CHMI Q2 2025 10-Q: Net Income Up to $1.6M, Book Value $6.44

Q: What was CHMI's net income for Q2 2025?

$1.6 million compared with $0.8 million in Q2 2024.

Q: How did diluted EPS change year-over-year?

Diluted EPS attributable to common holders improved to -$0.03 from -$0.06 .

Q: How did the internalisation impact operating expenses?

It removed a $1.8 million quarterly management fee, lowering total expenses by 35 % YoY.

Q: Why did CHMI record a year-to-date loss?

Large unrealised derivative losses ($41.9 m) and servicing asset mark-downs ($9.1 m) offset operating income.

Q: How many common shares are outstanding and how much capital was raised YTD 2025?

Shares increased to 36.0 million ; equity issuances raised about $21 million .

[10-Q] Live Nation Entertainment Inc. Quarterly Earnings Report

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Cherry Hill Mortgage Investment Corp. (CHMI) reported mixed results in its Q2 2025 Form 10-Q. For the quarter ended 30 Jun 2025, net income rose to $1.6 million (vs $0.8 million YoY) as general & administrative costs fell 35 % after the November 2024 internalisation eliminated the $1.8 million external management fee. Net interest income turned positive at $2.6 million, while servicing income held at $9.0 million. Diluted EPS attributable to common shareholders improved to -$0.03 from -$0.06.

Year-to-date performance remains weak. A $41.9 million unrealised derivative loss and $9.1 million mark-down on servicing assets drove a $10.3 million loss to common holders (-$0.32 per share) versus a $7.8 million profit in 1H 2024. Book value slipped to $6.44 per share as total equity edged down to $232.4 million. Assets ($1.49 billion) and repurchase borrowings ($1.07 billion) were flat, leaving economic leverage near 6脳. Positive operating cash flow of $13.1 million contrasted with negative financing cash flow as $14.6 million dividends outpaced earnings. CHMI issued 4.4 million new shares YTD, raising $21 million and lifting the share count to 36.0 million. Management warns of potential litigation surrounding the 2024 termination of its former external manager.

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Positive

Quarterly net income improved to $1.6 million, reversing a year-ago downturn.
Expenses fell 35 % YoY after management internalisation, eliminating external fees.
Net interest income turned positive at $2.6 million vs $0.2 million in Q2 2024.
Operating cash flow swung to +$13.1 million, providing near-term liquidity.

Negative

YTD loss to common shareholders reached $10.3 million, versus a prior-year profit.
$41.9 million unrealised derivative loss and $9.1 million servicing asset write-down weighed on results.
Dividend payments exceed earnings, risking further book-value erosion.
Repo leverage remains high at roughly 6脳 equity, amplifying rate-shock risk.

Insights

TL;DR: Quarterly profitability improved but leverage and derivative volatility keep the outlook cautious.

Earnings quality: Core profitability benefited from lower operating costs and a positive spread, yet one-off derivative swings continued to dominate results, underscoring earnings volatility.
Balance sheet: Equity was largely unchanged; repo funding still exceeds six times equity, leaving the REIT sensitive to rate spikes and haircuts.
Cash flow: Operating inflow is encouraging, though dividend coverage remains a concern as payouts exceeded YTD earnings.
Strategic impact: Internalisation appears accretive, cutting annualised G&A by roughly $6鈥�7 million. However, unresolved legal exposure from the termination could offset savings.
Net view: Neutral (rating 0) until derivative risk stabilises and dividends are sustainably covered.

TL;DR: Cost cuts aid Q2, but negative YTD EPS and high leverage temper enthusiasm.

CHMI鈥檚 quarterly run-rate now shows positive net interest and servicing income, hinting at a possible earnings inflection. Issuing equity rather than adding debt protects leverage metrics, yet dilutes book value. Preferred dividends of $4.9 million plus a $0.15 common dividend still outstrip retained cash, pressuring future BV if losses persist. The 6脳 repo leverage is typical for Agency mortgage REITs but leaves limited room for further balance-sheet expansion. Until hedge performance is less erratic and servicing asset marks stabilise, shares may trade close to BV with a yield discount to peers.

08/07/2025 - 04:27 PM

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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 June 30, 2025


☐			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 class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $.01 Par Value Per Share

LYV

New 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.

Yes x 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 Filer

Accelerated 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 ☐ No x

On July 31, 2025, there were 234,472,727 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 2,522,619 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
Item 1.	Financial Statements	2
	Consolidated Balance Sheets as of June 30, 2025 (Unaudited) and December 31, 2024	2
	Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2025 and 2024	3
	Consolidated Statements of Comprehensive Income (Unaudited) for the three and six months ended June 30, 2025 and 2024	4
	Consolidated Statements of Changes in Equity (Unaudited) for the three and six months ended June 30, 2025 and 2024	5
	Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2025 and 2024	9
	Notes to Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 3.	Defaults Upon Senior Securities	39
Item 5.	Other Information	39
Item 6.	Exhibits	40

Note: As previously disclosed in Part II—Financial Information—Item 8.—Financial Statements—Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements in our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025 and Exhibit No. 99.2 ___ Correction of Errors in Previously Reported Consolidated Financial Statements in our Form 8-K filed with the SEC on February 20, 2025, certain revisions are reflected in this Form 10-Q for the six months ended June 30, 2024. These revisions did not change net cash flows from operating, investing and financing activities on the consolidated statements of cash flows.


GLOSSARY OF KEY TERMS
AOCI			Accumulated other comprehensive income (loss)
AOI			Adjusted operating income (loss)
CIE			Corporación Interamericana de Entretenimiento, S.A.B. de C.V.
Company			Live Nation Entertainment, Inc. and subsidiaries
FASB			Financial Accounting Standards Board
GAAP			United States Generally Accepted Accounting Principles

GTV			Gross transaction value
LIBOR			London Inter-Bank Offered Rate
Live Nation			Live Nation Entertainment, Inc. and subsidiaries
OCESA			OCESA Entretenimiento, S.A. de C.V. and certain other related subsidiaries of Corporación Interamericana de Entretenimiento, S.A.B. de C.V.
SEC			United States Securities and Exchange Commission
SOFR			Secured Overnight Financing Rate
Ticketmaster			The ticketing business of the Company
VIE			Variable interest entity (as defined under GAAP)

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)


	June 30, 2025		December 31, 2024
ASSETS	(in thousands)
Current assets
Cash and cash equivalents	$	7,056,975	$	6,095,424
Accounts receivable, less allowance of $81,087 and $72,663, respectively	2,464,829		1,747,316
Prepaid expenses	1,911,706		1,247,184
Restricted cash	12,625		10,685
Other current assets	377,016		189,528
Total current assets	11,823,151		9,290,137
Property, plant and equipment, net	2,949,293		2,441,872
Operating lease assets	1,738,218		1,618,033
Intangible assets
Definite-lived intangible assets, net	1,091,697		985,812
Indefinite-lived intangible assets, net	369,073		380,558
Goodwill	2,820,918		2,620,911
Long-term advances	626,920		520,482
Other long-term assets	1,731,063		1,780,966
Total assets	$	23,150,333	$	19,638,771
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	2,116,846	$	1,859,678
Accounts payable	404,877		242,978
Accrued expenses	3,285,866		3,057,334
Deferred revenue	5,910,068		3,721,092
Current portion of long-term debt, net	1,485,353		260,901
Current portion of operating lease liabilities	158,577		153,406
Other current liabilities	96,985		62,890
Total current liabilities	13,458,572		9,358,279
Long-term debt, net	4,990,995		6,177,168
Long-term operating lease liabilities	1,784,719		1,680,266

Other long-term liabilities	610,465		477,763
Commitments and contingent liabilities (see Note 6)
Redeemable noncontrolling interests	1,377,665		1,126,302
Stockholders' equity
Common stock	2,324		2,313
Additional paid-in capital	1,788,393		2,059,746
Accumulated deficit	(1,271,336)		(1,546,819)
Cost of shares held in treasury	(6,865)		(6,865)
Accumulated other comprehensive loss	(152,446)		(335,112)
Total Live Nation stockholders' equity	360,070		173,263
Noncontrolling interests	567,847		645,730
Total equity	927,917		818,993
Total liabilities and equity	$	23,150,333	$	19,638,771

See Notes to Consolidated Financial Statements

Table of Contents

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands except share and per share data)
Revenue	$	7,006,641	$	6,023,416	$	10,388,758	$	9,822,945
Operating expenses:
Direct operating expenses	5,210,756		4,408,209		7,465,693		7,059,549
Selling, general and administrative expenses	1,003,344		926,222		1,782,266		1,907,781
Depreciation and amortization	159,025		137,729		308,480		270,323
Gain on disposal of operating assets	(856)		(779)		(3,058)		(1,430)
Corporate expenses	147,719		86,216		233,955		162,293
Operating income	486,653		465,819		601,422		424,429
Interest expense	72,048		79,970		152,391		160,661

Interest income	(37,893)		(44,425)		(71,954)		(87,682)
Equity in earnings of nonconsolidated affiliates	(4,268)		(5,376)		(4,747)		(5,460)

Other expense (income), net	36,380		(20,742)		39,333		(97,796)
Income before income taxes	420,386		456,392		486,399		454,706
Income tax expense	117,645		80,164		137,356		121,183
Net income	302,741		376,228		349,043		333,523
Net income attributable to noncontrolling interests	59,330		78,258		82,429		90,028
Net income attributable to common stockholders of Live Nation	$	243,411	$	297,970	$	266,614	$	243,495

Basic net income per common share available to common stockholders of Live Nation	$	0.41	$	1.05	$	0.09	$	0.48
Diluted net income per common share available to common stockholders of Live Nation	$	0.41	$	1.03	$	0.09	$	0.48

