Live Nation Entertainment, Inc.

Previous wording

The first quarter was a robust start to the year for the Company. Based on our strong pipeline of amphitheater, arena and stadium shows for the remainder of the year, coupled with our current event-related deferred revenue balance of $6.6 billion as of March 31, 2026, which is up $1.2 billion or 22% compared to March 31, 2025, we are optimistic for continued growth in the remainder of the year.

Current wording

The second quarter continued the robust trend we saw in the first quarter of 2026, with ongoing consumer demand for live experiences demonstrated in our year-over-year global ticket sales trends across all of our major markets and with double-digit growth for amphitheater, arena and stadium sales. Onsite spend is up across multiple markets and venue types, and our two newest amphitheaters are already among our top performers on premium spending. Finally, our lineup of amphitheater, arena and stadium shows for the remainder of the year is almost fully booked. These indicators, coupled with our current event-related deferred revenue balance of $6.4 billion as of June 30, 2026, which increased $1.3 billion or 25% compared to June 30, 2025, makes us optimistic for continued growth in the remainder of the year.

Previous wording

Our Sponsorship & Advertising segment revenue for the quarter increased by $42.5 million, or 20%, from $216.1 million in the first quarter of 2025 to $258.6 million in the first quarter of 2026. The improvement was largely due to increased festival sponsorship in Latin America as well as additional venue sponsorship across multiple markets. Our committed sponsorship sales are up over double-digits year-over-year, giving us confidence we will deliver growth for 2026 once again in our Sponsorship & Advertising segment. AOI for the quarter increased by $28.6 million, or 21%, from $136.0 million in the first quarter of 2025 to $164.6 million in the first quarter of 2026.

Current wording

For the first six months of 2026, our Sponsorship & Advertising segment’s revenue grew $84.9 million, or 15%, compared to the same period in 2025, from $556.6 million to $641.6 million. Sponsorship & Advertising AOI for the first six months increased by $57.9 million, or 16% compared to the same period in 2025, from $363.6 million to $421.4 million. The growth in revenue and AOI in the first six months of 2026 was driven by new venue and festival deals in Canada, Europe and Latin America, including growth driven by new venue and festival assets in those markets. Our committed sponsorship sales are up 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 AOI growth for the year once again in our Sponsorship & Advertising segment.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

For the three months ended March 31, 2026, we recorded a net income tax benefit of $32.1 million on pretax loss of $412.1 million, compared to a net income tax expense of $19.7 million on pretax income of $66.0 million for the three months ended March 31, 2025. The net decrease in income tax expense of $51.8 million was primarily due to pretax losses in 2026 compared to pretax income in the prior year.

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Concerts revenue increased $291.5 million during the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to more arena shows and fans. Concerts had incremental revenue of $189.0 million during the three months ended March 31, 2026 from acquisitions and newly opened venues.

Current wording

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

Previous wording

Concerts AOI decreased $3.7 million and operating loss increased $30.1 million during the three months ended March 31, 2026 as compared to the same period of the prior year. The decrease in AOI was primarily driven by higher direct operating expenses to support more arena shows and fan growth at events and higher selling, general and administrative expenses related to additional headcount and compensation expenses. The remaining change in operating loss outside of AOI of $26.4 million is primarily associated with higher depreciation and amortization expense of $13.4 million related to our ongoing venue build and upgrade program.

Current wording

Concerts AOI decreased $52.8 million and operating income decreased $100.3 million during the six months ended June 30, 2026 as compared to the same period of the prior year. The decrease in AOI was primarily driven by geographic show mix, quarterly phasing, and higher selling, general and administrative expenses attributable to pre-opening costs for venues opening in 2026 and beyond as well as costs associated with International festival growth and acquisitions where benefits are substantially recognized in our Sponsorship & Advertising segment. The remaining change in operating income outside of AOI of $47.5 million is primarily associated with higher depreciation and amortization expense of $42.7 million related to our ongoing venue build and upgrade program.

Previous wording

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

Current wording

Ticketing revenue increased $109.5 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily due to higher primary ticket sales driven by more concert events in North America and international markets.

Previous wording

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

Current wording

Ticketing AOI increased $40.9 million and operating income increased $35.3 million during the three months ended June 30, 2026 as compared to the same period of the prior year primarily driven by higher revenue discussed above. This was partially offset by an increase in direct operating expenses due to greater ticket sales.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Our balance sheet reflects cash and cash equivalents of $9.1 billion and $7.1 billion and short-term investments of $43.8 million and $76.6 million at March 31, 2026 and December 31, 2025, respectively. Included in the March 31, 2026 and December 31, 2025 cash and cash equivalents balances are $1.8 billion and $1.6 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges, which we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis, though we may do so from time to time. Our foreign subsidiaries held approximately $5.6 billion in cash and cash equivalents, excluding client cash, at March 31, 2026. We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign withholding or transaction taxes on future repatriations.

