10-Q 1 lyv-20240331.htm 10-Q lyv-20240331
0001335258--12-312024Q1FALSE00013352582024-01-012024-03-3100013352582024-04-25xbrli:shares00013352582024-03-31iso4217:USD00013352582023-12-3100013352582023-01-012023-03-31iso4217:USDxbrli:shares0001335258us-gaap:CommonStockMember2023-12-310001335258us-gaap:AdditionalPaidInCapitalMember2023-12-310001335258us-gaap:RetainedEarningsMember2023-12-310001335258us-gaap:TreasuryStockCommonMember2023-12-310001335258us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001335258us-gaap:NoncontrollingInterestMember2023-12-310001335258lyv:RedeemableNoncontrollingInterestsMember2023-12-310001335258us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-310001335258us-gaap:CommonStockMember2024-01-012024-03-310001335258us-gaap:NoncontrollingInterestMember2024-01-012024-03-310001335258lyv:RedeemableNoncontrollingInterestsMember2024-01-012024-03-310001335258us-gaap:RetainedEarningsMember2024-01-012024-03-310001335258us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-310001335258us-gaap:CommonStockMember2024-03-310001335258us-gaap:AdditionalPaidInCapitalMember2024-03-310001335258us-gaap:RetainedEarningsMember2024-03-310001335258us-gaap:TreasuryStockCommonMember2024-03-310001335258us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-310001335258us-gaap:NoncontrollingInterestMember2024-03-310001335258lyv:RedeemableNoncontrollingInterestsMember2024-03-310001335258us-gaap:CommonStockMember2022-12-310001335258us-gaap:AdditionalPaidInCapitalMember2022-12-310001335258us-gaap:RetainedEarningsMember2022-12-310001335258us-gaap:TreasuryStockCommonMember2022-12-310001335258us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001335258us-gaap:NoncontrollingInterestMember2022-12-3100013352582022-12-310001335258lyv:RedeemableNoncontrollingInterestsMember2022-12-310001335258us-gaap:AdditionalPaidInCapitalMember2023-01-012023-03-310001335258us-gaap:CommonStockMember2023-01-012023-03-310001335258us-gaap:NoncontrollingInterestMember2023-01-012023-03-310001335258lyv:RedeemableNoncontrollingInterestsMember2023-01-012023-03-310001335258us-gaap:RetainedEarningsMember2023-01-012023-03-310001335258us-gaap:CommonStockMember2023-03-310001335258us-gaap:AdditionalPaidInCapitalMember2023-03-310001335258us-gaap:RetainedEarningsMember2023-03-310001335258us-gaap:TreasuryStockCommonMember2023-03-310001335258us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-03-310001335258us-gaap:NoncontrollingInterestMember2023-03-3100013352582023-03-310001335258lyv:RedeemableNoncontrollingInterestsMember2023-03-310001335258us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-03-310001335258us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2023-12-310001335258us-gaap:ContractualRightsMember2023-12-310001335258lyv:ClientVendorRelationshipsMember2023-12-310001335258lyv:VenueManagementAndLeaseholdsMember2023-12-310001335258us-gaap:TrademarksAndTradeNamesMember2023-12-310001335258us-gaap:DevelopedTechnologyRightsMember2023-12-310001335258us-gaap:OtherIntangibleAssetsMember2023-12-310001335258us-gaap:ContractualRightsMember2024-01-012024-03-310001335258lyv:ClientVendorRelationshipsMember2024-01-012024-03-310001335258lyv:VenueManagementAndLeaseholdsMember2024-01-012024-03-310001335258us-gaap:TrademarksAndTradeNamesMember2024-01-012024-03-310001335258us-gaap:OtherIntangibleAssetsMember2024-01-012024-03-310001335258us-gaap:DevelopedTechnologyRightsMember2024-01-012024-03-310001335258us-gaap:ContractualRightsMember2024-03-310001335258lyv:ClientVendorRelationshipsMember2024-03-310001335258lyv:VenueManagementAndLeaseholdsMember2024-03-310001335258us-gaap:TrademarksAndTradeNamesMember2024-03-310001335258us-gaap:DevelopedTechnologyRightsMember2024-03-310001335258us-gaap:OtherIntangibleAssetsMember2024-03-310001335258lyv:ConcertsMember2023-12-310001335258lyv:TicketingMember2023-12-310001335258lyv:SponsorshipAndAdvertisingMember2023-12-310001335258lyv:ConcertsMember2024-01-012024-03-310001335258lyv:TicketingMember2024-01-012024-03-310001335258lyv:SponsorshipAndAdvertisingMember2024-01-012024-03-310001335258lyv:ConcertsMember2024-03-310001335258lyv:TicketingMember2024-03-310001335258lyv:SponsorshipAndAdvertisingMember2024-03-310001335258srt:MinimumMember2024-03-310001335258srt:MaximumMember2024-03-310001335258lyv:SeniorSecuredCreditFacilityTermloanBMember2024-03-310001335258lyv:SeniorSecuredCreditFacilityTermloanBMember2023-12-310001335258lyv:SeniorSecuredRevolvingCreditFacilityMember2024-03-310001335258lyv:SeniorSecuredRevolvingCreditFacilityMember2023-12-310001335258lyv:A65SeniorSecuredNotesDue2027Member2024-03-310001335258lyv:A65SeniorSecuredNotesDue2027Member2023-12-310001335258lyv:A375SeniorSecuredNotesDue2028Member2024-03-310001335258lyv:A375SeniorSecuredNotesDue2028Member2023-12-310001335258lyv:A4.875SeniorNotesDue2024Member2024-03-310001335258lyv:A4.875SeniorNotesDue2024Member2023-12-310001335258lyv:A5.625SeniorNotesDue2026Member2024-03-310001335258lyv:A5.625SeniorNotesDue2026Member2023-12-310001335258lyv:A475SeniorNotesDue2027Member2024-03-310001335258lyv:A475SeniorNotesDue2027Member2023-12-310001335258lyv:A20ConvertibleSeniorNotesDue2025Member2024-03-310001335258lyv:A20ConvertibleSeniorNotesDue2025Member2023-12-310001335258lyv:A3125ConvertibleSeniorNotesDue2029Member2024-03-310001335258lyv:A3125ConvertibleSeniorNotesDue2029Member2023-12-310001335258lyv:OtherLongTermDebtMember2024-03-310001335258lyv:OtherLongTermDebtMember2023-12-310001335258lyv:UnitedStatesVenueManagementAcquisitionMemberlyv:OtherLongTermDebtMember2024-03-310001335258lyv:OtherLongTermDebtMemberlyv:EuropeAssetAcquisitionMember2024-03-310001335258us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001335258us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-03-310001335258us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001335258us