LYV 10-K & 10-Q changes, risk factors and insider trading

Our business is highly sensitive to rapidly changing public tastes and is dependent on the availability of popular artists and events. Our live entertainment business depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them. Since we rely on unrelated parties to create and perform at live music events, any unwillingness to tour or lack of availability of popular artists could limit our ability to generate revenue. In particular, there are a limited number of artists that can headline a major North American or global tour or who can sell out larger venues, including many of our amphitheaters.venues. If those artists do not choose to tour, or if we are unable to secure the rights to their future tours, then our concerts business would be adversely affected. Our artist management business could be adversely affected if the artists it represents do not tour or perform as frequently as anticipated, or if such tours or performances are not as widely attended by fans as anticipated due to changing tastes, general economic conditions or otherwise. Our ticketing business relies on third parties to create and perform live entertainment, sporting and leisure events and to price tickets to such events. Accordingly, our ticketing business’ success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.

In addition, our live entertainment business typically books our live music tours four to eight months in advance of the beginning of the tour and often agrees to pay an artist a fixed guaranteed amount prior to our receiving any revenue. Therefore, if the public is not receptive to the tour, or we or an artist cancel the tour, we may incur a loss for the tour depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as lost revenue we could have earned at booked venues. We have cancellation insurance policies in place to cover a portion of our losses if an artist cancels a tour but such policies may not be sufficient and are subject to deductibles. Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our services, which would adversely affect our business, financial condition and results of operations.

Our Concerts and Sponsorship & Advertising segments require access to venues to generate revenue from live music events. For these events, we use venues that we own, butas wewell also operateas a number of our live music venues under various agreements which include leases with third parties, ownership through an equity interest or booking agreements, which are agreements where we contract to book the events at a venue for a specific period of time. Our long-term success in the live music business will depend in part on the availability of venues, our ability to lease these venues and our ability to enter into booking agreements upon their expiration. As many of these agreements are with third parties over whom we have little or no control, we may be unable to renew these agreements or enter into new agreements on acceptable terms or at all, and may be unable to obtain favorable agreements with venues. Our ability to renew these agreements or obtain new agreements on favorable terms depends on a number of other factors, many of which are also beyond our control, such as national and local business conditions and competition from other promoters. If the cost of renewing these agreements is too high or the terms of any new agreement with a new venue are unacceptable or incompatible with our existing operations, we may decide to forego these opportunities. There can be no assurance that we will be able to renew these agreements on acceptable terms or at all, or that we will be able to obtain attractive agreements with substitute venues, which could have a material adverse effect on our results of operations.

OnFor instance, 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, hundreds of civil lawsuits were filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages. These events were the subject of an inquiry we received from the House of Representatives Committee on Oversight and Reform. As of December 31, 2024, all wrongful deathAll lawsuits relating to Astroworld have been resolved,resolved andsince nearlyearly all claims alleging personal injury have been settled.2025. We incurred losses in excess of our insurance recovery in connection with those settlements.lawsuits.

Although we have developed systems and processes that are designed to protect customer and employee information and to prevent security breaches or incidents (which could result in data loss or other harm or loss), such measures cannot provide absolute security or certainty. It is possible that advances in computer and hacker capabilities, new variants of malware, the development of new penetration methods and tools, inadvertent violations of company policies or procedures or other developments could result in a compromise of customer or employee information or a breach of the technology and security processes that are used to protect customer and employee information. The techniques used to obtain unauthorized access, automate or expedite transactions or other activities on our platform, disable or degrade service or sabotage systems (or otherwise bring about one or more of these effects) may change frequently and as a result, may be difficult for our business to detect for long periods of time and may impact the efficacy of our defenses and/or the products and services we provide. In addition, despite our best efforts, we may be unaware of or unable to anticipate these techniques or implement adequate preventative measures. We have expended significant capital and other resources to protect against and remedy such potential security breaches, incidents and their consequences, and will continue to do so in the future, including the establishment of a dedicated cybersecurity organization within our larger technology environment, andas willwell continueas tocybersecurity do soroles in thecritical future.business areas.

Regulators and government enforcement actions worldwide are imposing significant fines against companies for data privacy violations. Our business operations, including our ticketing business, involve the collection, transfer, use, disclosure, security, and disposal of personal or sensitive information in various locations around the world, including the European Union (“E.U.”), where the General Data Protection Regulation (“GDPR”) governs data privacy and can result in the imposition of significant fines and penalties. In addition, following the withdrawal of the United Kingdom (“U.K.”) from the E.U. on December 31, 2020, we were required to separately comply with the U.K.’s data protection law, under which additional fines and penalties could be imposed independent of the GDPR. U.K. data protection law has continued to evolve and, notwithstanding the current E.U. decision that allows data to be transferred from the E.U. to the U.K., we anticipate additional changes to U.K. data protection law within the next 12-18 months. In the United States, several states (including California, Virginia, and Colorado) have required us to update our policies and procedures to continue to protect data as required under those laws. State and federal legislators in the United States continue to consider, and enact, new privacy laws, which may require further updates to ensure compliance. Other jurisdictions in which we have operations, including Asia, India, Mexico and South America have also become active with privacy legislation. Additional changes to data privacy laws and regulations around the world, including in the E.U., U.K., and/or the United States,world could lead to additional compliance costs and could increase our overall risk.

