(104,010)	$	1,083,621


Six Months Ended June 30, 2023
Revenue	$	6,914,503	$	1,387,083	$	472,977	$	(16,450)	$	—	$	8,758,113
% of Consolidated Revenue	78.9%		15.8%		5.4%		(0.1)%
Intersegment revenue	$	4,198	$	3,180	$	—	$	(7,378)	$	—	$	—






AOI	$	168,890	$	563,736	$	298,670	$	(26,081)	$	(95,808)	$	909,407

The following table sets forth the reconciliation of consolidated AOI to operating income for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
AOI	$	716,231	$	589,697	$	1,083,621	$	909,407
Acquisition expenses	(30,035)		24,829		522		38,140
Amortization of non-recoupable ticketing contract advances	21,161		21,234		45,241		41,597
Depreciation and amortization	137,729		136,514		270,323		251,699
Gain on sale of operating assets	(779)		(7,013)		(1,430)		(6,509)
Astroworld estimated loss contingencies	94,000		—		279,915		—
Stock-based compensation expense	28,336		27,762		59,738		55,333
Operating income	$	465,819	$	386,371	$	429,312	$	529,147

Contract Advances

At June 30, 2024 and December 31, 2023, we had ticketing contract advances of $122.0 million and $143.9 million, respectively, recorded in prepaid expenses and $122.0 million and $135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At June 30, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.7 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 24%, 30%, 23% and 23% 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 and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(in thousands)
Concerts	$	1,195,678	$	1,133,662	$	1,852,828	$	1,815,042
Ticketing	60,513		61,641		115,323		96,241
Sponsorship & Advertising	40,188		57,247		86,674		107,927

	$	1,296,379	$	1,252,550	$	2,054,825	$	2,019,210

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