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001335258us-gaap:FairValueMeasurementsRecurringMember2024-03-310001335258us-gaap:FairValueMeasurementsRecurringMember2023-12-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A65SeniorSecuredNotesDue2027Member2024-03-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A65SeniorSecuredNotesDue2027Member2023-12-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A375SeniorSecuredNotesDue2028Member2024-03-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A375SeniorSecuredNotesDue2028Member2023-12-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A4.875SeniorNotesDue2024Member2024-03-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A4.875SeniorNotesDue2024Member2023-12-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A5.625SeniorNotesDue2026Member2024-03-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A5.625SeniorNotesDue2026Member2023-12-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A475SeniorNotesDue2027Member2024-03-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A475SeniorNotesDue2027Member2023-12-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A20ConvertibleSeniorNotesDue2025Member2024-03-310001335258us-gaap:FairValueInputsLevel2Memberlyv:A20ConvertibleSeniorNotesDue2025Member2023-12-310001335258lyv:A3125ConvertibleSeniorNotesDue2029Memberus-gaap:FairValueInputsLevel2Member2024-03-310001335258lyv:A3125ConvertibleSeniorNotesDue2029Memberus-gaap:FairValueInputsLevel2Member2023-12-310001335258lyv:CostInvestmentsMemberlyv:SponsorshipAndAdvertisingMember2024-01-012024-03-310001335258lyv:CostInvestmentsMemberus-gaap:WarrantMemberlyv:SponsorshipAndAdvertisingMember2024-01-012024-03-310001335258lyv:CostInvestmentsMemberlyv:SponsorshipAndAdvertisingMemberus-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2024-03-310001335258us-gaap:EquityMethodInvestmentsMemberlyv:ConcertsMember2024-01-012024-03-310001335258us-gaap:EquityMethodInvestmentsMemberlyv:ConcertsMemberus-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel3Member2024-03-310001335258lyv:AstroworldFestivalMember2021-11-05xbrli:pure0001335258lyv:AstroworldFestivalMember2024-03-31lyv:numberOfClaims0001335258us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2023-12-310001335258us-gaap:AccumulatedTranslationAdjustmentMember2023-12-310001335258us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-03-310001335258us-gaap:AccumulatedTranslationAdjustmentMember2024-01-012024-03-310001335258us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-03-310001335258us-gaap:AccumulatedTranslationAdjustmentMember2024-03-310001335258us-gaap:EmployeeStockOptionMember2024-01-012024-03-310001335258us-gaap:EmployeeStockOptionMember2023-01-012023-03-310001335258us-gaap:RestrictedStockMember2024-01-012024-03-310001335258us-gaap:RestrictedStockMember2023-01-012023-03-310001335258us-gaap:ConvertibleDebtSecuritiesMember2024-01-012024-03-310001335258us-gaap:ConvertibleDebtSecuritiesMember2023-01-012023-03-310001335258lyv:ConcertsMemberus-gaap:OperatingSegmentsMember2024-01-012024-03-310001335258lyv:TicketingMemberus-gaap:OperatingSegmentsMember2024-01-012024-03-310001335258us-gaap:OperatingSegmentsMemberlyv:SponsorshipAndAdvertisingMember2024-01-012024-03-310001335258us-gaap:AllOtherSegmentsMemberus-gaap:IntersegmentEliminationMember2024-01-012024-03-310001335258us-gaap:OperatingSegmentsMemberus-gaap:CorporateMember2024-01-012024-03-310001335258lyv:ConcertsMemberus-gaap:IntersegmentEliminationMember2024-01-012024-03-310001335258lyv:TicketingMemberus-gaap:IntersegmentEliminationMember2024-01-012024-03-310001335258lyv:SponsorshipAndAdvertisingMemberus-gaap:IntersegmentEliminationMember2024-01-012024-03-310001335258us-gaap:IntersegmentEliminationMember2024-01-012024-03-310001335258us-gaap:IntersegmentEliminationMemberus-gaap:CorporateMember2024-01-012024-03-310001335258lyv:ConcertsMemberus-gaap:OperatingSegmentsMember2023-01-012023-03-310001335258lyv:TicketingMemberus-gaap:OperatingSegmentsMember2023-01-012023-03-310001335258us-gaap:OperatingSegmentsMemberlyv:SponsorshipAndAdvertisingMember2023-01-012023-03-310001335258us-gaap:AllOtherSegmentsMemberus-gaap:IntersegmentEliminationMember2023-01-012023-03-310001335258us-gaap:OperatingSegmentsMemberus-gaap:CorporateMember2023-01-012023-03-310001335258lyv:ConcertsMemberus-gaap:IntersegmentEliminationMember2023-01-012023-03-310001335258lyv:TicketingMemberus-gaap:IntersegmentEliminationMember2023-01-012023-03-310001335258lyv:SponsorshipAndAdvertisingMemberus-gaap:IntersegmentEliminationMember2023-01-012023-03-310001335258us-gaap:IntersegmentEliminationMember2023-01-012023-03-310001335258us-gaap:IntersegmentEliminationMemberus-gaap:CorporateMember2023-01-012023-03-310001335258us-gaap:OperatingSegmentsMemberus-gaap:AllOtherSegmentsMember2023-01-012023-03-310001335258lyv:AstroworldFestivalMember2023-03-310001335258lyv:TicketingMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-03-310001335258lyv:TicketingMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001335258us-gaap:OtherNoncurrentAssetsMemberlyv:TicketingMember2024-03-310001335258us-gaap:OtherNoncurrentAssetsMemberlyv:TicketingMember2023-12-310001335258lyv:ConcertsMember2023-01-012023-03-310001335258lyv:TicketingMember2023-01-012023-03-310001335258lyv:SponsorshipAndAdvertisingMember2023-01-012023-03-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________ 
Form 10-Q
____________________________________ 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2024
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                
Commission File Number 001-32601
____________________________________ 
LIVE NATION ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
____________________________________
Delaware 20-3247759
(State of Incorporation) (I.R.S. Employer Identification No.)