We have been granted trademark registrations and patents and/or also have trademark and patent applications pending with the United States Patent and Trademark Office and/or various foreign authorities for various proprietary trademarks, technologies and other inventions. Any patent or trademark application filed may not result in a patent or trademark registration being issued, or existing or future patents or trademarks may not be adjudicated valid by a court or be afforded adequate protection against competitors. Likewise, the issuance of a patent or trademark registration to us does not mean that its processes, inventions or trademark will not be found to infringe upon rights previously issued to third parties. We rely on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect these proprietary rights. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our intellectual property without authorization which, if discovered, might require legal action to correct. In addition, third parties may independently and lawfully develop substantially similar intellectual properties.properties, but depending on how similar they are, we may take action against those third parties as described below.

As we expand into new markets these risks will be intensified and will have the potential to impact a greater percentage of our business and operating results. Our ability to expand our international operations into new jurisdictions, or further into existing jurisdictionsjurisdictions, will depend, in significant part, on our ability to identify potential acquisition candidates, joint venture or other partners, and enter into arrangements with these parties on favorable terms, as well as our ability to make continued investments to maintain and grow existing international operations. If the revenue generated by international operations is insufficient to offset expenses incurred in connection with the maintenance and growth of these operations, our business, financial condition and results of operations could be materially and adversely affected. In addition, in an effort to make international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

Our failure to comply with these laws and regulations could result in proceedings/fines against us by governmental agencies and private actions brought by consumers, which if material, could adversely affect our business, financial condition and results of operations. While we attempt to conduct our business and operations in a manner that we believe to be in compliance with such laws and regulations, there can be no assurance that a law or regulation will not be interpreted or enforced in a manner contrary to our current understanding of the law or regulation. In addition, the promulgation of new laws, rules and regulations could restrict or unfavorably impact our business, which could decrease demand for services, reduce revenue, increase costs and/or subject us to additional liabilities. For example, some legislatures have proposed laws in the past that would impose potential liability on us and other promoters and producers of live music events for entertainment taxes and for incidents that occur at our events, particularly relating to drugs and alcohol. New legislation could be passed that may negatively impact our business, such as provisions that have recently been proposed in various jurisdictions. Additionally, governmental actions such as the current sanctions by the United States Department of the Treasury’s Office of Foreign Assets Control and European regulators on certain Russian individuals and entities, as well as other sanctions elsewhere in the world, could restrict or limit our business activities in certain areas or subject us to sanction for noncompliance, even if inadvertent. More recently, the European Unions’s DSA came into force in November 2022 and the majority of its substantive provisions took effect in February 2024. The DSA imposes new obligations around illegal services or content on our sites, traceability of business users, and enhanced transparency measures, and failure to comply can result in fines of up to 6% of total annual worldwide turnover.

From time to time, federal, state and local authorities and/or consumers commence investigations, inquiries or litigation with respect to our compliance with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws. Our businesses have historically cooperated with authorities in connection with these investigations and have satisfactorily resolved each such material investigation, inquiry or litigation.investigations. We are currently subject to agreements with the States of New Jersey, Maryland, Nevada, Illinois, and North Carolina and the FTC which govern, and in certain cases place limitations on, our ticketing resale practices. Our competitors in the secondary ticket sales market are not, to our knowledge, bound by such limitations (other than as a result of laws that apply equally to all secondary ticket sellers) and as a result, we may be at a competitive disadvantage. From time to time, other states, Canadian provinces and the federal government have commenced investigations or inquiries related to other aspects of our ticketing business, including a now-settled suit brought by the Canadian Competition Bureau relating to alleged deceptive marketing practices. In addition, inuntil January 2020,recently, we agreedwere bound by the terms of a consent decree with the United States Department of Justice to extend the duration of the consent decree we entered into in connection with our merger with Ticketmaster Entertainment LLC, which placesplaced certain restraints on our business (see the risk factor entitled “We agreed with the United States Department of Justice to extend and clarify the court-imposed final judgment to which we became subject in connection with the merger of Live Nation, Inc. and Ticketmaster Entertainment LLC, which places certain restrictions and obligations on us which could negatively impact our business” below).business. We have incurred legal expenses in connection with the defense of governmental investigations and litigation in the past and may be required to incur additional expenses in the future regarding such investigations and litigation. In the case of antitrust (and similar or related) matters, any adverse outcome could limit or prevent us from engaging in the ticketing business generally (or in a particular segment thereof) or subject us to potential damage assessments, all of which could have a material adverse effect on our business, financial condition and results of operations.