Weighted average common shares outstanding:
Basic	231,845,412		229,921,527		231,534,852		229,696,356
Diluted	234,417,428		245,002,995		234,658,608		232,024,314


Reconciliation to net income available to common stockholders of Live Nation:
Net income attributable to common stockholders of Live Nation	$	243,411	$	297,970	$	266,614	$	243,495
Accretion of redeemable noncontrolling interests	(147,801)		(57,325)		(245,895)		(132,435)
Net income available to common stockholders of Live Nation—basic	$	95,610	$	240,645	$	20,719	$	111,060
Convertible debt interest, net of tax	—		10,790		—		—
Net income available to common stockholders of Live Nation—diluted	$	95,610	$	251,435	$	20,719	$	111,060

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Net income	$	302,741	$	376,228	$	349,043	$	333,523
Other comprehensive income, net of tax:
Unrealized gain (loss) on cash flow hedge	251		3,013		(1,253)		11,382
AG真人官方ized gain on cash flow hedge	(3,560)		(4,762)		(6,896)		(9,492)
Foreign currency translation adjustments	131,723		(156,825)		190,815		(152,096)
Comprehensive income	431,155		217,654		531,709		183,317
Comprehensive income attributable to noncontrolling interests	59,330		78,258		82,429		90,028
Comprehensive income attributable to common stockholders of Live Nation	$	371,825	$	139,396	$	449,280	$	93,289

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at March 31, 2025	232,157,838	$	2,322	$	1,906,145	$	(1,514,747)	$	(6,865)	$	(280,860)	$	691,810	$	797,805	$	1,311,555

Non-cash and stock-based compensation	—	—		59,180		—		—		—		—		59,180		—
Common stock issued under stock plans, net of shares withheld for employee taxes	166,614	1		(21,577)		—		—		—		—		(21,576)		—
Exercise of stock options	27,396	1		836		—		—		—		—		837		—

Acquisitions	—	—		—		—		—		—		38,171		38,171		14,470

Purchases of noncontrolling interests	—	—		(5,865)		—		—		—		(146,565)		(152,430)		(48,560)

Redeemable noncontrolling interests fair value adjustments	—	—		(150,326)		—		—		—		—		(150,326)		150,485
Contributions received	—	—		—		—		—		—		6,652		6,652		—
Cash distributions	—	—		—		—		—		—		(71,205)		(71,205)		(59,872)
Other	—	—		—		—		—		—		624		624		(1,383)
Comprehensive income (loss):
Net income	—	—		—		243,411		—		—		48,360		291,771		10,970
Unrealized gain on cash flow hedge	—	—		—		—		—		251		—		251		—
AG真人官方ized gain on cash flow hedge	—	—		—		—		—		(3,560)		—		(3,560)		—
Foreign currency translation adjustments	—	—		—		—		—		131,723		—		131,723		—
Balances at June 30, 2025	232,351,848	$	2,324	$	1,788,393	$	(1,271,336)	$	(6,865)	$	(152,446)	$	567,847	$	927,917	$	1,377,665

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Loss		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at December 31, 2024	231,295,639	$	2,313	$	2,059,746	$	(1,546,819)	$	(6,865)	$	(335,112)	$	645,730	$	818,993	$	1,126,302
Cumulative effect of change in accounting principle	—	—		—		8,869		—		—		—		8,869		—
Non-cash and stock-based compensation	—	—		89,333		—		—		—		—		89,333		—
Common stock issued under stock plans, net of shares withheld for employee taxes	732,860	7		(86,592)		—		—		—		—		(86,585)		—
Exercise of stock options	140,789	2		3,441		—		—		—		—		3,443		—
Repurchase of 2.0% convertible senior notes due 2025	182,560	2		(4)		—		—		—		—		(2)		—

Acquisitions	—	—		—		—		—		—		103,113		103,113		74,490

Purchases of noncontrolling interests	—	—		(8,075)		—		—		—		(145,039)		(153,114)		(57,556)

Redeemable noncontrolling interests fair value adjustments	—	—		(269,456)		—		—		—		—		(269,456)		269,780
Contributions received	—	—		—		—		—		—		8,245		8,245		3,019
Cash distributions	—	—		—		—		—		—		(99,312)		(99,312)		(65,507)
Other	—	—		—		—		—		—		(6,619)		(6,619)		6,437
Comprehensive income (loss):
Net income	—	—		—		266,614		—		—		61,729		328,343		20,700
Unrealized loss on cash flow hedge	—	—		—		—		—		(1,253)		—		(1,253)		—
AG真人官方ized gain on cash flow hedge	—	—		—		—		—		(6,896)		—		(6,896)		—
Foreign currency translation adjustments	—	—		—		—		—		190,815		—		190,815		—
Balances at June 30, 2025	232,351,848	$	2,324	$	1,788,393	$	(1,271,336)	$	(6,865)	$	(152,446)	$	567,847	$	927,917	$	1,377,665

See Notes to Consolidated Financial Statements

Table of Contents

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at March 31, 2024	230,197,707	$	2,302	$	2,308,595	$	(2,497,581)	$	(6,865)	$	35,818	$	584,019	$	426,288	$	947,025
Non-cash and stock-based compensation	—	—		26,475		—		—		—		—		26,475		—
Common stock issued under stock plans, net of shares withheld for employee taxes	151,235	2		(13,070)		—		—		—		—		(13,068)		—
Exercise of stock options	363,001	3		11,029		—		—		—		—		11,032		—



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

Purchases of noncontrolling interests	—	—		(31,589)		—		—		—		(15,255)		(46,844)		1,203
Redeemable noncontrolling interests fair value adjustments	—	—		(60,681)		—		—		—		—		(60,681)		60,851

Cash distributions	—	—		—		—		—		—		(55,395)		(55,395)		(60,351)
Other	—	—		—		—		—		—		(1,344)		(1,344)		21
Comprehensive income (loss):
Net income	—	—		—		297,970		—		—		61,524		359,494		16,734
Unrealized gain on cash flow hedge	—	—		—		—		—		3,013		—		3,013		—
AG真人官方ized gain on cash flow hedge	—	—		—		—		—		(4,762)		—		(4,762)		—
Foreign currency translation adjustments	—	—		—		—		—		(156,825)		—		(156,825)		—
Balances at June 30, 2024	230,711,943	$	2,307	$	2,240,759	$	(2,199,611)	$	(6,865)	$	(122,756)	$	594,240	$	508,074	$	970,574

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(UNAUDITED)


	Live Nation Stockholders’ Equity
	Common Shares Issued	Common Stock		Additional Paid-In Capital		Accumulated Deficit		Cost of Shares Held in Treasury		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interests		Total Equity		Redeemable Noncontrolling Interests
	(in thousands, except share data)															(in thousands)
Balances at December 31, 2023	229,785,241	$	2,298	$	2,367,918	$	(2,443,106)	$	(6,865)	$	27,450	$	604,305	$	552,000	$	859,930

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


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

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

Redeemable noncontrolling interests fair value adjustments	—	—		(135,229)		—		—		—		—		(135,229)		135,817
Contributions received	—	—		—		—		—		—		—		—		28
Cash distributions	—	—		—		—		—		—		(104,227)		(104,227)		(67,681)
Other	—	—		—		—		—		—		762		762		(1,021)
Comprehensive income (loss):
Net income	—	—		—		243,495		—		—		71,286		314,781		18,742
Unrealized gain on cash flow hedge	—	—		—		—		—		11,382		—		11,382		—
AG真人官方ized gain on cash flow hedge	—	—		—		—		—		(9,492)		—		(9,492)		—
Foreign currency translation adjustments	—	—		—		—		—		(152,096)		—		(152,096)		—
Balances at June 30, 2024	230,711,943	$	2,307	$	2,240,759	$	(2,199,611)	$	(6,865)	$	(122,756)	$	594,240	$	508,074	$	970,574

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)


	Six Months Ended June 30,
	2025		2024
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	349,043	$	333,523
Reconciling items:
Depreciation	183,804		146,168
Amortization of definite-lived intangibles	124,676		124,155
Amortization of non-recoupable ticketing contract advances	45,443		45,241
Deferred income taxes	25,129		(6,078)
Amortization of debt issuance costs and discounts	8,131		7,881

Stock-based compensation expense	86,097		59,738
Unrealized changes in fair value of contingent consideration	9,304		(28,573)
Equity in losses of nonconsolidated affiliates, net of distributions	8,774		5,671
Provision for uncollectible accounts receivable	13,539		(9,806)
Loss (Gain) on mark-to-market of investments in nonconsolidated affiliates and crypto assets	133		(100,153)
Loss (Gain) on forward currency exchange contracts	31,584		(8,019)
Other, net	(9,730)		(3,953)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(622,765)		(465,797)
Increase in prepaid expenses and other assets	(822,523)		(646,147)

Increase in accounts payable, accrued expenses and other liabilities	225,791		430,886
Increase in deferred revenue	1,888,292		1,516,217
Net cash provided by operating activities	1,544,722		1,400,954
CASH FLOWS FROM INVESTING ACTIVITIES
Advances of notes receivable	(19,156)		(75,973)
Collections of notes receivable	17,784		21,290

Investments made in nonconsolidated affiliates	(14,492)		(30,593)
Purchases of property, plant and equipment	(434,207)		(333,689)
Cash paid for acquisition of right-of-use assets	(20,800)		—
Cash paid for acquisitions, net of cash acquired	(50,090)		(17,579)

Proceeds from sale of intangible assets	20,040		—
Other, net	8,495		2,139
Net cash used in investing activities	(492,426)		(434,405)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	62,764		886
Payments on long-term debt including extinguishment costs	(103,625)		(377,132)
Contributions from noncontrolling interests	11,264		28
Distributions to noncontrolling interests	(164,819)		(171,908)
Purchases of noncontrolling interests, net	(206,112)		(47,980)
Proceeds from exercise of stock options	3,443		12,819
Taxes paid for net share settlement of equity awards	(86,585)		(38,551)
Payments for deferred and contingent consideration	(14,399)		(20,390)
Other, net	(383)		(748)
Net cash used in financing activities	(498,452)		(642,976)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	409,647		(152,989)
Net increase in cash, cash equivalents and restricted cash	963,491		170,584
Cash, cash equivalents and restricted cash at beginning of period	6,106,109		6,238,956
Cash, cash equivalents and restricted cash at end of period	$	7,069,600	$	6,409,540

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

Preparation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown. The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Seasonality

Our Concerts and Sponsorship & Advertising segments typically experience higher revenue and operating income in the second and third quarters as our outdoor venue concerts and festivals primarily occur from May through October in most major markets. Our Ticketing segment revenue is impacted by fluctuations in the availability and timing of events for sale to the public, which vary depending upon scheduling by our clients.