9348 Civic Center Drive
Beverly Hills, CA 90210
(Address of principal executive offices, including zip code)
(310) 867-7000
(Registrant’s telephone number, including area code)
______________________________________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $.01 Par Value Per ShareLYVNew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     x  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).     Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large Accelerated FilerxAccelerated Filer ¨
Non-accelerated Filer¨Smaller Reporting Company 
Emerging Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).      Yes    x  No
On April 25, 2024, there were 231,442,568 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 1,698,794 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.




LIVE NATION ENTERTAINMENT, INC.
INDEX TO FORM 10-Q
  Page
PART I—FINANCIAL INFORMATION
5
PART II—OTHER INFORMATION


GLOSSARY OF KEY TERMS
AOCIAccumulated other comprehensive income (loss)
AOIAdjusted operating income (loss)
APFAncillary revenue per fan
CompanyLive Nation Entertainment, Inc. and subsidiaries
FASBFinancial Accounting Standards Board
GAAPUnited States Generally Accepted Accounting Principles
GTVGross transaction value
LIBORLondon Inter-Bank Offered Rate
Live Nation
Live Nation Entertainment, Inc. and subsidiaries
SECUnited States Securities and Exchange Commission
SOFRSecured Overnight Financing Rate
Ticketmaster
Our ticketing business
VIEVariable interest entities