Our results may be affected by the outcome of pending and future litigation. Unfavorable rulings in our legal proceedings may have a negative impact on us that may be greater or smaller depending on the nature of the rulings. In addition, we are currently, and from time to time in the future may be, subject to various other claims, investigations, legal and administrative cases and proceedings (whether civil or criminal) or lawsuits by governmental agencies or private parties, as further described in the immediately preceding risk factor. If the results of these investigations, proceedings or suits are unfavorable to us or if we are unable to successfully defend against third-party lawsuits, we may be required to pay monetary damages or may be subject to fines, penalties, injunctions or other censure that could have a material adverse effect on our business, financial condition and results of operations. Even if we adequately address the issues raised by an investigation or proceeding or successfully defend a third-party lawsuit or counterclaim, we may have to devote significant financial and management resources to address these issues, which could harm our business, financial condition and results of operations. Refer to Item 3—Legal Proceedings for further discussion.

The U.S. Department of Justice and the attorneys general of certain states have sued us 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. In addition, the United States Federal Trade Commission and the attorneys general of certain states have sued us alleging violations of various federal and state laws relating to alleged deceptive and illegal ticketing practices. An unfavorable outcome in thiseither matterof these matters could adversely affect our business and operating results.

In May 2024, we were sued by statethe United States Department of Justice and federalstate authorities for alleged violations of various laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action, with various forms of relief requested 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, monetary damages, and other forms of relief. WhileThe this litigationcase is atnow in its earlylate stagesstages, andwith wediscovery believecompleted. thatIt weis havepresently substantial defensesscheduled to the claims asserted in the matter, duego to the nature of the allegations and the potential remedies being sought, an unfavorable outcome in this matter could have a material adverse impacttrial on ourMarch business2, and operating results.2026.

The global COVID-19 pandemic had a material negative impact on our business and operating results. During the height of the pandemic, we ceased all Live Nation tours and closed our venues to support global efforts at social distancing and mitigating the spread of the virus, and to comply with restrictions put in place by various governmental entities. While our operations have largely returned to normal, any resurgence of the pandemic, or outbreaks causing localized endemics in markets where we have significant operations, would adversely affect our business, financial condition and results of operations. Each of our segments depends on live music and sporting events in order to generate most of its revenue. There can be no assurances that new outbreaks of COVID-19 or other epidemics will not again cause operations in impacted markets to close and/or revert to restrictions on activities experienced during the height of the pandemic for an unknown duration of time.

Because we own assets overseas and derive revenue from our international operations, we may incur currency translation losses or gains due to changes in the values of foreign currencies relative to the United States Dollar. We cannot predict the effect of exchange rate fluctuations upon future operating results. For the year ended December 31, 2024,2025, our international operations accounted for approximately 38%43% of our revenue. We cannot predict the future relationship between the United States Dollar and the currencies used by our international businesses, principally the British Pound, Euro, Australian Dollar, Canadian Dollar and Mexican Peso. We experienced foreign exchange rate operating income of $10.7 million and $29.6 million for the yearyears ended December 31, 20232025 and December 31, 2023, respectively, and foreign exchange operating losses of $52.4 million and $39.8 million for the yearsyear ended December 31, 2024 and December 31, 2022, respectively,2024, which impacted our operating income (loss).income. See Item 7A.—Quantitative and Qualitative Disclosures about Market Risk.

Our overall revenue increased by $429$2.0 million,billion, or 2%,9%, to $23.2$25.2 billion as compared to last year. The increase in revenue was $664$1.8 millionbillion without the impact of changes in foreign exchange rates. Operating income for the year declinedimproved by $260$426.7 million or 24%52%, primarilylargely relatedfrom tothe impact of the Astroworld estimatedlosses loss contingencies of $455 million partially offset by stronger performancerecorded in our Concerts and Sponsorship segments.2024. The decreaseincrease in operating income was $208$416.0 million without the impact of changes in foreign exchange rates. Consolidated AOI for the year increased by $265$220.5 million, or 14%,10%, to $2.1$2.4 billion this year. The increase in AOI was $320 million without the impact of changes in foreign exchange rates.

Our event-related deferred revenue balance increased by $336$698.7 million, or 11%,21%, to $3.3$4.0 billion as of December 31, 20242025 compared to December 31, 2023.2024. This, coupled with current ticket sales for 2026, which are up 10% versus the same point in 2025, suggests ongoing strong demand for concerts, making us confident in our continued success in the year ahead.

For the year, we experienced unfavorablefavorable foreign currency translation impacts of $235$199.0 million on revenues,revenues $52and $10.7 million on operating income and $55 million on AOI.income. The majority of the impactsfavorable impact came from Latinthe AmericanEuro currencies.and British Pound, partially offset by the Mexican and Argentinian Pesos.

