Live Nation Entertainment LYV · USD

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. Due to the significant and non-recurring nature of the matters, we also exclude from AOI the impact of realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, and expenses for regulatory compliance matters associated with the provision for (possible) losses arising from certain significant governmental investigations and litigations under ASC 450 - Contingencies, which are described under the heading “Governmental Investigations and Litigation” in Note 7 of the Notes to the Consolidated Financial Statements herein. Except as described above, 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.There were no customers that individually accounted for more than 10% of our consolidated revenue in any year.

We have non-cancelable contracts related to minimum performance payments with various artists, other event-related costs and nonrecoupable ticketing contract advances. We also have commitments relating to additions to property, plant, and equipment under certain construction commitments for facilities and venues.As of December 31, 2025, our future minimum payments under non-cancelable contracts and capital expenditure commitments consist of the following: Non-cancelableContracts CapitalExpenditures (in thousands)2026$2,423,299 $28,384 2027806,187 14,732 2028292,010 3,676 2029449,493 2,838 2030159,120 2,124 Thereafter346,409 67,338 Total$4,476,518 $119,092 Certain agreements relating to acquisitions provide for deferred purchase consideration payments at future dates. A liability is established at the time of the acquisition for these fixed payments. For obligations payable at a date greater than twelve months from the acquisition date, we apply a discount rate to calculate the present value of the obligations. As of December 31, 2025, we have accrued $9.4 million in other current liabilities and $6.3 million in other long-term liabilities and, as of December 31, 2024, we had accrued $1.5 million in other current liabilities and $11.8 million in other long-term liabilities, related to these deferred purchase consideration payments.We have contingent obligations related to acquisitions which were accounted for as business combinations. Contingent consideration associated with business combinations is recorded at fair value at the time of the acquisition and reflected at current fair value for each subsequent reporting period thereafter until settled. We record these fair value changes in our statements of operations as selling, general and administrative expenses. The contingent consideration is generally subject to payout following the achievement of future performance targets and a portion is expected to be payable in the next twelve months. As of December 31, 2025, we have accrued $276.1 million in other current liabilities and $23.6 million in other long-term liabilities and, as of December 31, 2024, we had accrued $39.3 million in other current liabilities and $9.0 million in other long-term liabilities, representing the fair value of these estimated payments. The last contingency period for which we have an outstanding contingent payment is for the period ending July 2049.

Long-term debt, which includes finance leases, consisted of the following: December 31,20252024(in thousands)Senior Secured Credit Facility:Term loan B$1,300,000 $828,163 6.5% Senior Secured Notes due 20271,200,000 1,200,000 3.75% Senior Secured Notes due 2028500,000 500,000 5.625% Senior Notes due 2026— 300,000 4.75% Senior Notes due 2027950,000 950,000 2.0% Convertible Senior Notes due 2025— 83,957 3.125% Convertible Senior Notes due 2029999,958 1,000,000 2.875% Convertible Senior Notes due 20301,100,000 1,100,000 2.875% Convertible Senior Notes due 20311,400,000 — Other debt818,701 529,257 Total principal amount8,268,659 6,491,377 Less: unamortized discounts and debt issuance costs(69,011)(53,308)Total debt, net of unamortized discounts and debt issuance costs 8,199,648 6,438,069 Less: current portion587,630 260,901 Total long-term debt, net$7,612,018 $6,177,168 Future maturities of debt at December 31, 2025 are as follows:(in thousands)2026$587,630 20272,199,465 20281,531,763 20291,119,342 2030142,964 Thereafter2,687,495 Total$8,268,659 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 6 – Fair Value Measurements for discussion of the fair value measurement of our debt.Amended Senior Secured Credit FacilityIn October 2025, we amended, restated and refinanced, our existing senior secured credit facility and entered into an amended and restated credit agreement (the “Credit Agreement”). The Credit Agreement amended and restated our then-existing credit agreement (as amended, restated, supplemented or otherwise modified immediately prior to the effectiveness of the Credit Agreement, the “Prior Credit Agreement”), and provides for (i) a $1.3 billion multicurrency revolving credit facility (the “new multicurrency revolving facility”), (ii) a $400 million venue expansion revolving credit facility (the “new venue expansion revolving facility” and together with the new multicurrency revolving facility, the “new revolving facilities”), (iii) a $700 million delayed draw term loan A facility (the “new delayed draw term loan A facility”), and (iv) a $1.3 billion term loan B facility (the “new term loan B facility” and together with the new revolving facilities and the new delayed draw term loan A facility, the “new senior secured credit facilities”). The new term loan B facility was fully drawn at the closing of the new senior secured credit facilities.