PART I—FINANCIAL INFORMATION
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 expenses1,474,295 1,147,581 
    Restricted cash7,640 7,090 
    Other current assets164,230 122,163 
Total current assets10,427,780 9,577,754 
Property, plant and equipment, net2,116,632 2,101,463 
Operating lease assets1,577,490 1,606,389 
Intangible assets
    Definite-lived intangible assets, net1,162,783 1,161,621 
    Indefinite-lived intangible assets, net377,894 377,349 
Goodwill2,699,480 2,691,466 
Long-term advances608,506 623,154 
Other long-term assets1,059,624 934,849 
Total assets$20,030,189 $19,074,045 
LIABILITIES AND EQUITY
Current liabilities
    Accounts payable, client accounts$1,878,540 $1,866,864 
    Accounts payable248,196 267,493 
    Accrued expenses2,766,166 3,006,281 
    Deferred revenue5,025,357 3,398,028 
    Current portion of long-term debt, net1,137,262 1,134,386 
    Current portion of operating lease liabilities159,372 158,421 
    Other current liabilities113,517 128,430 
Total current liabilities11,328,410 9,959,903 
Long-term debt, net5,082,211 5,459,026 
Long-term operating lease liabilities1,642,377 1,686,091 
Other long-term liabilities524,454 488,159 
Commitments and contingent liabilities (see Note 6)
Redeemable noncontrolling interests983,550 893,709 
Stockholders' equity
    Common stock2,302 2,298 
    Additional paid-in capital2,308,595 2,367,918 
    Accumulated deficit(2,454,682)(2,407,949)
    Cost of shares held in treasury(6,865)(6,865)
    Accumulated other comprehensive income35,818 27,450 
Total Live Nation stockholders' equity(114,832)(17,148)
Noncontrolling interests584,019 604,305 
Total equity469,187 587,157 
Total liabilities and equity$20,030,189 $19,074,045 

See Notes to Consolidated Financial Statements
2

LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 Three Months Ended
March 31,
 20242023
 (in thousands except share and per share data)
Revenue$3,799,529 $3,127,390 
Operating expenses:
Direct operating expenses2,646,457 2,115,589 
Selling, general and administrative expenses981,559 690,321 
Depreciation and amortization132,594 115,185 
Loss (gain) on disposal of operating assets(651)504 
Corporate expenses76,077 63,015 
Operating income (loss)(36,507)142,776 
Interest expense80,691 89,215 
Loss on extinguishment of debt 18,366 
Interest income(43,257)(40,313)
Equity in earnings of nonconsolidated affiliates(84)(4,107)
Other expense (income), net(77,054)11,583 
Income before income taxes3,197 68,032 
Income tax expense35,414 23,840 
Net income (loss)(32,217)44,192 
Net income attributable to noncontrolling interests14,516 47,361 
Net loss attributable to common stockholders of Live Nation$(46,733)$(3,169)
Basic and diluted net loss per common share available to common stockholders of Live Nation$(0.53)$(0.25)
Weighted average common shares outstanding:
Basic and diluted229,471,184 228,162,831 
Reconciliation to net loss available to common stockholders of Live Nation:
Net loss attributable to common stockholders of Live Nation$(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
3

LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
 Three Months Ended
March 31,
 20242023
 (in thousands)
Net income (loss)$(32,217)$44,192 
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on cash flow hedge8,369 (3,949)
Realized gain on cash flow hedge(4,730)(3,548)
Foreign currency translation adjustments4,729 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
4


LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(UNAUDITED)

Live Nation Stockholders’ Equity
Common Shares IssuedCommon StockAdditional Paid-In CapitalAccumulated DeficitCost of Shares Held in TreasuryAccumulated Other Comprehensive IncomeNoncontrolling InterestsTotal EquityRedeemable Noncontrolling Interests
(in thousands, except share data)(in thousands)
Balances at December 31, 2023229,785,241 $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 taxes348,102 3 (25,486)— — — — (25,483)— 
Exercise of stock options64,364 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, 2024230,197,707 $2,302 $2,308,595 $(2,454,682)$(6,865)$35,818 $584,019 $469,187 $983,550 