Our Concerts segment revenue for the year increased by $283$1.8 million,billion, or 2%10% compared to 2023,2024, from $18.7$19.0 billion to $19.0$20.9 billion. The growth in revenue was the result of more fans enjoying their favorite artists and spending more money at events to maximize their unique live experiences. Approximately 151159 million fans attended our shows in the year, our largest annual fan count ever, compared to approximately 146151 million last year, for growth of over 58 million or 4%.5%. The growth was relativelyfocused evenly distributed acrossin our globalinternational marketsmarkets, withmost notable strengthnotably in theEurope, United States, Latin AmericaMexico and Asia-Pacific.Asia. Growth in amphitheater,stadium arenacontent and theater & clubdrove fan count drove the increaseincreases in shownearly attendance.all Inof particular,our arenamarkets, fanhitting countan increasedall-time by almost 8 million fans to over 50 million fans globally.high. Some of the larger acts touring globally in the year included Coldplay,Shakira, Pink,Kendrick MetallicaLamar, The Weeknd and Olivia Rodrigo,Oasis, reflecting the global diversified base of ourthe artists.industry.

Our Ticketing segment revenue for the year increased by $29$92.5 million, or 1%,3%, compared to 2023,2024, from $2.96$3.0 billion to $2.99$3.1 billion. Ticketing AOI for the year was $1.1 billion, up 1% compared to our 2024 results. We sold 331346 million fee-bearing tickets in 20242025 compared to 329340 million tickets last year, essentiallyup flat6 formillion tickets or 2%. Concerts fee-bearing tickets were up 4% while we saw reductions in the year.Sports, Arts and Family categories. Secondary tickets remain a small portion of our fee-bearing business and we continued to invest to align with artist and fans’ interest. Fee-bearing GTV for the year was $34.7$37.1 billion, downup $1$2.1 billion, or 3%6% compared to 2023.2024. DespiteAgain, someconcerts led this favorability, growing GTV by 9% where our other sales headwindsgenres duringsaw thean overall drop in GTV. The year and a tough 2023 comparison with respect to stadium activity, the yearalso ended on ana encouragingpositive note with the fourth quarter coming in as our highest quarter ever for transactedreported ticket sales and GTV. It was our second highest quarter ever for transacted ticket sales and GTV, fueled by record stadium sales in our international markets for 2026 events. This resulted in aour recordhighest fourth quarter deferred revenue for Ticketing across all of our key financial metrics – revenue, operating income and AOI.Ticketing.

Ticketing AOI for the year was $1.1 billion, roughly in line with our 2023 results. We signed 22.827.0 million net new tickets in 2024,2025, of which 14.320.5 million, or roughly 60%,75%, are from clients outside of North America, highlighting the significance of our international operations and our global expansion opportunity. This gives us confidence that our ticketing platforms’ features and functionalities will continue to fuel growth going forward.

We are optimistic about the long-term potential of our Company and areremain focused on the key elements of our business model: expanding our global platforms to connect artists and fans.

Revenue increased $429.3$2.0 millionbillion during the year ended December 31, 20242025 as compared to the prior year driven by increased revenue in our Concerts segment of $283.4$1.8 million,billion, Ticketing segment of $29.2$92.5 million and Sponsorship & Advertising segment of $99.8$134.2 million as further discussed within each segment’s operating results.

Operating income decreasedincreased $260.4$426.7 million during the year ended December 31, 20242025 as compared to the prior year primarily driven by decreasedincreased operating income in our Concerts segment of $313.2$467.5 million, which included Astroworld estimated loss contingencies of $454.9 million,million and Ticketing segment of $20.7 million. These decreases in operating income were partially offset by increased operating income in our Sponsorship & Advertising segment of $99.2$81.6 millionmillion. These were partially offset by higher certain acquisition expenses of $87.6 million, as further discussed within each segment’s operating results.

For the year ended December 31, 2024,2025, we had a net tax expense of $339.8 million on income before income taxes of $1.0 billion compared to a net tax benefit of $391.7 million on income before income taxes of $739.4 million compared to a net tax expense of $209.5 million on income before income taxes of $913.3 million for 2023.2024. In 2024,2025, the net income tax benefitexpense consisted of $518.3$49.0 million of tax benefitexpense related to United States federal income taxes, $127.0$277.3 million of tax expense related to foreign entities and $0.4$13.5 million of tax benefitexpense related to state and local income taxes. The net decreaseincrease in tax expense of $601.2$731.5 million is primarily related to athe release of valuation allowanceallowances release,in 2024, due to changes in judgment regarding the realizability of certain deferred tax assets. The remaining change in tax expense is due to increased operational results in tax paying jurisdictions during 2025.

Net income attributable to noncontrolling interests increaseddecreased $87.9$40.1 million during the year ended December 31, 20242025 as compared to the prior year primarily due to higherlower operatingshow resultsactivity from certain concert businesses during 20242025 as compared to the prior year.