Significant components of the provision for income tax expense (benefit) are as follows: Year Ended December 31,202520242023(in thousands)Current: Federal$(6,176)$39,122 $1,250 Foreign345,460 253,442 229,073 State21,005 24,308 23,171 Total current360,289 316,872 253,494 Deferred: Federal55,229 (557,399)5,982 Foreign(68,207)(126,423)(51,209) State(7,524)(24,748)1,209 Total deferred(20,502)(708,570)(44,018)Income tax expense (benefit)$339,787 $(391,698)$209,476 The domestic income before income taxes was $145.6 million, $31.8 million and $237.5 million for 2025, 2024 and 2023, respectively. Foreign income before income taxes was $884.9 million, $707.6 million and $675.8 million for the years ended December 31, 2025, 2024 and 2023, respectively.Significant components of our deferred tax liabilities and assets are as follows:December 31,20252024(in thousands)Deferred tax liabilities: Intangible and fixed assets$396,428 $282,200 Leases233,421 210,904 Mark to market50,780 49,691 Prepaid expenses10,023 3,802 Other9,023 779 Total deferred tax liabilities699,675 547,376 Deferred tax assets: Net operating loss carryforwards851,765 763,205 Leases 277,872 244,476 Accrued expenses209,327 251,416 Capitalized research and development107,585 90,477 Interest limitation73,037 69,128 Foreign tax and other credit carryforwards59,294 51,153 Other45,270 61,555 Intangible and fixed assets16,358 12,411 Equity compensation14,111 10,831 Total gross deferred tax assets1,654,619 1,554,652 Valuation allowance587,285 569,495 Total net deferred tax assets1,067,334 985,157 Net deferred tax assets$367,659 $437,781 Each reporting period, we evaluate the realizability of all of our deferred tax assets in each tax jurisdiction. The Company recorded valuation allowances of $587.3 million and $569.5 million as of December 31, 2025 and 2024, respectively. Deferred income tax assets and liabilities are recorded related to net operating losses and temporary differences between the book and tax basis of assets and liabilities expected to produce tax deductions and income in the future. The realization of these assets depends on recognition of sufficient future taxable income in specific tax jurisdictions in which those temporary differences or net operating losses relate.

In December 2005, we adopted our 2005 Stock Incentive Plan, which has been amended and/or restated on several occasions. In connection with our merger with Ticketmaster Entertainment LLC, we adopted the Amended and Restated Ticketmaster 2008 Stock & Annual Incentive Plan. The plans authorize us to grant stock option awards, director shares, stock appreciation rights, restricted stock and deferred stock awards, other equity-based awards and performance awards. We have granted restricted stock awards, options to purchase our common stock and deferred stock awards to employees, directors, consultants, and our affiliates under the stock incentive plans at no less than the fair market value of the underlying stock on the date of grant. The stock incentive plans contain anti-dilutive provisions that require the adjustment of the number of shares of our common stock represented by, and the exercise price of, each option for any stock splits or stock dividends. The ten-year term of the Ticketmaster plan expired in August 2018; accordingly, no new awards may be granted under that plan but outstanding awards shall continue in full force and effect in accordance with their terms.The following is a summary of stock-based compensation expense we recorded during the respective periods: Year Ended December 31, 202520242023 (in thousands)Selling, general and administrative expenses$108,680 $50,668 $40,751 Corporate expenses46,539 59,680 75,208 Total $155,219 $110,348 $115,959 As of December 31, 2025, there was $154.2 million of total unrecognized compensation cost related to stock-based compensation arrangements for stock options, restricted stock and deferred stock awards. This cost is expected to be recognized over a weighted-average period of 2.1 years.Stock Options Stock options are granted for a term not exceeding ten years and the non-vested options are generally forfeited in the event the employee, director or consultant terminates his or her employment or relationship with us or one of our affiliates. Any options that have vested at the time of termination are forfeited to the extent they are not exercised within the applicable post-employment exercise period provided in their option agreements. These options typically vest over one to four years. In 2025, 2024 and 2023, no stock options were granted.