See Notes to Consolidated Financial Statements
5






Live Nation Stockholders’ Equity
Common Shares IssuedCommon StockAdditional Paid-In CapitalAccumulated DeficitCost of Shares Held in TreasuryAccumulated Other Comprehensive LossNoncontrolling InterestsTotal EquityRedeemable Noncontrolling Interests
(in thousands, except share data)(in thousands)
Balances at December 31, 2022228,498,102 $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 taxes184,975 1 (7,950)— — — — (7,949)— 
Exercise of stock options19,962 1 993 — — — — 994 — 
Repurchase of 2.5% convertible senior notes due 2023156,750 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, 2023228,859,789 $2,289 $2,535,553 $(2,974,398)$(6,865)$(17,425)$539,992 $79,146 $710,350 

See Notes to Consolidated Financial Statements
6

LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Three Months Ended
March 31,
 20242023
 (in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)$(32,217)$44,192 
Reconciling items:
Depreciation70,589 57,710 
Amortization62,005 57,475 
Amortization of non-recoupable ticketing contract advances24,080 20,363 
Deferred income tax benefit(5,729)(2,550)
Amortization of debt issuance costs and discounts3,943 4,630 
Loss on extinguishment of debt 18,366 
Stock-based compensation expense31,402 27,571 
Unrealized changes in fair value of contingent consideration12,807 9,702 
Equity in losses of nonconsolidated affiliates, net of distributions3,571 7,793 
Provision for uncollectible accounts receivable1,248 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 revenue1,681,431 1,896,145 
Net cash provided by operating activities988,870 1,155,848 
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable(31,495)(33,579)
Collections of notes receivable2,639 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 paid10,010 96,382 
Purchases of intangible assets(11,673) 
Other, net6,265 (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 costs562 987,793 
Payments on long-term debt(373,253)(604,584)
Contributions from noncontrolling interests28 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 options1,787 994 
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 cash270,393 1,385,078 
Cash, cash equivalents and restricted cash at beginning of period6,238,956 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
7

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.
8

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.
9

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, 2024December 31, 2023
(in thousands)
    Land, buildings and improvements$2,085,796 $2,043,595 
    Computer equipment and capitalized software903,837 888,065 
    Furniture and other equipment651,519 646,966 
    Construction in progress318,633 317,028 
Property, plant and equipment, gross3,959,785 3,895,654 
    Less: accumulated depreciation1,843,153 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 leaseholdsTrademarks
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)
Net588,632 331,787 147,570 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 exchange4,938 (2,807)(946)842 (41)1,986 
Other (2)
(596)(1,145)(4,202)(869)47 (6,765)
Net change59,310 (58)(5,385)(90)135 53,912 
Accumulated amortization:
Amortization
(27,378)(21,851)(6,450)(4,520)(1,806)(62,005)
Foreign exchange311 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.
10

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 contracts10
Technology3
All categories10
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:
ConcertsTicketingSponsorship
& 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)
                 Net1,004,216 1,012,530 674,720 2,691,466 
Acquisitions—current year2,334   2,334 
Acquisitions—prior year8,772   8,772 
Dispositions88   88 
Foreign exchange(10,091)3,082 3,829 (3,180)
Balance as of March 31, 2024:
Goodwill1,440,682 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.

11

NOTE 3—LEASES
The significant components of operating lease expense are as follows:
Three Months Ended
March 31,
20242023
(in thousands)
Operating lease expense$65,736 $65,329 
Variable and short-term lease expense25,195 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,
20242023
(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, 2024December 31, 2023
(in thousands)
Senior Secured Credit Facility:
Term loan B834,718 836,903 
Revolving credit facility 370,000 
6.5% Senior Secured Notes due 20271,200,000 1,200,000 
3.75% Senior Secured Notes due 2028500,000 500,000 
4.875% Senior Notes due 2024575,000 575,000 
5.625% Senior Notes due 2026300,000 300,000 
4.75% Senior Notes due 2027950,000 950,000 
2.0% Convertible Senior Notes due 2025400,000 400,000 
3.125% Convertible Senior Notes due 20291,000,000 1,000,000 
Other long-term debt505,980 511,210 
Total principal amount6,265,698 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 costs6,219,473 6,593,412 
Less: current portion1,137,262 1,134,386 
Total long-term debt, net$5,082,211 $5,459,026 
12

Future maturities of long-term debt at March 31, 2024 are as follows:
(in thousands)
Remainder of 2024$1,128,810 
202525,700 
20261,398,192 
20272,153,870 
20281,515,542 
Thereafter43,584 
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.
13

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 1Level 2TotalLevel 1Level 2Total
(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, 2024December 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.
14

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.
15

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 ItemsTotal
(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 income3,639 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.
16