Consolidated AOI is a non-GAAP financial measure that we define as consolidated 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. WeDue to the significant and non-recurring nature of the matters, 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, dueand expenses for regulatory compliance matters associated with the provision for (possible) losses arising from certain significant governmental investigations and litigations under ASC 450 - Contingencies, which are described under the heading “Governmental Investigations and Litigation” in Note 7 of the Notes to the significantConsolidated andFinancial non-recurringStatements natureherein. ofExcept theas matter.described Ongoingabove, ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

(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.affiliates along with tickets sold on our “do it yourself” platform. This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters or venues 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.offices. 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.

Concerts AOI increased $209.4$157.3 million and operating income increased $467.5 million during the year ended December 31, 20242025 as compared to the prior yearyear. The increase in AOI was primarily driven by anhigher increaserevenue in revenues from the number of showsas discussed above partially offset by increased sellingdirect generaloperating expenses to support more stadium shows and administrative expenses related to additional compensation expenses fueled byfan growth fromat our venue footprint and additional global activity.events. The remaining change in operating income outside of AOI of $522.6$310.2 million is primarily associated with the nonrecurring Astroworld estimated loss contingencies ofin $454.9the millionprior andyear. These were partially offset by higher depreciation and amortization expensesexpense of $49.4$74.7 million forrelated additionalto capital expenditures incurred to support thenew increasedvenues operationsin operation in 2025 as well as fromincreased acquisitionsoperations, andhigher newacquisition venues.expenses of $43.2 million, mostly due to contingent consideration changes during 2025, as well as higher stock-based compensation of $42.6 million.

Ticketing AOI decreasedincreased $16.5$10.8 million and operating income decreased $20.7$11.5 million during the year ended December 31, 20242025 as compared to the prior year primarily driven by higher revenue discussed above partially offset by higher selling, general and administrative expenses attributabledue to improvingincreased theinvestments userin experiencecybersecurity and reducingnew frictionfan-friendly duringtools. highThe demandremaining on-sales.change in operating income outside of AOI of $22.3 million is primarily due to higher stock-based compensation of $13.2 million.

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Sponsorship & Advertising revenue increased $99.8$134.2 million during the year ended December 31, 20242025 as compared to the prior year due to primarily drivendue byto increased sponsorship activity fromin ourthe United States and international marketsmarkets, notably for naming rights and onsitesponsorship sponsorships.deals attached to new venues. In addition, new and expanded digital platform integrations in the United States and increased partnerships in European markets contributed to higher revenue during 2025.

Our balance sheet reflects cash and cash equivalents of $7.1 billion and short-term investments of $76.6 million at December 31, 2025 and cash and cash equivalents of $6.1 billion at December 31, 2024 and $6.2 billion at December 31, 2023.2024. Included in the December 31, 20242025 and 20232024 cash and cash equivalents balances are $1.6 billion and $1.5$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, which we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis. Our foreign subsidiaries held approximately $3.3$4.5 billion in cash and cash equivalents, excluding client cash, at December 31, 2024.2025. We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign withholding or transaction taxes on future repatriations.

For our Concerts segment, we often receive cash related to ticket revenue in advance of the event, which is recorded in deferred revenue until the event occurs. In the United States, this cash is largely associated with events in our owned or 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. With the exception of some upfront costs and artist advances, which are recorded in prepaid expenses until the event occurs, we pay the majority of event-related expenses at or after the event. Artists are paid when the event occurs under one of several different formulas, which may include fixed guarantees and/or a percentage of ticket sales or event profits, net of any advance they have received. When an event is cancelled, any cash held in deferred revenue is reclassified to accrued expenses as those funds are typically refunded to the fan within 30 days of event cancellation. When a show is rescheduled, fans have the ability to request a refund if they do not want to attend the event on the new date, although historically we have had low levels of refund requests for rescheduled events.

In DecemberOctober 2024,2025, we issued $1.1$1.4 billion aggregate principal amount of 2.875% convertibleConvertible seniorSenior notesNotes due 2030.2031. In conjunction with this issuance, we used the net proceeds together with borrowings under the new senior secured credit facility detailed below, (i) to fund the redemption in full of all of the 5.625% Senior Notes due 2026, (ii) to repay $585.0in millionfull amounts outstanding amounts under our seniorterm securedloan B facility and the revolving credit facilities under our prior senior secured credit facility, (iii) to repurchase $316.0 million aggregate principal amount of the 2.0% convertible senior notes due 2025 andpay related repurchase premiums, fees and accruedexpenses interestin of $98.0 million, paid debt issuance costs of $18.1 million,connection with anythe remaininguses proceedsdescribed availablein clauses (i) and (ii), and (iv) for general corporate purposes.

In JanuaryDecember 2023,2024, we issued $1.0$1.1 billion principal amount of 3.125%2.875% convertible senior notes due 2029.2030. In conjunction with this issuance, we used approximately $485.8 million of the net proceeds to repay $585.0 million outstanding amounts under our existing senior secured revolving credit facility, to repurchase $440.0$316.0 million aggregate principal amount of the 2.5%2.0% convertible senior notes due 2023,2025 enteredand intorelated cappedrepurchase callpremiums, transactionsfees atand aaccrued costinterest of $75.5$98.0 million, paid debt issuance costs of $15.0$18.1 million, with any remaining proceeds available for general corporate purposes.

