Exhibit 99.2
Correction of Errors in Previously Reported Consolidated Quarterly Financial Statements (Unaudited)
As previously disclosed in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024, in calculating our income taxes for the three and nine months ended September 30, 2024, we identified errors in our previously issued financial statements for the years ended December 31, 2023 and December 31, 2022 related to the measurement of income tax expense for certain foreign subsidiaries statutory earnings. These errors were non-cash items that had no impact to our cash paid for income taxes.
We assessed the materiality of these errors, using both quantitative and qualitative factors, in accordance with the SEC Staff Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB 108 “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” codified in ASC 250 “Accounting Changes and Error Corrections” and concluded these errors (including when aggregated with other errors discussed below) were immaterial to all of the previously issued consolidated financial statements but, if corrected in the current year, would be material to the current year. Under ASC 250, such prior‑year misstatements which, if corrected in the current year would be material to the current year, must be corrected by adjusting the prior‑year financial statements. Correcting prior‑year financial statements for such immaterial errors does not require previously filed reports to be amended.
In addition to the errors related to the income tax provision as noted above, we recorded other errors to correct prior periods as presented below. These errors were not previously recorded, as we concluded that they were immaterial individually and in aggregate to our previously issued consolidated financial statements.
The effects of the error corrections on our unaudited consolidated statements of operations during the interim periods for the years ended December 31, 2024 and December 31, 2023 are presented in the tables below.
The following table presents our consolidated statements of operations for the three months ended December 31, 2024, September 30, 2024 and June 30, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | |
| | | | | | | Three Months Ended
December 31, 2024 | | Three Months Ended
September 30, 2024 | | Three Months Ended
June 30, 2024 |
| | | | | | | As Reported | | As Reported | | As Reported |
| | | (unaudited, in thousands except per share data) |
| Revenue | | | | | | | $ | 5,681,593 | | | $ | 7,651,087 | | | $ | 6,023,416 | |
| | | | | | | | | | | |
| Operating income (loss) | | | | | | | (239,444) | | | 639,525 | | | 465,819 | |
| | | | | | | | | | | |
| | | | | | | | | | | |
| Net income | | | | | | | 281,918 | | | 515,683 | | | 376,228 | |
| Net income attributable to noncontrolling interests | | | | | | | 80,931 | | | 63,878 | | | 78,258 | |
| Net income attributable to common stockholders of Live Nation | | | | | | | 200,987 | | | 451,805 | | | 297,970 | |
| Basic net income per common share available to common stockholders of Live Nation | | | | | | | 0.56 | | | 1.72 | | | 1.05 | |
| Diluted net income per common share available to common stockholders of Live Nation | | | | | | | 0.56 | | | 1.66 | | | 1.03 | |
| AOI | | | | | | | 157,329 | | | 909,831 | | | 716,231 | |
The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended March 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 | | |
| As Reported | | Adjustments | | As Revised | | | | | | |
| (unaudited, in thousands except per share data) | | |
| | | | | | | | | | | |
| Direct operating expenses | $ | 2,646,457 | | | $ | 4,883 | | | $ | 2,651,340 | | | | | | | |
| Operating loss | (36,507) | | | (4,883) | | | (41,390) | | | | | | | |
| Income (loss) before income taxes | 3,197 | | | (4,883) | | | (1,686) | | | | | | | |
| Income tax expense | 35,414 | | | 5,605 | | | 41,019 | | | | | | | |