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,
20242023
Options to purchase shares of common stock2,301,848 3,237,229 
Restricted stock and deferred stock—unvested4,159,664 3,593,402 
Conversion shares related to the convertible senior notes13,004,660 13,004,660 
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding19,466,172 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:
ConcertsTicketingSponsorship
& Advertising
Other & EliminationsCorporateConsolidated
(in thousands)
Three Months Ended March 31, 2024
Revenue$2,879,375$723,178$211,277$(14,301)$ $3,799,529 
% of Consolidated Revenue75.8%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 Revenue72.9%21.7%5.4%%
Intersegment revenue$898$783$$(1,681)$ $— 
AOI$832$271,051$95,531$(7,939)$(39,765)$319,710 
17

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,
20242023
(in thousands)
AOI$367,390 $319,710 
Acquisition expenses30,557 13,311 
Amortization of non-recoupable ticketing contract advances24,080 20,363 
Depreciation and amortization132,594 115,185 
Loss (gain) on disposal of operating assets(651)504 
Astroworld estimated loss contingencies185,915  
Stock-based compensation expense31,402 27,571 
Operating income (loss)$(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,
20242023
(in thousands)
Concerts$657,150 $681,380 
Ticketing54,809 34,600 
Sponsorship & Advertising46,487 50,680 
$758,446 $766,660 

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
“Live Nation” (which may be referred to as the “Company,” “we,” “us” or “our”) means Live Nation Entertainment, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.
Special Note About Forward-Looking Statements
Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II—Other Information—Item 1A.—Risk Factors, in Part I—Item IA.—Risk Factors of our 2023 Annual Report on Form 10-K as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any risk or uncertainty that has already materialized, worsen in scope, impact or duration, or should one or more of the currently unrealized risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We do not intend to update these forward-looking statements, except as required by applicable law
Executive Overview

For the third year in a row, the first quarter was a record start to the year for the Company with strong fan demand across all our markets. Our overall revenue increased by 21% to $3.8 billion on a reported basis, or 22% growth on a constant currency basis as compared to the same period of the prior year. Concerts and Sponsorship both had revenue growth in excess of 20% while Ticketing had high single-digit growth. The most significant growth came from our Concerts segment as a result of increased shows and fans. Our operating income for the quarter decreased by $179.3 million, from an operating income of $142.8 million in the first quarter of 2023 to an operating loss of $36.5 million in the first quarter of 2024 due to higher performance from all three of our major business segments offset by Astroworld estimated loss contingencies in our Concerts segment. The decrease in operating income was $166.4 million at constant currency.
Based on our strong pipeline of arena, amphitheater and theater and club shows for the remainder of the year, coupled with our current deferred revenue balance of $5.0 billion as of March 31, 2024, we are optimistic for continued success in the remainder of the year even with reduced stadium activity relative to the prior year.
All of the segment financial comments to follow are based on reported foreign currency exchange rates.
Our Concerts segment revenue for the quarter increased by $598 million, or 26%, from $2.3 billion in the first quarter of 2023 to $2.9 billion in the first quarter of 2024. The revenue growth was largely the result of more shows and fans both domestically and in our International markets. The number of events for the first quarter of 2024 was approximately 11,200 compared to approximately 9,900 in the first quarter of 2023, an increase of approximately 1,300 events or 13%. The number of fans for the quarter was 22.9 million compared to approximately 18.9 million last year, for growth of 4.0 million fans or 21%. The increase was largely in the United States, Canada and Mexico. Arena shows fueled the improvement with fan count up nearly 40% in these venues. Some of the notable acts touring in the first quarter included Coldplay, Pink, Bad Bunny and Madonna. Our festivals in Latin America included Estereo Picnic in Bogota, Lollapalooza in Sao Paulo and EDC Mexico in Mexico City. Combined, our festivals in these markets had three quarters of a million fans. Concerts AOI for the quarter was $3 million compared to $1 million in the first quarter of 2023.
19