For the years ended December 31, 2024, 2023 and 2022, $5.0 million, $15.0 million and $12.4 million, respectively, of insuranceInsurance proceeds and landlord or noncontrolling interest partner reimbursements have been excluded from capital expenditures in the table above.above for the years ended December 31, 2025, 2024 and 2023, of $35.5 million, $5.0 million and $15.0 million, respectively.

Revenue generating capital expenditures for 20242025 increased from the same period of the prior year primarily due to enhancementsvenue at our theatersexpansion and amphitheatersenhancements inacross theNorth UnitedAmerica Statesand asLatin well as a stadium in Mexico.America.

We expect capital expenditures to be approximately $900$1.1 millionbillion to $1.0$1.2 billion for the year ending December 31, 20252026 with approximately 85% dedicated to revenue generating projects, including $700$800 million to $800$850 million of spend relating to our venue expansion and enhancement plans. Some of the more significant projects in 2025 include an extensive renovation of an arena in Hamilton, Ontario in Canada and the new Riverside Amphitheater outside of Kansas City, Missouri which will open in 2026. In the third quarter of 2025, our new stadium in Bogota, Colombia will open, with capacity for 40,000 fans, further strengthening our presence in Latin America. Approximately $250 million of our capital expenditure estimate is being funded outside our cash flow by third party equity partners, sponsors, pre-selling certain premium rights and project-based debt.

Cash provided by operating activities increaseddecreased $362.2$329.9 million for the year ended December 31, 20242025 as compared to the prior year primarily due to an overall increase in net income combined with changes in operating assets and liabilities from timing of events on sale, payments and receipts as well as an overall decrease in net income, which were partially offset by higherlower deferred income taxes, lower provision for uncollectible accounts receivable, changes in fair value of contingent considerations from certain acquisitions and higherlower gains on mark-to-market of investments in nonconsolidated affiliates and crypto assets during 2024.2025.

Cash used in investing activities increased $158.5$372.2 million for the year ended December 31, 20242025 as compared to the prior year primarily due to higher purchases of property, plant and equipment in 20242025 for revenue generating capital expenditures and cash paid for acquisitions, net of cash acquired, which were partially offset by lower advances in notes receivable and higher collections of notes receivable due to timing.expenditures. See “—Uses of Cash” above for further discussion.

We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. Our foreign subsidiaries also carry certain net assets or liabilities that are denominated in a currency other than that subsidiary’s functional currency. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. We operate in certain countries that are hyper-inflationary, for example Argentina, however the impact of these currencies did not have a material impact on our statement of operations for the year ended December 31, 2024.2025. Our foreign operations reported an operating income of $744.4$575.7 million for the year ended December 31, 2024.2025. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the year ended December 31, 20242025 by $74.4$57.6 million. As of December 31, 2024,2025, our most significant foreign exchange exposure included the Euro, British Pound, Australian Dollar, Canadian Dollar and Mexican Peso. This analysis does not consider the implication such currency fluctuations could have on the overall economic conditions of the United States or other foreign countries in which we operate or on the results of operations of our foreign entities. In addition, the reported carrying value of our assets and liabilities, including the total cash and cash equivalents held by our foreign operations, will also be affected by changes in foreign currency exchange rates.

Our market risk is also affected by changes in interest rates. We had $6.5$8.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of December 31, 2024.2025. Of the total amount, we had $6.0$7.1 billion of fixed-rate debt and $457.6$1.2 millionbillion of floating-rate debt.

In January 2020, we entered into an interest rate swap agreement that is designated as a cash flow hedge for accounting purposes to effectively convert a portion of our floating-rate debt to a fixed-rate basis. The swap agreement expires in October 2026, has a notional amount of $500 million and ensures that a portion of our floating-rate debt for our outstanding term loan B facility does not exceed 3.445%.

For the year ended December 31, 2024, as part of a refresh of the fair values of reporting units, as of July 1, 2024, three of our reporting units were assessed under quantitative analysis to support future qualitative evaluation. As of October 1, 2024, as required by our policy to perform goodwill tests annually as of October 1,annually, these three reporting units were also assessed under the initial qualitative evaluation and did not advance to the quantitative analysis. As of October 1, 2024 the remaining three reporting units with goodwill were assessed under quantitative analysis to support future qualitative evaluation. All of our reporting units assessed under the quantitative analysis primarily used a discounted cash flows methodology, with a lesser weighting attributed to the market multiple approach. The discounted cash flows methodology estimates fair value by discounting the reporting unit’s estimated future cash flows using a weighted-average cost of capital that reflects current market conditions and the risk profile of the reporting unit. Under the market multiple approach, the estimated fair value of the reporting unit was estimated by applying market multiples derived from stock prices of companies that are engaged in the same or similar lines of business as the reporting unit and that are actively traded on a free and open market. The derived multiples are then applied to the reporting unit’s financial metrics.