| Net loss | (32,217) | | | (10,488) | | | (42,705) | | | | | | | |
| Net income attributable to noncontrolling interests | 14,516 | | | (2,746) | | | 11,770 | | | | | | | |
| Net loss attributable to common stockholders of Live Nation | (46,733) | | | (7,742) | | | (54,475) | | | | | | | |
| Basic net loss per common share available to common stockholders of Live Nation | (0.53) | | | (0.03) | | | (0.56) | | | | | | | |
| Diluted net loss per common share available to common stockholders of Live Nation | (0.53) | | | (0.03) | | | (0.56) | | | | | | | |
| AOI | 367,390 | | | (4,883) | | | 362,507 | | | | | | | |
The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended December 31, 2023:
| | | | | | | | | | | | | | | | | |
| Three Months Ended December 31, 2023 |
| As Reported | | Adjustments | | As Revised |
| (unaudited, in thousands except per share data) |
| | | | | |
| Revenue | $ | 5,838,941 | | | $ | (20,260) | | | $ | 5,818,681 | |
| Direct operating expenses | 4,681,184 | | | (20,260) | | | 4,660,924 | |
| Income tax expense | 38,865 | | | 43,541 | | | 82,406 | |
| Net loss | (181,893) | | | (43,541) | | | (225,434) | |
| Net income attributable to noncontrolling interests | 28,835 | | | (21,335) | | | 7,500 | |
| Net loss attributable to common stockholders of Live Nation | (210,728) | | | (22,206) | | | (232,934) | |
| Basic net loss per common share available to common stockholders of Live Nation | (1.25) | | | (0.09) | | | (1.34) | |
| Diluted net loss per common share available to common stockholders of Live Nation | (1.25) | | | (0.09) | | | (1.34) | |
| AOI | 116,919 | | | — | | | 116,919 | |
| | | | | |
The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended September 30, 2023:
| | | | | | | | | | | | | | | | | |
| Three Months Ended September 30, 2023 |
| As Reported | | Adjustments | | As Revised |
| (unaudited, in thousands except per share data) |
| | | | | |
| Revenue | $ | 8,152,019 | | | $ | 2,544 | | | $ | 8,154,563 | |
| Direct operating expenses | 6,330,465 | | | (32,582) | | | 6,297,883 | |
| Operating income | 618,532 | | | 35,126 | | | 653,658 | |
| Income before income taxes | 596,555 | | | 35,126 | | | 631,681 | |
| Income tax expense | 55,874 | | | (5,605) | | | 50,269 | |
| Net income | 540,681 | | | 40,731 | | | 581,412 | |
| Net income attributable to noncontrolling interests | 57,186 | | | 2,746 | | | 59,932 | |
| Net income attributable to common stockholders of Live Nation | 483,495 | | | 37,985 | | | 521,480 | |
| Basic net income per common share available to common stockholders of Live Nation | 1.85 | | | 0.16 | | | 2.01 | |
| Diluted net income per common share available to common stockholders of Live Nation | 1.78 | | | 0.15 | | | 1.93 | |
| AOI | 836,063 | | | 35,126 | | | 871,189 | |
| | | | | |
The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended June 30, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| | | Three Months Ended June 30, 2023 |
| | | | | | | As Reported | | Adjustments | | As Revised |
| | | (unaudited, in thousands except per share data) |
| | | | | | | | | | | |
| Revenue | | | | | | | $ | 5,630,723 | | | $ | (2,209) | | | $ | 5,628,514 | |
| Direct operating expenses | | | | | | | 4,164,778 | | | 2,563 | | | 4,167,341 | |
| Operating income | | | | | | | 386,371 | | | (4,772) | | | 381,599 | |
| Income before income taxes | | | | | | | 372,985 | | | (4,772) | | | 368,213 | |
| Income tax expense | | | | | | | 41,648 | | | 11,313 | | | 52,961 | |
| Net income | | | | | | | 331,337 | | | (16,085) | | | 315,252 | |
| Net income attributable to noncontrolling interests | | | | | | | 37,655 | | | 7,577 | | | 45,232 | |
| Net income attributable to common stockholders of Live Nation | | | | | | | 293,682 | | | (23,662) | | | 270,020 | |
| Basic net income per common share available to common stockholders of Live Nation | | | | | | | 1.04 | | | (0.11) | | | 0.93 | |