Our Ticketing segment revenue for the quarter increased by $45 million, or 7%, from $678 million in the first quarter of 2023 to $723 million in the first quarter of 2024. The improvement resulted from an increase in ticket sales, notably in Europe and Latin America. We sold approximately 77 million fee-bearing tickets in the first quarter of 2024 compared to 72 million tickets in the same period of the prior year, an increase of 6%. This was our highest first quarter ever for fee-bearing ticket sales driven by double-digit growth in Europe, Asia-Pacific and Latin America. It was our highest first quarter for GTV as well. In the first quarter, we signed 7 million net new tickets of which 70% came from our International markets – one of our best leading indicators regarding the future success of our Ticketing business. Ticketing AOI for the quarter improved by $13 million, from $271 million in the first quarter of 2023 to $284 million in the first quarter of 2024. The combination of record ticket sales, GTV and the expansion of our resale business resulted in our strongest Ticketing AOI ever for the first quarter.
Our Sponsorship & Advertising segment revenue for the quarter increased by $41 million, or 24%, from $170 million in the first quarter of 2023 to $211 million in the first quarter of 2024. The improvement was largely due to our festivals in Latin America. It was our inaugural year consolidating the Estero Picnic festival in Colombia as well as Lollapalooza in Brazil. These two events, along with a number of well attended festivals in Mexico, led to significant revenue and AOI growth for Sponsorship & Advertising. AOI for the quarter increased by $34 million, from $96 million in the first quarter of 2023 to $130 million in the first quarter of 2024.
We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model: expanding our global concerts platform to connect artists and fans, bringing more shows to fans in existing and new markets as well as improving the on-site experience for our fans by enhancing food and beverage products and premium service offerings. We operate the world’s leading ticketing software and marketplace, tailored to achieving the goals of content owners, venues and sports teams. We expect to drive conversion of ticket sales through development of innovative products that support selling tickets to fans. Our ticket marketplaces have reduced friction in the ticket purchase experience and created additional revenue opportunities. In addition, we continue to grow our sponsorship and advertising partnerships and our clients are able to reach their customers via the powerful connection that live shows creates with ardent fans.
20

Consolidated Results of Operations
Three Months
Three Months Ended March 31,% Change
20242023
As ReportedCurrency ImpactsAt Constant Currency**As ReportedAs ReportedAt Constant Currency**
(in thousands)
Revenue$3,799,529 $7,443 $3,806,972$3,127,390 21%22%
Operating expenses:
Direct operating expenses2,646,457 2,115,589 25%
Selling, general and administrative expenses981,559 690,321 42%
Depreciation and amortization132,594 115,185 15%
Loss (gain) on disposal of operating assets(651)504 *
Corporate expenses76,077 63,015 21%
Operating income (loss)(36,507)12,902 (23,605)142,776 **
Operating margin(1.0)%(0.6)%4.6%
Interest expense80,691 89,215 
Loss on extinguishment of debt— 18,366 
Interest income(43,257)(40,313)
Equity in earnings of nonconsolidated affiliates(84)(4,107)
Other expense (income), net(77,054)11,583 
Income before income taxes3,197 68,032 
Income tax expense35,414 23,840 
Net income (loss)(32,217)44,192 
Net income attributable to noncontrolling interests14,516 47,361 
Net loss attributable to common stockholders of Live Nation$(46,733)$(3,169)
____________
*Percentages are not meaningful.
**
Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.
Revenue
Revenue increased $672.1 million during the three months ended March 31, 2024 as compared to the same period of the prior year driven by increased revenue in our Concerts segment of $598.2 million, Ticketing segment of $45.4 million and Sponsorship & Advertising of $41.2 million as further discussed within each segment’s operating results.
Operating income
Operating income decreased $179.3 million during the three months ended March 31, 2024 as compared to the same period of the prior year primarily driven by increased operating losses in our Concerts segment of $212.2 million partially offset by higher operating income in our Sponsorship & Advertising segment of $34.6 million and Ticketing segment of $9.6 million as further discussed within each segment’s operating results.




21

Other expense (income), net
For the three months ended March 31, 2024, we had other income, net of $77.1 million which includes mark to market adjustments for certain investments in nonconsolidated affiliates of $88.7 million, partially offset by net foreign exchange rate losses of $11.8 million. For the three months ended March 31, 2023, we had other expense, net of $11.6 million which includes net foreign exchange rate losses of $9.5 million. The net foreign exchange rate losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.
Income tax expense
For the three months ended March 31, 2024, we had a net tax expense of $35.4 million on income before income taxes of $3.2 million compared to a net tax expense of $23.8 million on income before income taxes of $68.0 million for the three months ended March 31, 2023. For the three months ended March 31, 2024, the income tax expense consisted of $28.0 million related to foreign entities, $1.3 million related to United States federal taxes, and $6.1 million related to state and local income taxes. The net increase in tax expense of $11.6 million was primarily due to profits in certain non-United States jurisdictions.
Net income attributable to noncontrolling interests
Net income attributable to noncontrolling interests decreased $32.8 million during the three months ended March 31, 2024 as compared to the same period of the prior year primarily due to lower operating results from certain concert businesses during the first three months of 2024 as compared to the prior year.
Non-GAAP Measure
AOI
AOI is a non-GAAP financial measure that we define as consolidated 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.
We use AOI to evaluate the performance of our operating segments. We believe that information about 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. AOI is not calculated or presented in accordance with GAAP. A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.
AOI Margin
AOI margin is a non-GAAP financial measure that we calculate by dividing AOI by revenue. We use AOI margin to evaluate the performance of our operating segments. We believe that information about AOI margin 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. AOI margin is not calculated or presented in accordance with GAAP. A limitation of the use of AOI margin as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business.
Accordingly, AOI margin should be considered in addition to, and not as a substitute for, operating income (loss) margin, and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI margin as presented herein may not be comparable to similarly titled measures of other companies.
22