The second quarter continued the robust trend we saw in the first quarter wasof a2026, robustwith startongoing toconsumer the yeardemand for thelive Company.experiences Baseddemonstrated in our year-over-year global ticket sales trends across all of our major markets and with double-digit growth for amphitheater, arena and stadium sales. Onsite spend is up across multiple markets and venue types, and our two newest amphitheaters are already among our top performers on premium spending. Finally, our strong pipelinelineup of amphitheater, arena and stadium shows for the remainder of the year,year is almost fully booked. These indicators, coupled with our current event-related deferred revenue balance of $6.6$6.4 billion as of MarchJune 31,30, 2026, which isincreased up $1.2$1.3 billion or 22%25% compared to MarchJune 31,30, 2025, wemakes areus optimistic for continued growth in the remainder of the year.

OurFor overallthe first six months of 2026, our consolidated revenue grewincreased by 12% to $3.8$1.1 billion on a reported basis, or 9% on a constant currency basis as10%, compared to the same period of last year.year, Allfrom of$10.4 ourbillion reportingto segments$11.5 hadbillion. revenueOur growthconsolidated inoperating income was $151.4 million for the first quarter,six with the majoritymonths of growth2026, comingcompared fromto additional$601.4 arena show volume in Concerts. Operating incomemillion for the quarterfirst decreasedsix bymonths $485.3of 2025, a decrease of $450.0 million, fromor 75%. The decrease in operating income of $114.8 million in the first quarter of 2025 to an operating loss of $370.5 million in the first quarter of 2026was primarily due to Governmental Investigations and Litigation as discussed in Note 6 – Commitments and Contingent Liabilities,Liabilities. which is recorded in Corporate expenses.Consolidated AOI for the quarterfirst grewsix months increased by 9%$48.5 million, or $29.94%, million.compared to the same period in 2025, from $1.1 billion to $1.2 billion.

Our Sponsorship & Advertising segmentsegment’s revenue for the quarter increased by $42.5$42.4 million, or 20%,12%, from $216.1$340.6 million in the firstsecond quarter of 2025 to $258.6$383.0 million in the firstsecond quarter of 2026. The improvement was largely due to increased festival sponsorship in Latin America as well as additional venue sponsorship across multiple markets. Our committed sponsorship sales are up over double-digits year-over-year, giving us confidence we will deliver growth for 2026 once again in our Sponsorship & Advertising segment. AOI for the quarter increased by $28.6$29.3 million, or 21%,13%, from $136.0$227.6 million in the firstsecond quarter of 2025 to $164.6$256.9 million in the firstsecond quarter of 2026. Growth in the quarter was largely driven by new venue and festival deals across multiple markets in Europe as well as Latin America. This included newly acquired venues in Italy, Chile and Argentina.

Revenue increased $410.9$1.1 millionbillion during the threesix months ended MarchJune 31,30, 2026 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $291.5$789.4 million, Ticketing segment of $70.3$179.9 million and Sponsorship & Advertising segment of $42.5$84.9 million, as further discussed within each segment’s operating results.

Operating income decreased $485.3$450.0 million during the threesix months ended MarchJune 31,30, 2026 as compared to the same period of the prior year,year primarily associated with Governmental Investigations and Litigation as discussed in Note 6 – Commitments and Contingent Liabilities, increased operating loss in our Concerts segment of $30.1 millionLiabilities and decreased operating income in our TicketingConcerts segment of $7.4$100.3 million. These were partially offset by increased operating income in our Ticketing segment of $28.0 million and Sponsorship & Advertising segment of $25.5$51.8 million, as further discussed within each segment’s operating results.

For the threesix months ended MarchJune 31,30, 2026, we recorded a net income tax benefitexpense of $32.1$83.6 million on pretax lossincome of $412.1$106.5 million, compared to a net income tax expense of $19.7$137.4 million on pretax income of $66.0$486.4 million for the threesix months ended MarchJune 31,30, 2025. The net decrease in income tax expense of $51.8$53.7 million was primarily due to pretaxa lossesdecrease in 2026 compared to pretax income in 2026 as compared to the same period of the prior year.year, partially offset by the nondeductible tax impact of the Governmental Investigations and Litigation accrual as discussed in Note 6 – Commitments and Contingent Liabilities.

The following table sets forth the reconciliation of consolidated operating income (loss) to consolidated AOI for the three and six months ended MarchJune 31,30, 2026 and 2025:

Concerts revenue increased $291.5$498.0 million during the three months ended MarchJune 31,30, 2026 as compared to the same period of the prior year primarily due to fan count growth from more arena shows driven by our International markets, particularly mainland Europe and fans.South America, as well as revenue of $30.3 million from newly opened venues. Concerts had incremental revenue of $189.0$109.1 million during the three months ended MarchJune 31,30, 2026 from acquisitions and newly opened venues.acquisitions.

