Item 1. Financial Statements

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Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	March 31, 2025		December 31, 2024
ASSETS	(in thousands)
Current assets
Cash and cash equivalents	$	7,158,680	$	6,095,424
Accounts receivable, less allowance of $73,561 and $72,663, respectively	1,850,779		1,747,316
Prepaid expenses	1,724,956		1,247,184
Restricted cash	9,566		10,685
Other current assets	325,209		189,528
Total current assets	11,069,190		9,290,137
Property, plant and equipment, net	2,687,760		2,441,872
Operating lease assets	1,681,617		1,618,033
Intangible assets
Definite-lived intangible assets, net	1,039,009		985,812
Indefinite-lived intangible assets, net	368,898		380,558
Goodwill	2,703,132		2,620,911
Long-term advances	562,273		520,482
Other long-term assets	1,715,239		1,780,966
Total assets	$	21,827,118	$	19,638,771
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	1,973,881	$	1,859,678
Accounts payable	310,056		242,978
Accrued expenses	2,445,784		3,057,334
Deferred revenue	6,076,509		3,721,092
Current portion of long-term debt, net	479,897		260,901
Current portion of operating lease liabilities	151,579		153,406
Other current liabilities	79,886		62,890
Total current liabilities	11,517,592		9,358,279
Long-term debt, net	5,928,524		6,177,168
Long-term operating lease liabilities	1,734,376		1,680,266

Other long-term liabilities	537,266		477,763
Commitments and contingent liabilities (see Note 6)
Redeemable noncontrolling interests	1,311,555		1,126,302
Stockholders' equity
Common stock	2,322		2,313
Additional paid-in capital	1,906,145		2,059,746
Accumulated deficit	(1,514,747)		(1,546,819)
Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive loss	(280,860)		(335,112)
Total Live Nation stockholders' equity	105,995		173,263
Noncontrolling interests	691,810		645,730
Total equity	797,805		818,993
Total liabilities and equity	$	21,827,118	$	19,638,771

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended March 31,
	2025		2024
	(in thousands except share and per share data)
Revenue	$	3,382,117	$	3,799,529
Operating expenses:
Direct operating expenses	2,254,937		2,651,340
Selling, general and administrative expenses	778,922		981,559
Depreciation and amortization	149,455		132,594
Gain on disposal of operating assets	(2,202)		(651)
Corporate expenses	86,236		76,077
Operating income (loss)	114,769		(41,390)
Interest expense	80,343		80,691

Interest income	(34,061)		(43,257)
Equity in earnings of nonconsolidated affiliates	(479)		(84)

Other expense (income), net	2,953		(77,054)
Income (loss) before income taxes	66,013		(1,686)
Income tax expense	19,711		41,019
Net income (loss)	46,302		(42,705)
Net income attributable to noncontrolling interests	23,099		11,770
Net income (loss) attributable to common stockholders of Live Nation	$	23,203	$	(54,475)

Basic and diluted net loss per common share available to common stockholders of Live Nation	$	(0.32)	$	(0.56)


Weighted average common shares outstanding:
Basic and diluted	231,220,841		229,471,184



Reconciliation to net income (loss) available to common stockholders of Live Nation:
Net income (loss) attributable to common stockholders of Live Nation	$	23,203	$	(54,475)
Accretion of redeemable noncontrolling interests	(98,094)		(75,109)
Net loss available to common stockholders of Live Nation—basic and diluted	$	(74,891)	$	(129,584)

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)


	Three Months Ended March 31,
	2025		2024
	(in thousands)
Net income (loss)	$	46,302	$	(42,705)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on cash flow hedge	(1,504)		8,369
Realized gain on cash flow hedge	(3,336)		(4,730)
Foreign currency translation adjustments	59,092		4,729
Comprehensive income (loss)	100,554		(34,337)
Comprehensive income attributable to noncontrolling interests	23,099		11,770
Comprehensive income (loss) attributable to common stockholders of Live Nation	$	77,455	$	(46,107)