Cash flows from our Concerts segment typically have a slightly different seasonality as partial payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale. These artist fees and production costs are expensed when the event occurs. Once tickets for an event go on sale, we generally begin to receive payments from ticket sales in advance of when the event occurs. In the United States, this cash is largely associated with events in our operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoters’ share of tickets in allocation markets. We record these ticket sales as revenue when the event occurs. Our seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year.

We expect our seasonality trends to evolve as we continue to expand our global operations.

Variable Interest Entities

In the normal course of business, we enter into joint ventures or make investments in companies that will allow us to expand our core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether we are the primary beneficiary of a VIE, we assess whether we have the power to direct activities that most significantly impact the economic performance of the entity and have the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities we believe most significantly impact the economic performance of our VIEs include the unilateral ability to approve the annual budget, to terminate key management and to approve entering into agreements with artists, among others. We have certain rights and obligations related to our involvement in the VIEs, including the requirement to provide operational cash flow funding.

As of June 30, 2025 and December 31, 2024, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $1.0 billion and $839.9 million of assets and $775.7 million and $577.6 million of liabilities, respectively, related to VIEs included in our balance sheets. None of our VIEs are significant on an individual basis.

Cash and Cash Equivalents

Our cash and cash equivalents are primarily invested in demand deposits, short-term time deposits and money market funds. The carrying amount of our cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of the instruments.

Table of Contents

Included in the June 30, 2025 and December 31, 2024 cash and cash equivalents balance is $1.7 billion and $1.6 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges (“client cash”), which amounts are to be remitted to these clients. These amounts due to our clients are included in accounts payable, client accounts.

Income Taxes

We account for income taxes using the liability method, which results in deferred tax assets and liabilities based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. We assess the realizability of our deferred tax assets, considering all relevant factors, at each reporting period. As almost all earnings from our continuing foreign operations are permanently reinvested and not distributed, our income tax provision does not include additional United States state and foreign withholding or transaction taxes on those foreign earnings that would be incurred if they were distributed. It is not practicable to determine the amount of state and foreign income taxes, if any, that might become due in the event that any remaining available cash associated with these earnings were distributed.

The FASB guidance for income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement.

We have established a policy of including interest related to tax loss contingencies in income tax expense (benefit) in the statements of operations.

We treat the taxes due on future Global Intangible Low-Taxed Income (“GILTI”) inclusions in United States taxable income as a current-period expense when incurred.

Accounting Standards Updates (ASU)

In August 2023, the FASB issued ASU 2023-05, “Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement,” which requires joint ventures to initially measure all contributions received upon its formation at fair value. We adopted this guidance prospectively for all joint venture formations with a formation date on or after January 1, 2025. The adoption did not and is not expected to have a material impact on the Company’s consolidated financial statements.

In December 2023, the FASB issued ASU 2023-08, "Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets," which requires measurement of crypto assets at fair value each reporting period with changes in fair value recognized on the income statement. This guidance also requires disclosure on significant holdings, contractual sale restrictions and changes during the reporting period of crypto assets. We adopted ASU 2023-08 on January 1, 2025 under the modified retrospective method and recorded a $8.9 million decrease to the opening balance of accumulated deficit and a corresponding increase to intangible assets. We do not engage in speculative investment activities related to crypto assets.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which prescribes standardized categories and disaggregation of information in the reconciliation of provision for income taxes, requires disclosure of disaggregated income taxes paid, and modifies other income tax-related disclosure requirements. This guidance is effective for annual periods beginning after December 15, 2024 with early adoption permitted. ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting this guidance.

In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires the disclosure of additional information related to certain costs and expenses, including amounts of inventory purchases, employee compensation, and depreciation and amortization included in each income statement line item. The guidance also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This guidance is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual periods beginning after December 15, 2027, with early adoption permitted. The guidance is to be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance.

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NOTE 2—LONG-LIVED ASSETS, INTANGIBLES, AND GOODWILL

Property, Plant and Equipment, Net

Property, plant and equipment includes expenditures for the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new ticketing tools and technology enhancements, along with the renewal and improvement of existing venues and technology systems, web development and administrative offices. For certain projects with significant expected costs and an extended construction period, we capitalize interest. For the six months ended June 30, 2025, we recorded $6.4 million of capitalized interest.

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


	June 30, 2025		December 31, 2024
	(in thousands)
Land, buildings and improvements	$	2,596,876	$	2,325,929
Computer equipment and capitalized software	986,083		867,294
Furniture and other equipment	840,693		757,803
Construction in progress	634,531		386,880
Property, plant and equipment, gross	5,058,183		4,337,906
Less: accumulated depreciation	2,108,890		1,896,034
Property, plant and equipment, net	$	2,949,293	$	2,441,872

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Definite-lived Intangible Assets

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2025:


	Revenue- generating contracts		Client / vendor relationships		Venue management		Trademarks and naming rights		Technology and other (1)		Total
	(in thousands)
Balance as of December 31, 2024:
Gross carrying amount	$	819,594	$	567,572	$	231,180	$	162,488	$	26,237	$	1,807,071
Accumulated amortization	(339,298)		(286,381)		(76,945)		(104,968)		(13,667)		(821,259)
Net	480,296		281,191		154,235		57,520		12,570		985,812
Gross carrying amount:
Acquisitions and additions—current year	26,123		150,573		7,729		1,677		657		186,759


Foreign exchange	55,805		19,165		6,287		6,175		669		88,101
Other (2)	(113,722)		(39,152)		(12,760)		(63,794)		10,729		(218,699)
Net change	(31,794)		130,586		1,256		(55,942)		12,055		56,161
Accumulated amortization:
Amortization	(48,830)		(47,094)		(15,629)		(8,210)		(4,913)		(124,676)

Foreign exchange	(21,983)		(8,153)		(2,517)		(2,396)		(261)		(35,310)
Other (2)	94,088		38,950		12,822		63,862		(12)		209,710
Net change	23,275		(16,297)		(5,324)		53,256		(5,186)		49,724
Balance as of June 30, 2025:
Gross carrying amount	787,800		698,158		232,436		106,546		38,292		1,863,232
Accumulated amortization	(316,023)		(302,678)		(82,269)		(51,712)		(18,853)		(771,535)
Net	$	471,777	$	395,480	$	150,167	$	54,834	$	19,439	$	1,091,697

__________________

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

(2) Other primarily includes netdowns of fully amortized or impaired assets as well as mark-to-market adjustments of crypto assets.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of an artist management business and a concert promotion business, both located in Latin America, as well as a festival promotion business located in Europe.

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


			Weighted-Average Life (years)
Revenue-generating contracts			6
Client/vendor relationships			7
Trademarks and naming rights			5

Venue management			5


All categories			7

Amortization of definite-lived intangible assets for the three months ended June 30, 2025 and 2024 was $64.7 million and $61.7 million, respectively, and for the six months ended June 30, 2025 and 2024 was $124.7 million and $123.7 million, respectively. As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary.

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Goodwill

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the six months ended June 30, 2025:


	Concerts		Ticketing		Sponsorship & Advertising		Total
	(in thousands)
Balance as of December 31, 2024:
Goodwill	$	1,462,102	$	964,221	$	629,951	$	3,056,274
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	1,026,739		964,221		629,951		2,620,911
Acquisitions—current year	107,977		830		—		108,807
Acquisitions—prior year	(274)		—		—		(274)


Foreign exchange	32,904		30,870		27,700		91,474
Balance as of June 30, 2025:
Goodwill	1,602,709		995,921		657,651		3,256,281
Accumulated impairment losses	(435,363)		—		—		(435,363)
Net	$	1,167,346	$	995,921	$	657,651	$	2,820,918

Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisitions of an artist management business and a concert promotion business, both located in Latin America, as well as a concert and festival promotion business located in Europe.

We are in various stages of finalizing our acquisition accounting for recent acquisitions, which may include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and our allocation between segments.

Investments in Nonconsolidated Affiliates

At June 30, 2025 and December 31, 2024, we had investments in nonconsolidated affiliates of $483.5 million and $504.2 million, respectively, included in other long-term assets on our consolidated balance sheets.

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NOTE 3—LEASES

The significant components of operating lease expense are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Operating lease expense	$	77,157	$	66,772	$	147,185	$	132,508
Variable and short-term lease expense	47,218		48,717		74,940		73,912
Sublease income	(1,745)		(1,704)		(3,347)		(3,113)
Net lease expense	$	122,630	$	113,785	$	218,778	$	203,307

Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables. Contingent rent obligations, including those related to subsequent changes in the prevailing index or market rate after lease inception, are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved.