Current wording

Our balance sheet reflects cash and cash equivalents of $9.1 billion and $7.1 billion and short-term investments of $65.6 million and $76.6 million at June 30, 2026 and December 31, 2025, respectively. Included in the June 30, 2026 and December 31, 2025 cash and cash equivalents balances are $1.9 billion and $1.6 billion, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges, which we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis, though we may do so from time to time. Our foreign subsidiaries held approximately $5.9 billion in cash and cash equivalents, excluding client cash, at June 30, 2026. We generally do not repatriate these funds, but if we did, we would need to accrue and pay United States state income taxes as well as any applicable foreign withholding or transaction taxes on future repatriations.

Previous wording

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

Current wording

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 $9.2 billion and $8.2 billion at June 30, 2026 and December 31, 2025, respectively. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.3% at June 30, 2026, with approximately 85% of our debt at fixed rates. Our weighted-average cost of debt for short-term borrowings outstanding at June 30, 2026, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 4.7%.

Previous wording

The interest rates per annum applicable to the revolving facilities and the delayed term loan A facility are, at our option, equal to either Term SOFR plus 1.50% or an adjusted base rate (as defined in the Credit Agreement) plus 0.50%, subject to two stepdowns based on our secured leverage ratio. The interest rates per annum applicable to the term loan B facility are, at our option, equal to either Term SOFR plus 2.00% or an adjusted base rate plus 1.00%. We have an interest rate swap agreement that ensures the interest rate on $500.0 million principal amount of our outstanding term loan B facility does not exceed 3.445% through October 2026.

Current wording

The interest rates per annum applicable to the revolving facilities and the delayed term loan A facility are, at our option, equal to either Term SOFR plus 1.50% or an adjusted base rate (as defined in the Credit Agreement) plus 0.50%, subject to two stepdowns based on our secured leverage ratio. The interest rates per annum applicable to the term loan B facility are, at our option, equal to either Term SOFR plus 2.00% or an adjusted base rate plus 1.00%. We have an interest rate swap agreement that ensures the interest rate on $500 million principal amount of our outstanding term loan B facility does not exceed 3.445% through October 2026.

Previous wording

As of March 31, 2026, 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 2026.

Current wording

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

Previous wording

During the three months ended March 31, 2026, we completed various acquisitions that resulted in cash paid, net of cash acquired of $113.2 million.

Current wording

During the six months ended June 30, 2026, we completed various acquisitions that resulted in cash paid, net of cash acquired of $242.6 million.

Previous wording

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

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Cash provided by operating activities increased $1.0 billion for the three months ended March 31, 2026 as compared to the same period of the prior year primarily due to changes in operating assets and liabilities from timing of events on sale, payments and receipts partially offset by an overall decrease in net income and lower deferred income taxes.

Current wording

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

Previous wording

Cash used in investing activities increased $200.3 million for the three months ended March 31, 2026 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 as well as an increase in acquisitions. See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.

Current wording

Cash used in investing activities increased $384.8 million for the six months ended June 30, 2026 as compared to the same period of the prior year primarily due to an increase in acquisitions as well as purchases of property, plant and equipment for revenue generating capital expenditures. See “—Uses of Cash - Acquisitions and Capital Expenditures” above for further discussion.

Previous wording

Cash provided by financing activities for the three months ended March 31, 2026 was $117.5 million compared to cash used in financing activities for the three months ended March 31, 2025 of $173.2 million primarily due to higher existing debt proceeds as well as lower debt payments.

Current wording

Cash provided by financing activities for the six months ended June 30, 2026 was $308.1 million compared to cash used in financing activities for the six months ended June 30, 2025 of $498.5 million primarily due to higher debt proceeds from the issuance of VenueCo notes as well as higher payments on debt.

Previous wording

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 months ended March 31, 2026 and 2025. Our foreign operations reported an operating loss of $130.0 million for the three months ended March 31, 2026. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating loss for the three months ended March 31, 2026 by $13.0 million. As of March 31, 2026, 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.

Current wording

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, 2026 and 2025. Our foreign operations reported an operating income of $4.4 million for the six months ended June 30, 2026. 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, 2026 by $0.4 million. As of June 30, 2026, 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.

Previous wording

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 March 31, 2026, we had forward currency contracts outstanding with an aggregate notional amount of $944.2 million.

Current wording

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, 2026, we had forward currency contracts outstanding with an aggregate notional amount of $735.0 million.

Previous wording

Our market risk is also affected by changes in interest rates. We had $8.6 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of March 31, 2026. Of the total amount, we had $7.2 billion of fixed-rate debt and $1.4 billion of floating-rate debt.

Current wording

Our market risk is also affected by changes in interest rates. We had $9.3 billion of total debt, excluding unamortized debt discounts and issuance costs, outstanding as of June 30, 2026. Of the total amount, we had $7.9 billion of fixed-rate debt and $1.4 billion of floating-rate debt.

Previous wording

Based on the amount of our floating-rate debt as of March 31, 2026, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.6 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 March 31, 2026 with no subsequent change in rates for the remainder of the period.

Current wording

Based on the amount of our floating-rate debt as of June 30, 2026, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.4 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, 2026 with no subsequent change in rates for the remainder of the period.

Previous wording

There have been no changes to our critical accounting policies during the three months ended March 31, 2026.

Current wording

There have been no changes to our critical accounting policies during the six months ended June 30, 2026.