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 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	—	—		30,153		—		—		—		—		30,153		—
Common stock issued under stock plans, net of shares withheld for employee taxes	566,246	6		(65,015)		—		—		—		—		(65,009)		—
Exercise of stock options	113,393	1		2,605		—		—		—		—		2,606		—
Repurchase of 2.0% convertible senior notes due 2025	182,560	2		(4)		—		—		—		—		(2)		—

Acquisitions	—	—		—		—		—		—		64,942		64,942		60,020

Purchases of noncontrolling interests	—	—		(2,210)		—		—		—		1,526		(684)		(8,996)

Redeemable noncontrolling interests fair value adjustments	—	—		(119,130)		—		—		—		—		(119,130)		119,295
Contributions received	—	—		—		—		—		—		1,593		1,593		3,019
Cash distributions	—	—		—		—		—		—		(28,107)		(28,107)		(5,635)
Other	—	—		—		—		—		—		(7,243)		(7,243)		7,820
Comprehensive income (loss):
Net income	—	—		—		23,203		—		—		13,369		36,572		9,730
Unrealized loss on cash flow hedge	—	—		—		—		—		(1,504)		—		(1,504)		—
Realized gain on cash flow hedge	—	—		—		—		—		(3,336)		—		(3,336)		—
Foreign currency translation adjustments	—	—		—		—		—		59,092		—		59,092		—
Balances at March 31, 2025	232,157,838	$	2,322	$	1,906,145	$	(1,514,747)	$	(6,865)	$	(280,860)	$	691,810	$	797,805	$	1,311,555

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		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	—	—		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)	—	—		—		(54,475)		—		—		9,762		(44,713)		2,008
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		—
Balances at March 31, 2024	230,197,707	$	2,302	$	2,308,595	$	(2,497,581)	$	(6,865)	$	35,818	$	584,019	$	426,288	$	947,025

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Three Months Ended March 31,
	2025		2024
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	46,302	$	(42,705)
Reconciling items:
Depreciation	89,462		70,589
Amortization of definite-lived intangibles	59,993		62,005
Amortization of non-recoupable ticketing contract advances	24,722		24,080
Deferred income taxes	4,271		(5,729)
Amortization of debt issuance costs and discounts	3,684		3,943

Stock-based compensation expense	24,550		31,402
Unrealized changes in fair value of contingent consideration	1,169		12,807
Equity in losses of nonconsolidated affiliates, net of distributions	3,480		3,571
Provision for uncollectible accounts receivable	3,574		1,248
Gain on mark-to-market of investments in nonconsolidated affiliates and crypto assets	(5,467)		(89,840)
Other, net	8,876		(10,386)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(70,535)		(247,337)
Increase in prepaid expenses and other assets	(592,946)		(360,997)

Decrease in accounts payable, accrued expenses and other liabilities	(545,945)		(145,212)
Increase in deferred revenue	2,266,061		1,681,431
Net cash provided by operating activities	1,321,251		988,870
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable	(6,403)		(31,495)
Collections of notes receivable	9,375		2,639

Investments made in nonconsolidated affiliates	(3,887)		(12,392)
Purchases of property, plant and equipment	(170,791)		(134,053)
Cash paid for acquisition of right-of-use assets	(20,800)		—
Cash acquired from (paid for) acquisitions, net of cash paid (acquired)	(31,346)		10,010
Purchases of intangible assets	(5)		(11,673)

Other, net	6,462		6,265
Net cash used in investing activities	(217,395)		(170,699)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	11,059		562
Payments on long-term debt including extinguishment costs	(86,828)		(373,253)
Contributions from noncontrolling interests	4,612		28
Distributions to noncontrolling interests	(33,742)		(56,162)
Purchases of noncontrolling interests, net	(4,496)		(8,795)
Proceeds from exercise of stock options	2,606		1,787
Taxes paid for net share settlement of equity awards	(65,009)		(25,483)
Payments for deferred and contingent consideration	(1,242)		(16,421)
Other, net	(150)		(619)
Net cash used in financing activities	(173,190)		(478,356)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	131,471		(69,422)
Net increase in cash, cash equivalents and restricted cash	1,062,137		270,393
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	$	7,168,246	$	6,509,349

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 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 March 31, 2025 and December 31, 2024, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $904 million and $840 million of assets and $611 million and $578 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.