Supplemental cash flow information for our operating leases is as follows:


	Six Months Ended June 30,
	2025		2024
	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities	$	153,397	$	149,049
Lease assets obtained in exchange for lease obligations, net of terminations	$	157,038	$	54,947

As of June 30, 2025, we have additional operating leases that have not yet commenced, with total lease payments of $872.4 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from August 2025 to June 2030, with lease terms ranging from 7 to 39 years.

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NOTE 4—LONG-TERM DEBT

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


		June 30, 2025		December 31, 2024
		(in thousands)
Senior Secured Credit Facility:


	Term loan B	$	823,793	$	828,163

6.5% Senior Secured Notes due 2027		1,200,000		1,200,000
3.75% Senior Secured Notes due 2028		500,000		500,000

5.625% Senior Notes due 2026		300,000		300,000
4.75% Senior Notes due 2027		950,000		950,000

2.0% Convertible Senior Notes due 2025		—		83,957
3.125% Convertible Senior Notes due 2029		1,000,000		1,000,000
2.875% Convertible Senior Notes due 2030		1,100,000		1,100,000
Other debt		648,754		529,257
Total principal amount		6,522,547		6,491,377
	Less: unamortized discounts and debt issuance costs	(46,199)		(53,308)
Total debt, net of unamortized discounts and debt issuance costs		6,476,348		6,438,069
	Less: current portion (1)	1,485,353		260,901
Total long-term debt, net		$	4,990,995	$	6,177,168

__________________

(1) As of June 30, 2025, the current portion includes the full principal amount of the 3.125% convertible senior notes due 2029 (the “2029 Notes”) as, in accordance with the 2029 Notes indenture, the closing price of our common stock achieved specified targets during the three months ended June 30, 2025, which gives the holders of the 2029 Notes the option to surrender all or any portion of the 2029 Notes. The Company can elect to settle any surrendered 2029 Notes with common stock and/or cash. The surrender window is currently from July 1, 2025 through September 30, 2025 and may be extended at each quarter end thereafter depending on our future stock price.

All debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5 – Fair Value Measurements for discussion of the fair value measurement of our debt.

Other Debt

As of June 30, 2025, other debt includes $275.0 million for a note due in 2026 related to an acquisition of a venue in the United States during the first quarter of 2023 and $135.3 million for a Euro denominated note due in 2025.

Debt Extinguishment

On February 18, 2025, we utilized $84.8 million of our existing cash balance to repay the remaining aggregate principal amount of our 2.0% convertible senior notes due February 2025 plus accrued interest and we issued 182,560 shares of common stock to holders as a result of conversion.

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NOTE 5—FAIR VALUE MEASUREMENTS

Recurring

The following table shows the fair value of our significant financial assets that are required to be measured at fair value on a recurring basis.


	Estimated Fair Value
	June 30, 2025						December 31, 2024
	Level 1		Level 2		Total		Level 1		Level 2		Total
	(in thousands)
Assets:
Short-term investments	$	57,553	$	—	$	57,553	$	—	$	—	$	—
Crypto assets (1)	11,380		—		11,380		—		—		—
Interest rate swaps	—		17,481		17,481		—		29,251		29,251

Forward currency contracts	—		3,072		3,072		—		9,462		9,462

Total	$	68,933	$	20,553	$	89,486	$	—	$	38,713	$	38,713
Liabilities:
Forward currency contracts	$	—	$	25,574	$	25,574	$	—	$	380	$	380

Total	$	—	$	25,574	$	25,574	$	—	$	380	$	380

___________________

(1) Refer to Note 1 – Basis of Presentation and Other Information — Accounting Standards Updates for further discussion on the adoption of ASU 2023-08.

Short-term investments consist of money market funds and have original maturities beyond three months but less than one year. Crypto assets consist of cryptocurrencies. Fair values for short-term investments and crypto assets are based on quoted prices in an active market. The fair value for our interest rate swaps are based upon inputs corroborated by observable market data with similar tenors. Fair values for forward currency contracts are based on observable market transactions of spot and forward rates.

Our outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. Our debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs as defined in the FASB guidance.

The following table presents the estimated fair values of our senior secured notes, senior notes and convertible senior notes:


	Estimated Fair Value at
	June 30, 2025		December 31, 2024
	Level 2
	(in thousands)
6.5% Senior Secured Notes due 2027	$	1,219,500	$	1,213,896
3.75% Senior Secured Notes due 2028	$	485,920	$	472,635
5.625% Senior Notes due 2026	$	300,960	$	299,529
4.75% Senior Notes due 2027	$	940,244	$	919,049
2.0% Convertible Senior Notes due 2025 (1)	$	—	$	103,032
3.125% Convertible Senior Notes due 2029	$	1,534,980	$	1,365,560
2.875% Convertible Senior Notes due 2030	$	1,197,603	$	1,105,852

___________________

(1) During the six months ended June 30, 2025, we repurchased the remaining aggregate principal amount. Refer to Note 4 – Long-Term Debt for further discussion.

The estimated fair value of our third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs.

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Non-recurring

For the six months ended June 30, 2025, there were no significant non-recurring fair value measurements.

For the six months ended June 30, 2024, we recorded a gain related to an investment in a nonconsolidated affiliate of $31.8 million as well as a gain related to a warrant on the same investment in a nonconsolidated affiliate of $32.6 million, as a component of other income, net. To calculate the gain on the investment, we remeasured the investment to fair value of $142.2 million using an observable price from orderly transactions for a similar investment of the same issuer. We remeasured the warrant to fair value of $52.6 million using an option pricing model.

For the six months ended June 30, 2024, we also recorded a gain related to an investment in a nonconsolidated affiliate of $24.4 million, as a component of other income, net. The gain was related to the acquisition of a controlling interest in a concert business, which was previously accounted for as an equity-method investment. To calculate the gain, we remeasured the investment to fair value of $35.9 million using the income approach method.

The key inputs in these fair value measurements include a future cash flow projection, including revenue, profit margins, and adjustment related to discount for lack of marketability. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.

NOTE 6—COMMITMENTS AND CONTINGENT LIABILITIES

Litigation

Department of Justice Complaint

In May 2024, the United States Department of Justice, Antitrust Division, together with the attorneys general of twenty-nine states plus the District of Columbia, filed a civil antitrust complaint (the “Complaint”) against Live Nation Entertainment, Inc. and Ticketmaster in the United States District Court for the Southern District of New York alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action. The Complaint requests various forms of relief for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, and other forms of relief. Certain states also seek unspecified damages for their citizens. The Company believes it has substantial defenses to the claims asserted in the lawsuit and will vigorously defend itself.

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

Antitrust Litigation

The Company is a defendant in three putative antitrust consumer class actions alleging violations of federal and state antitrust laws, among other causes of action. In Heckman, et al. v. Live Nation Entertainment, et al., filed in the Central District of California in January 2022, the District Court denied defendants’ motion to compel arbitration in August 2023. The Ninth Circuit affirmed the District Court’s ruling in October 2024. In January 2025, the Company filed a motion to dismiss the lawsuit, which was granted in part and denied in part in April 2025. The Company believes it has substantial defenses to the claims alleged in the lawsuit and will continue to vigorously defend itself.

Two other putative class actions were filed in the Southern District of New York in August and September 2024: In Re Live Nation Entertainment, Inc. and Ticketmaster L.L.C. Antitrust Litigation, and Jacobson v. Live Nation Entertainment, Inc., et al. While these lawsuits are at their initial stages, the Company believes it has substantial defenses to the claims alleged therein and will vigorously defend itself.

Other Litigation

From time to time, we are involved in other legal proceedings arising in the ordinary course of our business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause us to incur significant expenses. We have also been the subject of personal injury and wrongful death claims relating to accidents at certain 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.

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NOTE 7—EQUITY

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2025:


	Cash Flow Hedge		Cumulative Foreign Currency Translation Adjustments		Total
	(in thousands)
Balance at December 31, 2024	$	21,518	$	(356,630)	$	(335,112)
Other comprehensive income (loss) before reclassifications	(1,253)		190,815		189,562
Amount reclassified from AOCI	(6,896)		—		(6,896)
Net other comprehensive income (loss)	(8,149)		190,815		182,666
Balance at June 30, 2025	$	13,369	$	(165,815)	$	(152,446)

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.

The following table sets forth the computation of weighted average common shares outstanding:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024

Weighted average common shares—basic	231,845,412	229,921,527	231,534,852	229,696,356
Effect of dilutive securities:
Stock options and restricted stock	2,572,016	2,076,808	2,930,952	2,327,958
Convertible senior notes	—	13,004,660	192,804	—
Weighted average common shares—diluted	234,417,428	245,002,995	234,658,608	232,024,314

The following table shows securities excluded from the calculation of diluted net income per common share because such securities are anti-dilutive:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Options to purchase shares of common stock	—	3,750	—	3,750
Restricted stock and deferred stock—unvested	1,188,300	2,464,785	1,188,300	2,743,310

Conversion shares related to the convertible senior notes	14,946,450	—	14,946,450	13,004,660
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	16,134,750	2,468,535	16,134,750	15,751,720

Transactions with Noncontrolling Interest Partners

During the three months ended June 30, 2025, we paid $122.2 million to purchase a portion of the noncontrolling interest in certain subsidiaries in Europe.

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NOTE 8—SEGMENTS AND REVENUE RECOGNITION

Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising. We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain acquisition expenses (including ongoing legal costs stemming from the Ticketmaster merger, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense. We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI. AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results.

Revenue and expenses earned and charged between segments are eliminated in consolidation. Our capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced by reimbursements received from outside parties such as landlords and noncontrolling interest partners or replacements funded by insurance proceeds.

We manage our working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, our management to allocate resources to or assess performance of our segments, and therefore, total segment assets and related depreciation and amortization have not been presented.