The following table sets forth the reconciliation of consolidated operating income to consolidated AOI for the three months ended March 31, 2024 and 2023:
Three Months Ended March 31,
20242023
(in thousands)
Operating income (loss)$(36,507)$142,776 
Acquisition expenses30,557 13,311 
Amortization of non-recoupable ticketing contract advances24,080 20,363 
Depreciation and amortization132,594 115,185 
Loss (gain) on disposal of operating assets(651)504 
Astroworld estimated loss contingencies185,915 — 
Stock-based compensation expense31,402 27,571 
AOI$367,390 $319,710 
23

Segment Overview
Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising.
Concerts
Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs incurred during the year for shows in future years are expensed at the end of the year. If a current year event is rescheduled into a future year, all advertising costs incurred to date are expensed in the period when the event is rescheduled.
Concerts direct operating expenses include artist fees, event production costs, show-related marketing and advertising expenses, along with other costs.
To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of owned or operated and third-party venues, talent fees, average paid attendance, market ticket pricing, advance ticket sales and the number of major artist clients under management. In addition, at our owned or operated venues and festivals, we monitor APF and premium ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Ticketing
Revenue related to ticketing service charges is recognized when the ticket is sold for our third-party clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized when the event occurs. GTV represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.
Ticketing direct operating expenses include call center costs and credit card fees, along with other costs.
To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our primary and secondary ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, cost of customer acquisition, the purchase conversion rate, and the overall number of customers in our database. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Sponsorship & Advertising
Revenue related to sponsorship and advertising programs is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs.
Sponsorship & Advertising direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.
To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements and online advertising, and the percentage of expected revenue under contract. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

24

Key Operating Metrics
Three Months Ended
March 31,
20242023
(in thousands except estimated events)
Concerts (1)
Estimated events:
North America (2)
7,177 6,309 
International4,026 3,596 
Total estimated events11,203 9,905 
Estimated fans:
North America (2)
10,891 7,658 
International12,039 11,243 
Total estimated fans22,930 18,901 
Ticketing (3)
Estimated number of fee-bearing tickets sold76,578 72,266 
Estimated number of non-fee-bearing tickets sold78,432 73,200 
Total estimated tickets sold155,010 145,466 
 _________

(1)Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.

(2)North America refers to our events and fans within the United States and Canada.

(3)The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters control ticketing which are reported when the events occur. The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform. These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.


25

Segment Operating Results
Concerts
Our Concerts segment operating results were, and discussions of significant variances are, as follows:
 Three Months Ended
March 31,
%
Change
 20242023
 (in thousands)
Revenue$2,879,375$2,281,21226%
Direct operating expenses2,359,4911,838,44628%
Selling, general and administrative expenses726,840456,54559%
Depreciation and amortization90,36370,52828%
Loss (gain) on disposal of operating assets(712)115*
Operating loss$(296,607)$(84,422)*
Operating margin(10.3)%(3.7)%
AOI$3,072$832*
AOI margin **0.1 %— %
_______
*Percentages are not meaningful.
**See “—Non-GAAP Measure” above for the definition of AOI margin.

Three Months
Revenue
Concerts revenue increased $598.2 million during the three months ended March 31, 2024 as compared to the same period of the prior year, primarily due to increased shows and fan growth across the United States and international markets. In particular, higher arena shows and fan count contributed to the increase in revenue. Concerts had incremental revenue of $59.2 million during the three months ended March 31, 2024 from acquisitions and new venues.
Operating results
Concerts AOI increased $2.2 million for the three months ended March 31, 2024 as compared to the same period of the prior year primarily driven by an increase in revenue discussed above partially offset by higher direct operating expenses to support increased shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses. The increase in operating losses of $212.2 million and remaining change in operating loss outside of AOI of $214.4 million is primarily associated with Astroworld estimated loss contingencies of $185.9 million during the current year and higher depreciation and amortization of $19.8 million for additional capital expenditures incurred to support the increased operations.
26

Ticketing
Our Ticketing segment operating results were, and discussions of significant variances are, as follows:
Three Months Ended
March 31,
%
Change
20242023
(in thousands)
Revenue$723,178