Included in the March 31, 2025 and December 31, 2024 cash and cash equivalents balance is $1.6 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. 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, though we may do so from time to time. 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.

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 the Company’s 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. This guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this guidance.

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. 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:


	March 31, 2025		December 31, 2024
	(in thousands)
Land, buildings and improvements	$	2,482,152	$	2,325,929
Computer equipment and capitalized software	927,670		867,294
Furniture and other equipment	783,865		757,803
Construction in progress	487,754		386,880
Property, plant and equipment, gross	4,681,441		4,337,906
Less: accumulated depreciation	1,993,681		1,896,034
Property, plant and equipment, net	$	2,687,760	$	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 three months ended March 31, 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	3,624		84,423		1,217		1,677		268		91,209


Foreign exchange	13,205		2,491		1,415		1,494		232		18,837
Other (2)	(13,955)		(14,052)		(11,015)		(23,886)		11,265		(51,643)
Net change	2,874		72,862		(8,383)		(20,715)		11,765		58,403
Accumulated amortization:
Amortization	(24,953)		(20,744)		(7,157)		(4,646)		(2,493)		(59,993)

Foreign exchange	(5,797)		(976)		(604)		(635)		(68)		(8,080)
Other (2)	13,997		13,850		11,045		23,890		85		62,867
Net change	(16,753)		(7,870)		3,284		18,609		(2,476)		(5,206)
Balance as of March 31, 2025:
Gross carrying amount	822,468		640,434		222,797		141,773		38,002		1,865,474
Accumulated amortization	(356,051)		(294,251)		(73,661)		(86,359)		(16,143)		(826,465)
Net	$	466,417	$	346,183	$	149,136	$	55,414	$	21,859	$	1,039,009

(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 acquisition of an artist management business located in Latin America.

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


			Weighted-Average Life (years)
Revenue-generating contracts			3
Client/vendor relationships			10


Venue management			3


All categories			9

Amortization of definite-lived intangible assets for the three months ended March 31, 2025 and 2024 was $60.0 million and $62.0 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 three months ended March 31, 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	55,549		—		—		55,549
Acquisitions—prior year	(298)		—		—		(298)


Foreign exchange	11,920		6,263		8,787		26,970

Balance as of March 31, 2025:
Goodwill	1,529,273		970,484		638,738		3,138,495
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	1,093,910	$	970,484	$	638,738	$	2,703,132

Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisitions of an artist management business located in Latin America and a venue management 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 March 31, 2025 and December 31, 2024, we had investments in nonconsolidated affiliates of $493.6 million and $504.2 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 March 31,
	2025		2024
	(in thousands)
Operating lease expense	$	70,028	$	65,736
Variable and short-term lease expense	27,722		25,195
Sublease income	(1,602)		(1,409)
Net lease expense	$	96,148	$	89,522

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,
	2025		2024
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	77,543	$	79,177
Lease assets obtained in exchange for lease obligations, net of terminations	$	86,559	$	10,950

As of March 31, 2025, we have additional operating leases that have not yet commenced, with total lease payments of $694.6 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from April 2025 to June 2030 with lease terms ranging from 7 to 39 years.

NOTE 4—LONG-TERM DEBT

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


		March 31, 2025		December 31, 2024
		(in thousands)
Senior Secured Credit Facility:


	Term loan B	$	825,978	$	828,163

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		582,432		529,257
Total principal amount		6,458,410		6,491,377
	Less: unamortized discounts and debt issuance costs	(49,989)		(53,308)
Total debt, net of unamortized discounts and debt issuance costs		6,408,421		6,438,069
	Less: current portion	479,897		260,901
Total long-term debt, net		$	5,928,524	$	6,177,168

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 March 31, 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 $125.0 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 the 2.0% convertible senior notes due February 2025 plus accrued interest and we issued 182,560 shares of common stock to the convertible holders.