| Diluted net income per common share available to common stockholders of Live Nation | | | | | | | 1.02 | | | (0.10) | | | 0.92 | |
| AOI | | | | | | | 589,697 | | | (4,772) | | | 584,925 | |
| | | | | | | | | | | |
The following table presents the impact of correcting the errors on the affected line items of our consolidated statements of operations for the three months ended March 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2023 | | |
| As Reported | | Adjustments | | As Revised | | | | | | |
| (unaudited, in thousands except per share data) | | |
| | | | | | | | | | | |
| Revenue | $ | 3,127,390 | | | $ | (2,831) | | | $ | 3,124,559 | | | | | | | |
| Direct operating expenses | 2,115,589 | | | 8,793 | | | 2,124,382 | | | | | | | |
| Operating income | 142,776 | | | (11,624) | | | 131,152 | | | | | | | |
| Income before income taxes | 68,032 | | | (11,624) | | | 56,408 | | | | | | | |
| Net income | 44,192 | | | (11,624) | | | 32,568 | | | | | | | |
| Net income attributable to noncontrolling interests | 47,361 | | | (13,120) | | | 34,241 | | | | | | | |
| Net loss attributable to common stockholders of Live Nation | (3,169) | | | 1,496 | | | (1,673) | | | | | | | |
| Basic net loss per common share available to common stockholders of Live Nation | (0.25) | | | — | | | (0.25) | | | | | | | |
| Diluted net loss per common share available to common stockholders of Live Nation | (0.25) | | | — | | | (0.25) | | | | | | | |
| AOI | 319,710 | | | (11,624) | | | 308,086 | | | | | | | |
| | | | | | | | | | | |
The following table sets forth the reconciliation of consolidated operating income to consolidated AOI for the years ended December 31, 2024, 2023 and 2022:
| | | | | | | | | | | | | | | | | |
| 2024 | | 2023 | | 2022 |
| | | As Revised | | As Revised |
| (in thousands) |
Operating income (1) | $ | 824,510 | | | $ | 1,084,933 | | | $ | 722,031 | |
| Acquisition expenses | 128,513 | | | 93,664 | | | 68,078 | |
| Amortization of non-recoupable ticketing contract advance | 88,717 | | | 83,693 | | | 79,043 | |
| Depreciation and amortization | 549,923 | | | 516,797 | | | 449,976 | |
| Gain on sale of operating assets | (11,015) | | | (13,927) | | | (32,082) | |
| Astroworld estimated loss contingencies | 454,902 | | | — | | | — | |
| Stock-based compensation expense | 110,348 | | | 115,959 | | | 110,049 | |
Consolidated AOI (1) | $ | 2,145,898 | | | $ | 1,881,119 | | | $ | 1,397,095 | |
___________________
| | | | | |
| (1) | For the years ended December 31, 2023 and December 31, 2022, the revision increased our operating income and consolidated AOI by $18.7 million for 2023 and decreased our operating income and consolidated AOI by $10.1 million for 2022, respectively. See further discussion in Part II — Financial Information—Item 8.—Financial Statements and Supplementary Data—Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements. |
The following table presents the impact of correcting the errors for each operating segments’ revenue and AOI for each interim period for the year ended December 31, 2024:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Ticketing | | Sponsorship
& Advertising | | | | Other & Eliminations | | Corporate | | Consolidated |
| | (unaudited, in thousands) |
| Three Months Ended December 31, 2024 |
| Revenue | $ | 4,577,293 | | $ | 841,126 | | $ | 281,163 | | | | $ | (17,989) | | $ | — | | | $ | 5,681,593 | |
| AOI | $ | (213,188) | | $ | 311,236 | | $ | 135,851 | | | | $ | (5,807) | | $ | (70,763) | | | $ | 157,329 | |
| | | | | | | | | | | | | |
| Three Months Ended September 30, 2024 |
| Revenue | $ | 6,580,595 | | $ | 693,704 | | $ | 390,345 | | | | $ | (13,557) | | $ | — | | $ | 7,651,087 | |
| AOI | $ | 474,053 | | $ | 235,704 | | $ | 275,329 | | | | $ | (7,073) | | $ | (68,182) | | $ | 909,831 | |
| | | | | | | | | | | | | |
| Three Months Ended June 30, 2024 |