The Company’s Chief Executive Officer is the chief operating decision maker (“CODM”) and evaluates the operating performance of our operating segments based on AOI. The CODM uses segment AOI for evaluating performance of each segment and for making decisions on allocating capital and other resources to each segment. We have not identified any segment expenses that are considered significant and segment expenses are not regularly provided to the CODM. Other segments items are direct operating expenses and selling, general and administrative expenses (excluding acquisition expenses, amortization of non-recoupable ticketing contract advance, Astroworld estimated loss contingencies and stock-based compensation expense) which represents the difference between each operating segment’s revenue and AOI.

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The following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2025 and 2024:


	Concerts		Ticketing		Sponsorship & Advertising		Other & Eliminations		Corporate		Consolidated
	(in thousands)
Three Months Ended June 30, 2025
Revenue	$	5,946,377	$	742,696	$	340,561	$	(22,993)	$	—	$	7,006,641
% of Consolidated Revenue	84.9%		10.6%		4.9%		(0.4)%
Other Segment Items	$	5,587,695	$	452,603	$	112,973	$	(16,285)	$	71,232	$	6,208,218






AOI	$	358,682	$	290,093	$	227,588	$	(6,708)	$	(71,232)	$	798,423
Intersegment revenue	$	17,257	$	5,983	$	(247)	$	(22,993)	$	—	$	—

Three Months Ended June 30, 2024
Revenue	$	4,987,039	$	730,677	$	312,234	$	(6,534)	$	—	$	6,023,416
% of Consolidated Revenue	82.8%		12.1%		5.2%		(0.1)%
Other Segment Items	$	4,716,345	$	438,144	$	89,612	$	1,637	$	61,447	$	5,307,185






AOI	$	270,694	$	292,533	$	222,622	$	(8,171)	$	(61,447)	$	716,231
Intersegment revenue	$	2,278	$	4,124	$	132	$	(6,534)	$	—	$	—

Six Months Ended June 30, 2025
Revenue	$	8,430,453	$	1,437,368	$	556,627	$	(35,690)	$	—	$	10,388,758
% of Consolidated Revenue	81.1%		13.8%		5.4%		(0.3)%







Other Segment Items	$	8,065,200	$	894,216	$	193,075	$	(23,092)	$	119,885	$	9,249,284
AOI	$	365,253	$	543,152	$	363,552	$	(12,598)	$	(119,885)	$	1,139,474
Intersegment revenue	$	25,464	$	10,226	$	—	$	(35,690)	$	—	$	—

Six Months Ended June 30, 2024
Revenue	$	7,866,414	$	1,453,855	$	523,511	$	(20,835)	$	—	$	9,822,945
% of Consolidated Revenue	80.1%		14.8%		5.3%		(0.2)%
Other Segment Items	$	7,597,531	$	877,207	$	170,914	$	(5,455)	$	104,010	$	8,744,207






AOI	$	268,883	$	576,648	$	352,597	$	(15,380)	$	(104,010)	$	1,078,738
Intersegment revenue	$	12,403	$	8,257	$	175	$	(20,835)	$	—	$	—

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The following table sets forth the reconciliation of consolidated AOI to operating income for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
AOI	$	798,423	$	716,231	$	1,139,474	$	1,078,738
Acquisition expenses	79,133		(30,035)		108,890		522
Amortization of non-recoupable ticketing contract advances	20,721		21,161		45,443		45,241
Depreciation and amortization	159,025		137,729		308,480		270,323
Gain on sale of operating assets	(856)		(779)		(3,058)		(1,430)
Astroworld estimated loss contingencies	(7,800)		94,000		(7,800)		279,915
Stock-based compensation expense	61,547		28,336		86,097		59,738
Operating income	$	486,653	$	465,819	$	601,422	$	424,429

Contract Advances

At June 30, 2025 and December 31, 2024, we had ticketing contract advances of $159.7 million and $158.1 million, respectively, recorded in prepaid expenses and $140.8 million and $128.9 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At June 30, 2025, we had contracted sponsorship agreements with terms greater than one year that had approximately $1.5 billion of revenue related to future benefits to be provided by us. We expect to recognize, based on current projections, approximately 26%, 35%, 21% and 18% of this revenue in the remainder of 2025, 2026, 2027 and thereafter, respectively.

Deferred Revenue

The majority of our deferred revenue is typically classified as current and is shown as a separate line item on the consolidated balance sheets. Deferred revenue that is not expected to be recognized within the next twelve months is classified as long-term and reflected in other long-term liabilities on the consolidated balance sheets.

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Concerts	$	1,532,258	$	1,195,678	$	2,214,108	$	1,852,828
Ticketing	74,744		60,513		140,663		115,323
Sponsorship & Advertising	19,405		40,188		75,655		86,674

	$	1,626,407	$	1,296,379	$	2,430,426	$	2,054,825

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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 2024 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

Our second quarter was a record for the Company, with operating income up 4% and AOI up 11% versus 2024. We are confident of continued growth in the remainder of 2025, based on our strong line-up of stadium shows for the remainder of the year, coupled with our current deferred revenue balance of $5.9 billion as of June 30, 2025, which increased $1.1 billion or 23% compared to June 30, 2024.

For the second quarter of 2025, our consolidated revenue increased by 16% to $7.0 billion on a reported basis as compared to the same period last year. On a constant-currency basis, the growth was 15%. The growth came from our Concerts segment as a result of increased fan count and higher onsite spend. Nearly 70% of the Concerts topline revenue growth came from our international markets, with the United Kingdom, mainland Europe and Asia all achieving more than 50% revenue growth. Our consolidated operating income for the quarter increased by $20.8 million, or 4%, from $465.8 million in the second quarter of 2024 to $486.7 million in the second quarter of 2025, due to improved performance from our Concerts and Sponsorship segments. The increase in operating income was $16.6 million, or 4%, at constant currency.

For the first six months of 2025, our consolidated revenue increased by $565.8 million on a reported basis, or 6%, compared to the same period last year, from $9.8 billion to $10.4 billion. The increase was $624.9 million, or 6%, on a constant-currency basis. Our consolidated operating income was $601.4 million for the first six months of 2025, compared to $424.4 million for the first six months of 2024, an increase of $177.0 million, or 42%. The increase in operating income was $187.5 million, or 44%, on a constant-currency basis. Consolidated AOI for the first six months increased by $60.7 million, or 6%, compared to the same period in 2024, from $1.08 billion to $1.14 billion. The increase in AOI was $76.9 million, or 7%, on a constant-currency basis.

All of the segment financial information below in this Executive Overview is based on reported results and is not adjusted for changes in foreign currency exchange rates.

Our Concerts segment’s revenue for the quarter increased by $959.3 million, or 19%, from $5.0 billion in the second quarter of 2024 to $5.9 billion in the second quarter of 2025. The revenue increase was largely the result of more stadium shows in our largest markets. The overall number of events for the second quarter of 2025 was approximately 14,300, slightly lower

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than last year. However, the number of fans for the quarter grew by 5.3 million or 14%, from 38.9 million last year to 44.1 million this year. The fan count growth was driven by our record year of stadium content and, as in the first quarter, our fan count growth was heavily driven by our international markets. Some of the notable acts touring in the second quarter included Beyoncé, Shakira, Kendrick Lamar and Post Malone. Our larger festivals in the quarter included EDC Vegas, Bottlerock and Download in the United Kingdom, which collectively hosted nearly 1 million fans. Per fan spend in our amphitheaters grew driven by concession spending which is up 10%. Concerts AOI for the second quarter increased $88.0 million or 33%, from $270.7 million in 2024 to $358.7 million in 2025.

As of June 30, 2025, our ticket sales for events playing off in calendar year 2025 are pacing up 7% compared to last year, while our event-related deferred revenue is our highest ever for the second quarter and up double-digits year-over-year, giving us confidence that we are positioned for another record Concerts year.

For the first six months of 2025, our Concerts segment’s revenue grew $564.0 million compared to the same period in 2024, from $7.9 billion to $8.4 billion. Concerts fan count for the first half of the year was 66.5 million compared to 61.8 million for the same period in 2024, an improvement of 4.6 million fans or 7%. Through the first six months of 2025, onsite spending at our United States amphitheater shows is pacing ahead of 2024 for the year driven by higher food and beverage spending. For our larger festivals, with 40% of our festival events now played off, we have seen growth in per fan onsite spend, driven by higher food and beverage, merchandise and parking sales. Concerts AOI for the first six months increased by $96.4 million, or 36%, compared to the same period in 2024, from $268.9 million to $365.3 million.

Our Ticketing segment’s revenue for the quarter increased by $12.0 million, or 2%, from $730.7 million in the second quarter of 2024 to $742.7 million in the second quarter of 2025. We sold 83.3 million fee-bearing tickets in the second quarter of 2025 compared to 80.4 million in the same period of the prior year, an increase of 2.9 million tickets, or 4%, driven by our international markets. AOI for the quarter was flat relative to the prior year as a result of geographic and venue mix as well.

Consumer demand in our ticketing business remains strong, particularly for concert events. On a transacted basis through the end of July 2025, our primary ticket sales for concert events are up nearly 5 million tickets year-over-year globally, and the associated GTV is up over $1 billion, or 9%. This increase is being partially offset by lower ticket sales for sports, arts and family events.

Ticketing’s deferred tickets are up over 5% year-over-year as of the end of the second quarter, and GTV associated with those deferred tickets is up double digits. As of June 30, 2025, our deferred service fee revenue to be recognized in future periods was also up double digits versus the prior year and was our highest Ticketing deferred service fee revenue ever.

For the first six months of 2025, our Ticketing segment’s revenue decreased by $16.5 million compared to the same period in 2024, from $1.45 billion to $1.44 billion. Ticketing AOI for the first six months of 2025 decreased by $33.5 million compared to the same period in 2024, from $576.6 million to $543.2 million. Through June 30, 2025, our fee-bearing ticket sales were 160.8 million tickets, 1.8 million ahead of 2024. We have signed clients with approximately 17 million net new tickets so far this year, of which over two-thirds are in our international markets, which gives us confidence our ticketing platforms’ features and functionalities are continuing to compete effectively.