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
	March 31, 2025						December 31, 2024
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(in thousands)
Assets:
Short-term investments	$	64,519	$	—	$	64,519	$	—	$	—	$	—
Crypto assets (1)	$	11,558	$	—	$	11,558	$	—	$	—	$	—
Interest rate swaps	$	—	$	22,099	$	22,099	$	—	$	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
	March 31, 2025		December 31, 2024
	Level 2
	(in thousands)
6.5% Senior Secured Notes due 2027	$	1,214,652	$	1,213,896
3.75% Senior Secured Notes due 2028	$	477,700	$	472,635
5.625% Senior Notes due 2026	$	299,739	$	299,529
4.75% Senior Notes due 2027	$	927,609	$	919,049
2.0% Convertible Senior Notes due 2025 (1)	$	—	$	103,032
3.125% Convertible Senior Notes due 2029	$	1,389,170	$	1,365,560
2.875% Convertible Senior Notes due 2030	$	1,140,458	$	1,105,852

(1) During the three months ended March 31, 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.

Non-recurring

For the three months ended March 31, 2025, there were no significant non-recurring fair value measurements.

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.

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 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 claims asserted in the lawsuit and will vigorously defend itself.

The United States filed an Amended Complaint in August 2024, adding ten additional states as plaintiffs but not otherwise materially amending the claims asserted in the lawsuit. Discovery is underway with trial date currently set for March 2026.

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. 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.

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, 2025:


	Cash Flow Hedge		Foreign Currency Items		Total
	(in thousands)
Balance at December 31, 2024	$	21,518	$	(356,630)	$	(335,112)
Other comprehensive income (loss) before reclassifications	(1,504)		59,092		57,588
Amount reclassified from AOCI	(3,336)		—		(3,336)
Net other comprehensive loss	(4,840)		59,092		54,252
Balance at March 31, 2025	$	16,678	$	(297,538)	$	(280,860)

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. For the three months ended March 31, 2025 and 2024, there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net loss per common share.

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,
	2025	2024
Options to purchase shares of common stock	1,400,572	2,301,848
Restricted stock and deferred stock—unvested	3,679,033	4,159,664

Conversion shares related to the convertible senior notes	14,946,450	13,004,660
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	20,026,055	19,466,172

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 is the difference between each operating segment’s revenue and AOI.

The following table presents the results of operations for our reportable segments for the three months ended March 31, 2025 and 2024:


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
























Three Months Ended March 31, 2025
Revenue	$	2,484,076	$	694,672	$	216,066	$	(12,697)	$	—	$	3,382,117
% of Consolidated Revenue	73.4%		20.5%		6.4%		(0.3)%







Other Segment Items	$	2,477,505	$	441,613	$	80,102	$	(6,807)	$	48,653	$	3,041,066
AOI	$	6,571	$	253,059	$	135,964	$	(5,890)	$	(48,653)	$	341,051
Intersegment revenue	$	8,207	$	4,243	$	247	$	(12,697)	$	—	$	—

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)%
Other Segment Items	$	2,881,186	$	439,063	$	81,302	$	(7,092)	$	42,563	$	3,437,022






AOI	$	(1,811)	$	284,115	$	129,975	$	(7,209)	$	(42,563)	$	362,507
Intersegment revenue	$	10,125	$	4,133	$	43	$	(14,301)	$	—	$	—

The following table sets forth the reconciliation of consolidated AOI to operating income for the three months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
	(in thousands)
AOI	$	341,051	$	362,507
Acquisition expenses	29,757		30,557
Amortization of non-recoupable ticketing contract advances	24,722		24,080
Depreciation and amortization	149,455		132,594
Gain on sale of operating assets	(2,202)		(651)
Astroworld estimated loss contingencies	—		185,915
Stock-based compensation expense	24,550		31,402
Operating income (loss)	$	114,769	$	(41,390)

Contract Advances

At March 31, 2025 and December 31, 2024, we had ticketing contract advances of $130.9 million and $158.1 million, respectively, recorded in prepaid expenses and $142.6 million and $128.9 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At March 31, 2025, 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 36%, 31%, 18% and 15% 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 months ended March 31, 2025 and 2024:


	Three Months Ended March 31,
	2025		2024
	(in thousands)
Concerts	$	681,850	$	657,150
Ticketing	65,937		54,809
Sponsorship & Advertising	56,249		46,487

	$	804,036	$	758,446

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