The significant components of operating lease expense are as follows:Year Ended December 31,20252024(in thousands)Operating lease cost$309,999 $264,339 Variable and short-term lease cost203,094 182,372 Sublease income(7,461)(6,006)Net lease cost$505,632 $440,705 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:Year Ended December 31,20252024(in thousands)Cash paid for amounts included in the measurement of lease liabilities$244,159 $249,052 Lease assets obtained in exchange for lease obligations, net of terminations$385,319 $249,501 Future maturities of our operating lease liabilities at December 31, 2025 are as follows:(in thousands)2026$286,012 2027254,108 2028289,268 2029268,627 2030251,379 Thereafter2,407,075 Total lease payments3,756,469 Less: Interest1,551,731 Present value of lease liabilities$2,204,738 The weighted average remaining lease term and weighted average discount rate for our operating leases are as follows:Year Ended December 31,20252024Weighted average remaining lease term (in years)15.114.5Weighted average discount rate6.33%6.24%As of December 31, 2025, we have additional operating leases that have not yet commenced with total lease payments of $977.9 million. These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from January 2026 to June 2030 with lease terms ranging from 5 to 39 years.

Our cybersecurity risk management and strategy focus on several areas: •Risk Identification and Reporting: We have implemented a comprehensive, cross-functional approach to assessing, identifying, and managing material cybersecurity threats and incidents. Our program includes controls and procedures to properly identify, classify, and escalate certain cybersecurity incidents to provide management visibility and obtain an assessment from management as to the public disclosure and reporting of material incidents in a timely manner. The Cyber Security team’s responsibilities include:◦Rating cyber risk severity, coordinating remediation, and monitoring cyber risks within our enterprise risk register;◦Monitoring cybersecurity detective controls for alerts, responding to alerts, and managing response to cyber incidents;◦Cyber threat intelligence functions, including monitoring cybercrime and geopolitical developments;◦Supporting mergers and acquisitions activities, including integration of newly acquired businesses;◦Performing security architecture reviews in existing enterprise systems and in those of newly acquired organizations;◦Procuring and arranging for the implementation of both protective and detective controls across our business;◦Monitoring and ensuring Payment Card Industry Data Security Standard (PCI-DSS) compliance where required across the enterprise; and◦Monitor for cybersecurity vulnerabilities and defects, including through penetration testing assessments.•Technical Safeguards: We have implemented technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, endpoint detection and response, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as external audits and certifications. The Cyber Security department also manages security log information, and carries out vulnerability and application scanning to support the identification of cyber risks.•Incident Response and Recovery Planning: We maintain comprehensive incident response, business continuity, and disaster recovery plans designed to guide our response to cybersecurity incidents. We also conduct regular tabletop exercises to test these plans and ensure personnel are familiar with their roles in a response scenario.

Our cybersecurity risk management and strategy focus on several areas: •Risk Identification and Reporting: We have implemented a comprehensive, cross-functional approach to assessing, identifying, and managing material cybersecurity threats and incidents. Our program includes controls and procedures to properly identify, classify, and escalate certain cybersecurity incidents to provide management visibility and obtain an assessment from management as to the public disclosure and reporting of material incidents in a timely manner. The Cyber Security team’s responsibilities include:◦Rating cyber risk severity, coordinating remediation, and monitoring cyber risks within our enterprise risk register;◦Monitoring cybersecurity detective controls for alerts, responding to alerts, and managing response to cyber incidents;◦Cyber threat intelligence functions, including monitoring cybercrime and geopolitical developments;◦Supporting mergers and acquisitions activities, including integration of newly acquired businesses;◦Performing security architecture reviews in existing enterprise systems and in those of newly acquired organizations;◦Procuring and arranging for the implementation of both protective and detective controls across our business;◦Monitoring and ensuring Payment Card Industry Data Security Standard (PCI-DSS) compliance where required across the enterprise; and◦Monitor for cybersecurity vulnerabilities and defects, including through penetration testing assessments.•Technical Safeguards: We have implemented technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, endpoint detection and response, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as external audits and certifications. The Cyber Security department also manages security log information, and carries out vulnerability and application scanning to support the identification of cyber risks.•Incident Response and Recovery Planning: We maintain comprehensive incident response, business continuity, and disaster recovery plans designed to guide our response to cybersecurity incidents. We also conduct regular tabletop exercises to test these plans and ensure personnel are familiar with their roles in a response scenario.