Our Sponsorship & Advertising segment’s revenue for the quarter increased by $28.3 million, from $312.2 million in the second quarter of 2024 to $340.6 million in the second quarter of 2025. AOI for the quarter increased by $5.0 million, from $222.6 million in the second quarter of 2024 to $227.6 million in the second quarter of 2025. Growth in the quarter was driven by new access and content-related deals across multiple markets in Europe as well as Estadio GNP and the NASCAR event in Mexico. This was partially offset by a calendarization shift in our festival events globally and a weather-related festival cancellation in the United States.

For the first six months of 2025, our Sponsorship & Advertising segment’s revenue grew $33.1 million compared to the same period in 2024, from $523.5 million to $556.6 million. Sponsorship & Advertising AOI for the first six months increased by $11.0 million compared to the same period in 2024, from $352.6 million to $363.6 million. On a full year basis, we expect AOI and operating margins to be in line with historical norms. Our committed sponsorship sales are up over double-digits year-over-year and over 95% of our projected revenue for the year is accounted for, giving us confidence we will deliver double-digit growth for the year once again in our Sponsorship & Advertising segment.

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 platforms to connect artists and fans.

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Consolidated Results of Operations

Three Months


	Three Months Ended June 30,								% Change
	2025						2024
	As Reported		Currency Impacts		At Constant Currency**		As Reported		As Reported	At Constant Currency**
	(in thousands)
Revenue	$	7,006,641	$	(58,683)	$	6,947,958	$	6,023,416	16%	15%
Operating expenses:
Direct operating expenses	5,210,756						4,408,209		18%
Selling, general and administrative expenses	1,003,344						926,222		8%
Depreciation and amortization	159,025						137,729		15%
Gain on disposal of operating assets	(856)						(779)		10%
Corporate expenses	147,719						86,216		71%
Operating income	486,653		(4,243)		482,410		465,819		4%	4%
Operating margin	6.9%				6.9%		7.7%
Interest expense	72,048						79,970
Interest income	(37,893)						(44,425)
Equity in earnings of nonconsolidated affiliates	(4,268)						(5,376)

Other expense (income), net	36,380						(20,742)
Income before income taxes	420,386						456,392
Income tax expense	117,645						80,164
Net income	302,741						376,228
Net income attributable to noncontrolling interests	59,330						78,258
Net income attributable to common stockholders of Live Nation	$	243,411					$	297,970

___________



**			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 $983.2 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to increased revenue in our Concerts segment of $959.3 million, Ticketing segment of $12.0 million and Sponsorship & Advertising segment of $28.3 million, as further discussed within each segment’s operating results.

Operating income

Operating income increased $20.8 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily driven by increased operating income in our Concerts segment of $88.6 million and Sponsorship & Advertising segment of $6.2 million. These were partially offset by certain acquisition expenses of $55.1 million as well as decreased operating income in our Ticketing segment of $11.5 million, as further discussed within each segment’s operating results.

Other expense (income), net

For the three months ended June 30, 2025, we had other expense, net of $36.4 million, which primarily consisted of net foreign exchange rate losses of $27.2 million. For the three months ended June 30, 2024, we had other income, net of $20.7 million which included net foreign exchange rate gains of $14.4 million. The net foreign exchange rate gains and losses resulted primarily from revaluation of certain foreign currency denominated net assets held internationally.

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Consolidated Results of Operations

Six Months


	Six Months Ended June 30,								% Change
	2025						2024
	As Reported		Currency Impacts		At Constant Currency**		As Reported		As Reported	At Constant Currency**
	(in thousands)
Revenue	$	10,388,758	$	59,123	$	10,447,881	$	9,822,945	6%	6%
Operating expenses:
Direct operating expenses	7,465,693						7,059,549		6%
Selling, general and administrative expenses	1,782,266						1,907,781		(7)%
Depreciation and amortization	308,480						270,323		14%
Gain on disposal of operating assets	(3,058)						(1,430)		*
Corporate expenses	233,955						162,293		44%

Operating income	601,422		10,511		611,933		424,429		42%	44%
Operating margin	5.8%				5.9%		4.3%
Interest expense	152,391						160,661

Interest income	(71,954)						(87,682)
Equity in earnings of nonconsolidated affiliates	(4,747)						(5,460)

Other expense (income), net	39,333						(97,796)
Income before income taxes	486,399						454,706
Income tax expense	137,356						121,183
Net income	349,043						333,523
Net income attributable to noncontrolling interests	82,429						90,028
Net income attributable to common stockholders of Live Nation	$	266,614					$	243,495

____________


*			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 $565.8 million during the six months ended June 30, 2025 as compared to the same period of the prior year, driven by increased revenue in our Concerts segment of $564.0 million and Sponsorship & Advertising segment of $33.1 million, partially offset by a $16.5 million decrease in our Ticketing segment, as further discussed within each segment’s operating results.

Operating income

Operating income increased $177.0 million during the six months ended June 30, 2025 as compared to the same period of the prior year, primarily driven by increased operating income in our Concerts segment of $282.2 million and Sponsorship & Advertising segment of $14.0 million. These were partially offset by certain acquisition expenses of $65.7 million as well as decreased operating income in our Ticketing segment of $46.2 million, as further discussed within each segment’s operating results.

Other expense (income), net

For the six months ended June 30, 2025, we had other expense, net of $39.3 million, which primarily consisted of net foreign exchange rate losses of $34.5 million. For the six months ended June 30, 2024, we had other income, net of $97.8 million, which primarily included mark to market adjustments for certain investments in nonconsolidated affiliates of

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$88.8 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 six months ended June 30, 2025, we had a net tax expense of $137.4 million on income before income taxes of $486.4 million compared to a net tax expense of $121.2 million on income before income taxes of $454.7 million for the six months ended June 30, 2024. For the six months ended June 30, 2025, the income tax expense consisted of $93.8 million related to foreign entities, $34.3 million related to United States federal taxes and $9.3 million related to state and local income taxes. The net increase in tax expense of $16.2 million was primarily due to higher income in certain foreign jurisdictions.

Non-GAAP Measure

Consolidated AOI

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. We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter. Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

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.

The following table sets forth the reconciliation of consolidated operating income to consolidated AOI for the three and six months ended June 30, 2025 and 2024:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
	(in thousands)
Operating income	$	486,653	$	465,819	$	601,422	$	424,429
Acquisition expenses	79,133		(30,035)		108,890		522
Amortization of non-recoupable ticketing contract advances	20,721		21,161		45,443		45,241
Depreciation and amortization	159,025		137,729		308,480		270,323
Gain on sale of operating assets	(856)		(779)		(3,058)		(1,430)
Astroworld estimated loss contingencies	(7,800)		94,000		(7,800)		279,915
Stock-based compensation expense	61,547		28,336		86,097		59,738
Consolidated AOI	$	798,423	$	716,231	$	1,139,474	$	1,078,738

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Segment Overview

Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising, as discussed in Note 8 – Segments and Revenue Recognition.

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 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 operated venues and festivals, we monitor ancillary revenue per fan 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 or venues 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 and average ticket prices to understand trends in our service charge revenue and service charge revenue per ticket.

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.

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Key Operating Metrics


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
	(in thousands except estimated events)
Concerts (1)
Estimated events:
North America (2)	9,024	9,990	16,089	17,167
International	5,268	4,688	9,498	8,714
Total estimated events	14,292	14,678	25,587	25,881
Estimated fans:
North America (2)	23,214	23,187	32,266	34,078
International	20,935	15,706	34,189	27,744
Total estimated fans	44,149	38,893	66,455	61,822
Ticketing (3)
Estimated number of fee-bearing tickets sold	83,349	80,405	160,844	159,041
Estimated number of non-fee-bearing tickets sold	72,412	73,190	150,037	149,564
Total estimated tickets sold	155,761	153,595	310,881	308,605

_________

(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 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. 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.

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Segment Operating Results

Concerts

Our Concerts segment operating results were, and discussions of significant variances are, as follows:


	Three Months Ended June 30,						% Change	Six Months Ended June 30,						% Change
	2025			2024				2025			2024
	(in thousands)							(in thousands)
Revenue	$	5,946,377		$	4,987,039		19%	$	8,430,453		$	7,866,414		7%
Direct operating expenses	4,925,497			4,114,715			20%	6,916,984			6,479,089			7%
Selling, general and administrative expenses	708,364			664,853			7%	1,205,742			1,391,693			(13)%
Depreciation and amortization	109,160			92,646			18%	214,469			183,009			17%
Gain on disposal of operating assets	(855)			(780)			10%	(3,053)			(1,492)			*

Operating income (loss)	$	204,211		$	115,605		77%	$	96,311		$	(185,885)		*
Operating margin	3.4		%	2.3		%		1.1		%	(2.4)		%
AOI	$	358,682		$	270,694		33%	$	365,253		$	268,883		36%
AOI margin	6.0		%	5.4		%		4.3		%	3.4		%

_______


*			Percentages are not meaningful.

Three Months

Revenue

Concerts revenue increased $959.3 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows. Concerts had incremental revenue of $97.4 million during the three months ended June 30, 2025 from acquisitions and new venues.

Operating results

Concerts AOI increased $88.0 million and operating income increased $88.6 million during the three months ended June 30, 2025 as compared to the same period of the prior year. The increase in AOI was primarily driven by higher revenue as discussed above, partially offset by an increase in direct operating expenses to support more stadium shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses.