Concerts AOI decreased $3.7$49.1 million and operating lossincome increaseddecreased $30.1$70.2 million during the three months ended MarchJune 31,30, 2026 as compared to the same period of the prior year. The decrease in AOI was primarily driven by higherthe directgeographic operatingmix expensesof stadium shows as stadium activity for North America shifted from the second quarter to supportthe morethird arenaquarter showsof and2026 fanas growtha atresult eventsof andthe FIFA World Cup. We also had higher selling, general and administrative expenses relatedattributable to additionalpre-opening headcountcosts for venues opening in 2026 and compensationbeyond expenses.as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in our Sponsorship & Advertising segment. The remaining change in operating lossincome outside of AOI of $26.4$21.1 million is primarily associated with higher depreciation and amortization expense of $13.4$29.3 million related to our ongoing venue build and upgrade program.

Ticketing revenue increased $70.3$109.5 million during the three months ended MarchJune 31,30, 2026 as compared to the same period of the prior year primarily due to higher primary ticket sales driven by more concertsconcert activityevents in North America and sports activity in international markets.

Ticketing AOI increased $2.5$40.9 million and operating income decreasedincreased $7.4$35.3 million during the three months ended MarchJune 31,30, 2026 as compared to the same period of the prior year primarily driven by higher revenue discussed above. This was partially offset by an increase in direct operating expenses due to higher credit card expenses from greater ticket sales as well as an increase in selling, general and administrative expenses related to higher salary expense.sales.

Sponsorship & Advertising revenue increased $42.5$42.4 million during the three months ended MarchJune 31,30, 2026 as compared to the same period of the prior year primarily due to increased festival sponsorships in international markets as well as venue sponsorship deals across multiple markets.markets in Europe and Latin America.

Sponsorship & Advertising AOI increased $28.6$29.3 million and operating income increased $25.5$26.3 million during the three months ended MarchJune 31,30, 2026 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above.

Our balance sheet reflects cash and cash equivalents of $9.1 billion and $7.1 billion and short-term investments of $43.8$65.6 million and $76.6 million at MarchJune 31,30, 2026 and December 31, 2025, respectively. Included in the MarchJune 31,30, 2026 and December 31, 2025 cash and cash equivalents balances are $1.8$1.9 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, which we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis, though we may do so from time to time. Our foreign subsidiaries held approximately $5.6$5.9 billion in cash and cash equivalents, excluding client cash, at MarchJune 31,30, 2026. We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign withholding or transaction taxes on future repatriations.

We may from time to time enter into borrowings under our revolving credit facility. If the original maturity of these borrowings is 90 days or less, we present the borrowings and subsequent repayments on a net basis in the statement of cash flows to better represent our financing activities. Our balance sheet reflects total net debt of $8.5$9.2 billion and $8.2 billion at MarchJune 31,30, 2026 and December 31, 2025, respectively. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.2%4.3% at MarchJune 31,30, 2026, with approximately 83.3%85% of our debt at fixed rates. Our weighted-average cost of debt for short-term borrowings outstanding at MarchJune 31,30, 2026, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.5%.4.7%.

We are required to pay a commitment fee equal to 0.35% per annum on the undrawn portion available under the revolving facilities and the delayed draw term loan A facility, and customary letter of credit fees, as necessary. Based on our outstanding letters of credit of $11.7 million, $1.69 billion was available for future borrowings from our revolving facilities as of MarchJune 31,30, 2026.

As of MarchJune 31,30, 2026, we believe we were in compliance with all of our debt covenants related to our corporate senior secured credit facility and our corporatefacility, senior secured notes, senior notes, convertible senior notes and convertible seniorVenueCo notes. We expect to remain in compliance with all of these covenants throughout 2026.

During the threesix months ended MarchJune 31,30, 2026, we completed various acquisitions that resulted in cash paid, net of cash acquired of $113.2$242.6 million.

Revenue generating capital expenditures during the first threesix months of 2026 increased from the same period of the prior year primarily due to venue expansion and enhancements across the United States, Latin America and Europe.

We expect capital expenditures to be approximately $1.1 billion to $1.2 billion for the year ending December 31, 2026 with approximately 85% dedicated to revenue generating projects, including $800 million to $850 million of spend relating to our venue expansion and enhancement plans. Approximately $250$200 million of our capital expenditure estimate is being funded outside our cash flow by third party equity partners, sponsors, pre-selling certain premium rights and project-based debt.

Cash provided by operating activities increased $1.0$1.2 billion for the threesix months ended MarchJune 31,30, 2026 as compared to the same period of the prior year primarily due to changes in operating assets and liabilities from timing of events on sale, payments and receipts partially offset by an overall decrease in net income and lowergains deferredfrom incomemark-to-market taxes.of investments in nonconsolidated affiliates and crypto assets.