| Revenue | $ | 4,987,039 | | $ | 730,677 | | $ | 312,234 | | | | $ | (6,534) | | $ | — | | $ | 6,023,416 |
| AOI | $ | 270,694 | | $ | 292,533 | | $ | 222,622 | | | | $ | (8,171) | | $ | (61,447) | | $ | 716,231 |
| | | | | | | | | | | | | |
| Three Months Ended March 31, 2024 |
| Revenue | $ | 2,879,375 | | $ | 723,178 | | $ | 211,277 | | | | $ | (14,301) | | $ | — | | $ | 3,799,529 |
| | | | | | | | | | | | | |
| AOI (As Reported) | $ | 3,072 | | $ | 284,115 | | $ | 129,975 | | | | $ | (7,209) | | $ | (42,563) | | $ | 367,390 |
| AOI (Adjustments) | (4,883) | | — | | — | | | | — | | — | | (4,883) |
| AOI (As Revised) | $ | (1,811) | | $ | 284,115 | | $ | 129,975 | | | | $ | (7,209) | | $ | (42,563) | | $ | 362,507 |
The following table presents the impact of correcting the errors for each operating segments’ revenue and AOI for each interim period for the year ended December 31, 2023:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | | Ticketing | | Sponsorship & Advertising | | Other & Eliminations | | Corporate | | Consolidated |
| (unaudited, in thousands) |
| Three Months Ended December 31, 2023 |
| Revenue (As Reported) | $ | 4,874,840 | | | $ | 739,810 | | | $ | 255,418 | | | $ | (31,127) | | | $ | — | | | $ | 5,838,941 | |
| Revenue (Adjustments) | (20,260) | | | — | | | — | | | — | | — | | — | | | (20,260) | |
| Revenue (As Revised) | $ | 4,854,580 | | | $ | 739,810 | | | $ | 255,418 | | | $ | (31,127) | | | $ | — | | | $ | 5,818,681 | |
| | | | | | | | | | | |
| AOI | $ | (184,297) | | | $ | 236,119 | | | $ | 126,202 | | | $ | (6,675) | | | $ | (54,430) | | | $ | 116,919 | |
| | | | | | | | | | | |
| Three Months Ended September 30, 2023 |
| Revenue (As Reported) | $ | 6,974,326 | | | $ | 832,584 | | | $ | 366,822 | | | $ | (21,713) | | | $ | — | | | $ | 8,152,019 | |
| Revenue (Adjustments) | (2,496) | | | 5,040 | | | — | | | — | | | — | | | 2,544 | |
| Revenue (As Revised) | $ | 6,971,830 | | | $ | 837,624 | | | $ | 366,822 | | | $ | (21,713) | | | $ | — | | | $ | 8,154,563 | |
| | | | | | | | | | | |
| AOI (As Reported) | $ | 340,904 | | | $ | 316,448 | | | $ | 250,265 | | | $ | (6,818) | | | $ | (64,736) | | | $ | 836,063 | |
| AOI (Adjustments) | — | | | 35,126 | | | — | | | — | | | — | | | 35,126 | |
| AOI (As Revised) | $ | 340,904 | | | $ | 351,574 | | | $ | 250,265 | | | $ | (6,818) | | | $ | (64,736) | | | $ | 871,189 | |
| | | | | | | | | | | |
| Three Months Ended June 30, 2023 |
| Revenue (As Reported) | $ | 4,633,291 | | | $ | 709,342 | | | $ | 302,859 | | | $ | (14,769) | | | $ | — | | | $ | 5,630,723 | |
| Revenue (Adjustments) | — | | | (2,209) | | | — | | | — | | | — | | | (2,209) | |
| Revenue (As Revised) | $ | 4,633,291 | | | $ | 707,133 | | | $ | 302,859 | | | $ | (14,769) | | | $ | — | | | $ | 5,628,514 | |
| | | | | | | | | | | |
| AOI (As Reported) | $ | 168,058 | | | $ | 292,685 | | | $ | 203,139 | | | $ | (18,142) | | | $ | (56,043) | | | $ | 589,697 | |
| AOI (Adjustments) | — | | | (4,772) | | | — | | | — | | | — | | | (4,772) | |
| AOI (As Revised) | $ | 168,058 | | | $ | 287,913 | | | $ | 203,139 | | | $ | (18,142) | | | $ | (56,043) | | | $ | 584,925 | |
| | | | | | | | | | | |
| Three Months Ended March 31, 2023 |
| Revenue (As Reported) | $ | 2,281,212 | | | $ | 677,741 | | | $ | 170,118 | | | $ | (1,681) | | | $ | — | | | $ | 3,127,390 | |
| Revenue (Adjustments) | — | | | (2,831) | | | — | | | — | | | — | | | (2,831) | |
| Revenue (As Revised) | $ | 2,281,212 | | | $ | 674,910 | | | $ | 170,118 | | | $ | (1,681) | | | $ | — | | | $ | 3,124,559 | |
| | | | | | | | | | | |
| AOI (As Reported) | $ | 832 | | | $ | 271,051 | | | $ | 95,531 | | | $ | (7,939) | | | $ | (39,765) | | | $ | 319,710 | |
| AOI (Adjustments) | (5,100) | | | (6,524) | | | — | | | — | | | — | | | (11,624) | |
| AOI (As Revised) | $ | (4,268) | | | $ | 264,527 | | | $ | 95,531 | | | $ | (7,939) | | | $ | (39,765) | | | $ | 308,086 | |