Six Months

Revenue

Concerts revenue increased $564.0 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to more stadium shows. Concerts had incremental revenue of $139.3 million during the six months ended June 30, 2025 from acquisitions and new venues.

Operating results

Concerts AOI increased $96.4 million and operating income increased $282.2 million during the six months ended June 30, 2025 as compared to the same period of the prior year. The increase in AOI was primarily driven by higher revenue as discussed above, partially offset by increased direct operating expenses to support more stadium shows and fan growth at events. The remaining change in operating income outside of AOI of $185.8 million is primarily associated with the nonrecurring Astroworld estimated loss contingencies in the prior year, partially offset by higher acquisition expenses of $42.5 million, mostly due to contingent considerations changes in the prior year, as well as depreciation and amortization expense of $31.5 million related to capital expenditures incurred to support the increased operations and higher stock-based compensation of $29.5 million.

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Ticketing

Our Ticketing segment operating results were, and discussions of significant variances are, as follows:


	Three Months Ended June 30,						% Change	Six Months Ended June 30,						% Change
	2025			2024				2025			2024

	(in thousands)							(in thousands)
Revenue	$	742,696		$	730,677		2%	$	1,437,368		$	1,453,855		(1)%
Direct operating expenses	236,509			251,089			(6)%	470,949			504,923			(7)%
Selling, general and administrative expenses	248,760			214,375			16%	487,713			429,630			14%
Depreciation and amortization	28,101			24,409			15%	53,538			47,923			12%
Loss (Gain) on disposal of operating assets	(1)			2			*	(5)			46			*

Operating income	$	229,327		$	240,802		(5)%	$	425,173		$	471,333		(10)%
Operating margin	30.9		%	33.0		%		29.6		%	32.4		%
AOI	$	290,093		$	292,533		(1)%	$	543,152		$	576,648		(6)%
AOI margin	39.1		%	40.0		%		37.8		%	39.7		%

_______


*			Percentages are not meaningful.

Three Months

Revenue

Ticketing revenue increased $12.0 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to higher primary ticket sales in international markets.

Operating results

Ticketing AOI decreased $2.4 million and operating income decreased $11.5 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily driven by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing. These were partially offset by an increase in revenue discussed above.

Six Months

Revenue

Ticketing revenue decreased $16.5 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to a reduction in ticket sales in North America.

Operating results

Ticketing AOI decreased $33.5 million and operating income decreased $46.2 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily driven by higher selling, general and administrative expenses due to increased investments in research & development, cybersecurity and cloud computing as well as lower revenue discussed above. These were partially offset by a decrease in direct operating expenses due to lower revenue discussed above.

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Sponsorship & Advertising

Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:


	Three Months Ended June 30,						% Change	Six Months Ended June 30,						% Change
	2025			2024				2025			2024
	(in thousands)							(in thousands)
Revenue	$	340,561		$	312,234		9%	$	556,627		$	523,511		6%
Direct operating expenses	68,046			47,474			43%	106,284			93,011			14%
Selling, general and administrative expenses	47,696			44,397			7%	91,719			82,689			11%
Depreciation and amortization	15,631			17,342			(10)%	29,865			33,082			(10)%
Loss (Gain) on disposal of operating assets	—			(1)			100%	—			16			(100)%

Operating income	$	209,188		$	203,022		3%	$	328,759		$	314,713		4%
Operating margin	61.4		%	65.0		%		59.1		%	60.1		%
AOI	$	227,588		$	222,622		2%	$	363,552		$	352,597		3%
AOI margin	66.8		%	71.3		%		65.3		%	67.4		%

Three Months

Revenue

Sponsorship & Advertising revenue increased $28.3 million during the three months ended June 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in the United States and international markets, notably for our operated venues as well as ticket onsale deals.

Operating results

Sponsorship & Advertising AOI increased $5.0 million and operating income increased $6.2 million during the three months ended June 30, 2025 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above.

Six Months

Revenue

Sponsorship & Advertising revenue increased $33.1 million during the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to increased sponsorship activity in the United States and international markets, notably for our operated venues as well as ticket onsale deals.

Operating results

Sponsorship & Advertising AOI increased $11.0 million and operating income increased $14.0 million during the six months ended June 30, 2025 as compared to the same period of the prior year. These increases were primarily due to increased revenues from sponsorship activity discussed above.

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Liquidity and Capital Resources

Our cash is centrally managed on a worldwide basis. Our primary short-term liquidity needs are to fund general working capital requirements, capital expenditures and debt service requirements while our long-term liquidity needs are primarily related to acquisitions and debt repayment. Our primary sources of funds for our short-term liquidity needs will be cash flows from operations and borrowings under our amended senior secured credit facility, while our long-term sources of funds will be from cash flows from operations, long-term bank borrowings and other debt or equity financings. We may from time to time engage in open market purchases of our outstanding debt securities or redeem or otherwise repay such debt.

Our balance sheet reflects cash and cash equivalents of $7.1 billion and short-term investments of $57.6 million at June 30, 2025, and cash and cash equivalents of $6.1 billion at December 31, 2024. Included in the June 30, 2025 and December 31, 2024 cash and cash equivalents balances are $1.7 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 $4.3 billion in cash and cash equivalents, excluding client cash, at June 30, 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.

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 $6.5 billion and $6.4 billion at June 30, 2025 and December 31, 2024, respectively. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.4% at June 30, 2025, with approximately 91% of our debt at fixed rates. Our weighted-average cost of debt for short-term borrowings outstanding at June 30, 2025, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.9%.

Our cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of cash in our operating accounts and invested cash. Cash held in non-interest-bearing and interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. The invested cash is in interest-bearing funds consisting primarily of bank deposits and money market funds. While we monitor cash and cash equivalents balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.

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 operated venues, notably amphitheaters, festivals, theaters and clubs. Internationally, this cash is from a combination of both events in our 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.

We view our available cash as cash and cash equivalents, less ticketing-related client cash, less event-related deferred revenue, less accrued expenses due to artists and cash collected on behalf of others, plus event-related prepaid expenses. This is essentially our cash available to, among other things, repay debt balances, make acquisitions, and finance capital expenditures.

Our intra-year cash fluctuations are impacted by the seasonality of our various businesses. Examples of seasonal effects include our Concerts segment, which reports the majority of its revenue in the second and third quarters. Cash inflows and outflows depend on the timing of event-related payments but the majority of the inflows generally occur prior to the event. See “—Seasonality” below. We believe that we have sufficient financial flexibility to fund these fluctuations and to access the global capital markets on satisfactory terms and in adequate amounts, although there can be no assurance that this will be the case, and capital could be less accessible and/or more costly given current economic conditions. We expect cash flows from operations and borrowings under our amended senior secured credit facility, along with other financing alternatives, to satisfy working capital requirements, capital expenditures and debt service requirements for at least the succeeding year. We may need to incur additional debt or issue equity to make other strategic acquisitions or investments. There can be no assurance that such

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financing will be available to us on acceptable terms or at all. We may make significant acquisitions in the near term, subject to limitations imposed by our financing agreements and market conditions.

The lenders under our revolving loans and counterparty to our interest rate hedge agreement consists of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders will be unable to fund their commitments as required, we can provide no assurances that future funding availability will not be impacted by adverse conditions in the financial markets. Should an individual lender default on its obligations, the remaining lenders would not be required to fund the shortfall, resulting in a reduction in the total amount available to us for future borrowings, but would remain obligated to fund their own commitments. Should the counterparty to our interest rate hedge agreement default on its obligation, we could experience higher interest rate volatility during the period of any such default.

Sources of Cash

Amended Senior Secured Credit Facility

In November 2024, we amended our senior secured credit facility and entered into Amendment No. 12 (the “Amendment”) to our Credit Agreement (as amended by Amendment No. 12, the “Amended Credit Agreement”). The Amendment provides for, among other things, a $400.0 million revolving credit facility to be used for venue financing or other general corporate purposes, which resulted in a revolving credit facility with a total available borrowing capacity of up to $1.7 billion including a $250.0 million sublimit for the issuance of letters of credit and a $100.0 million sublimit for swingline borrowings. The revolving credit facility allows for a $780.0 million sublimit for borrowings in U.S. Dollars, Euros, or Sterling, and a $260.0 million sublimit for borrowings in those or one or more other approved non-U.S. currencies. The revolving credit facility will be available to us and, if designated in the future, certain of our foreign subsidiaries. The Amended Credit Agreement provides for the right, subject to certain conditions, to increase the term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of (x) $1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) additional amounts so long as the senior secured leverage ratio, on a pro-forma basis after giving effect to such increase, is no greater than 4.50x.

Our obligations under the Amended Credit Agreement will continue to be guaranteed by the majority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the foreign subsidiary borrowers, if any, will be guaranteed by us, the majority of our direct and indirect domestic subsidiaries, and by certain of our wholly-owned foreign subsidiaries. The obligations under the Amended Credit Agreement and the guarantees will continue to be secured by a lien on substantially all of our tangible and intangible personal property and the domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries and, if there are any foreign borrowers, by certain of the assets of such foreign borrowers and certain foreign subsidiaries, subject to limited exceptions.

The interest rates per annum applicable to the revolving credit facility under the amended senior secured credit facility are, at our option, equal to either Term SOFR plus 1.75% or a base rate (as defined in the Credit Agreement) plus 0.75%.

The interest rates per annum applicable to the term loan B are, at our option, equal to either Term Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus 1.75% or a base rate plus 0.75%. We have an interest rate swap agreement that ensures the interest rate on $500.0 million principal amount of our outstanding term loan B does not exceed 3.445% through October 2026. For the term loan B, we are required to make quarterly payments of $2.4 million with the balance due at maturity in October 2026. We are also required to make mandatory prepayments of the loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.

We are required to pay a commitment fee of 0.35% per year on the undrawn portion available under the revolving credit facility and variable fees on outstanding letters of credit. Based on our outstanding letters of credit of $20.9 million, $1.68 billion was available for future borrowings from our revolving credit facility as of June 30, 2025.

The revolving credit facility matures on November 5, 2029, provided, that if (x) any of the term loan B, our 6.5% Senior Secured Notes due 2027, or our 4.75% Senior Notes due 2027 remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $500.0 million and (y) our consolidated free cash on such date is less than the sum of such outstanding principal amount plus $500.0 million, then the maturity date of the amended senior secured credit facility will instead be such date.

Debt Covenants

As of June 30, 2025, we believe we were in compliance with all of our debt covenants related to our senior secured credit facility and our corporate senior secured notes, senior notes and convertible senior notes. We expect to remain in compliance with all of these covenants throughout 2025.

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Uses of Cash

Acquisitions

During the six months ended June 30, 2025, we completed various acquisitions that resulted in cash paid, net of cash acquired of $50.1 million.

Capital Expenditures

Venue and ticketing operations require ongoing investment in our existing venues and ticketing systems to address fan and artist expectations, technological industry advances and various federal, state and/or local regulations.

We categorize capital outlays between revenue generating capital expenditures and maintenance capital expenditures. Revenue generating capital expenditures are primarily focused on our global venue expansion strategy as we connect more artists to their global fan base and major renovations to buildings to enhance the fan experience and drive improvements in our hospitality efforts including onsite spending and premium experiences. In addition, in Ticketing, we continue to develop new ticketing tools and technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. Maintenance capital expenditures are associated with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Capital expenditures typically increase during periods when our venues are not in operation since that is the time that such improvements can be completed.

Our capital expenditures, including accruals for amounts incurred but not yet paid for, but net of expenditures funded by outside parties such as landlords and noncontrolling interest partners or expenditures funded by insurance proceeds, consisted of the following:


	Six Months Ended June 30,
	2025		2024
	(in thousands)
Revenue generating	$	370,967	$	258,764
Maintenance	49,091		49,573
Total capital expenditures	$	420,058	$	308,337

Revenue generating capital expenditures during the first six months of 2025 increased from the same period of the prior year primarily due to venue expansion and enhancements across North America and Latin America.

We expect capital expenditures to be approximately $900 million to $1.0 billion for the year ending December 31, 2025 with approximately 85% dedicated to revenue generating projects, including $700 million to $800 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, we expect that our new stadium in Bogota, Colombia will open, with capacity for 40,000 fans, further strengthening our presence in Latin America. Approximately $200 million of our capital expenditure estimate is being funded outside our cash flow by third party equity partners, pre-selling certain premium rights and project-based debts.

Subsequent Event

On July 29, 2025, we entered into an amendment to the OCESA joint venture agreement amending the existing terms to accelerate the timing of CIE’s option to sell its 24% interest in OCESA to the Company and extended the timing on CIE’s option to sell its remaining 25% interest in OCESA by five years. We also entered into a purchase agreement to acquire the 24% interest in OCESA from CIE for approximately $646 million, which is expected to close during the third quarter of 2025.

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Cash Flows


	Six Months Ended June 30,
	2025		2024
	(in thousands)
Cash provided by (used in):
Operating activities	$	1,544,722	$	1,400,954
Investing activities	$	(492,426)	$	(434,405)
Financing activities	$	(498,452)	$	(642,976)

Operating Activities

Cash provided by operating activities increased $143.8 million for the six months ended June 30, 2025 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 as well as lower gain on mark-to-market of investments in nonconsolidated affiliates.

Investing Activities

Cash used in investing activities increased $58.0 million for the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to higher purchases of property, plant and equipment for revenue generating capital expenditures partially offset by lower advances of notes receivable due to timing. See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.

Financing Activities

Cash used in financing activities decreased $144.5 million for the six months ended June 30, 2025 as compared to the same period of the prior year primarily due to lower payments on long-term debt and higher purchases of noncontrolling interests. See “—Sources of Cash” above for further discussion.

Seasonality

Information regarding the seasonality of our business can be found in Part I—Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.

Market Risk

We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates and interest rates.

Foreign Currency Risk

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, however the impact of these currencies did not have a material impact on our statement of operations for the three and six months ended June 30, 2025 and 2024. Our foreign operations reported an operating income of $284.1 million for the six months ended June 30, 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 six months ended June 30, 2025 by $28.4 million. As of June 30, 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.

We primarily use forward currency contracts, in addition to options, to reduce our exposure to foreign currency risk associated with short-term artist fee commitments. At June 30, 2025, we had forward currency contracts outstanding with an aggregate notional amount of $637.7 million.

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Interest Rate Risk

Our market risk is also affected by changes in interest rates. We had $6.5 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of June 30, 2025. Of the total amount, we had $6.0 billion of fixed-rate debt and $559.7 million of floating-rate debt.

Based on the amount of our floating-rate debt as of June 30, 2025, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $1.4 million. This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of June 30, 2025 with no subsequent change in rates for the remainder of the period.

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 $500.0 million and ensures that a portion of our floating-rate debt does not exceed 3.445%.

Accounting and Other Pronouncements

Information regarding recently issued and adopted accounting pronouncements can be found in Part I — Financial Information—Item 1.—Financial Statements—Note 1 – Basis of Presentation and Other Information.

In 2021, the Organization for Economic Co-operation and Development (“OECD”) released Pillar Two model rules designed to ensure large multinational enterprises (“MNE”) pay a minimum level of tax arising in each jurisdiction they operate. Over 135 jurisdictions joined a plan to update key elements of the international tax system and provide for a coordinated system of taxation that imposes top-up tax on profits arising in a jurisdiction whenever the effective rate is below the minimum rate. Effective January 1, 2024, many of these jurisdictions have enacted a global 15% minimum effective tax rate. This minimum rate applies to MNE’s with consolidated revenue above €750 million. Based on the Company’s current analysis, the current Pillar Two rules do not have a material impact on the Company’s financial statements for the current period.

The One Big Beautiful Bill Act (“OBBBA”) was enacted on July 4, 2025. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, the business interest expense limitation and makes modifications to the international tax framework. The Company is assessing the impact of the OBBBA on our consolidated financial statements.

Critical Accounting Policies and Estimates

The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenue and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material.

Management believes that the accounting estimates involved in business combinations, impairment of long-lived assets and goodwill, revenue recognition, and income taxes are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions are described in Part II—Financial Information—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025.

There have been no changes to our critical accounting policies during the six months ended June 30, 2025.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Required information is within Part I — Financial Information—Item 2.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have established disclosure controls and procedures to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and our board of directors.

Based on their evaluation as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible errors and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding our legal proceedings can be found in Part I—Financial Information—Item 1. Financial Statements—Note 6 – Commitments and Contingent Liabilities.

Item 1A. Risk Factors

While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part I—Item 1A.—Risk Factors of our 2024 Annual Report on Form 10-K filed with the SEC on February 21, 2025, describes some of the risks and uncertainties associated with our business which could materially and adversely affect our business, financial condition, cash flows and results of operations, and the trading price of our common stock could decline as a result. We do not believe that there have been any material changes to the risk factors previously disclosed in our 2024 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchase of Equity Securities

The following table provides information regarding repurchases of our common stock during the three months ended June 30, 2025:


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share (1)	Total Number of Shares Purchased as Part of Publicly Announced Program (2)	Maximum Fair Value of Shares that May Yet Be Purchased Under the Program (2)
April 2025	34	$120.84
May 2025	6,659	$145.18
June 2025	2,054	$143.16
	8,747

(1) Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards under our stock incentive plan. Pursuant to the terms of our stock plan, such shares revert to available shares under the plan.
(2) We do not have a publicly announced program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced program.

Item 3. Defaults Upon Senior Securities

None.

Item 5. Other Information

No director or officer adopted or terminated any Rule 10b5-1 plan, or any other written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” during the three months ended June 30, 2025.

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Item 6. Exhibits

Exhibit Description

Incorporated by Reference

Filed
Herewith

Exhibit
No.

Form

File No.

Exhibit No.

Filing Date

31.1

Certification of Chief Executive Officer.

31.2

Certification of Chief Financial Officer.

32.1

Section 1350 Certification of Chief Executive Officer.

32.2

Section 1350 Certification of Chief Financial Officer.

101.INS

XBRL Instance Document - this instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

XBRL Taxonomy Schema Document.

101.CAL

XBRL Taxonomy Calculation Linkbase Document.

101.DEF

XBRL Taxonomy Definition Linkbase Document.

101.LAB

XBRL Taxonomy Label Linkbase Document.

101.PRE

XBRL Taxonomy Presentation Linkbase Document.

104

Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)

§ Management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 7, 2025.


LIVE NATION ENTERTAINMENT, INC.

By:			/s/ Brian Capo
			Brian Capo
			Senior Vice President—Chief Accounting Officer (Duly Authorized Officer)

Source:

FAQ

What was CHMI's net income for Q2 2025?

$1.6 million compared with $0.8 million in Q2 2024.

How did diluted EPS change year-over-year?

Diluted EPS attributable to common holders improved to -$0.03 from -$0.06.

What is CHMI's book value per common share as of 30 June 2025?

Approximately $6.44.

How did the internalisation impact operating expenses?

It removed a $1.8 million quarterly management fee, lowering total expenses by 35 % YoY.

Why did CHMI record a year-to-date loss?

Large unrealised derivative losses ($41.9 m) and servicing asset mark-downs ($9.1 m) offset operating income.

How many common shares are outstanding and how much capital was raised YTD 2025?

Shares increased to 36.0 million; equity issuances raised about $21 million.

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FAQ

What was CHMI's net income for Q2 2025?

How did diluted EPS change year-over-year?

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