What changed in this filing

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Item 1. Financial Statements

2024-11-12 compared with 2024-07-30 · 205 added, 77 removed, 482 unchanged (37% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

2024 December 31,

(in thousands)

September 30, 2024 December 31, 2023

ASSETS (in thousands)

Current assets

44 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

As Revised As Revised

(in thousands except share and per share data)

10 unchanged sentences

Interest income ( 36,067 ) ( 78,107 ) ( 123,749 ) ( 174,872 )

Equity in earnings of nonconsolidated affiliates ( 5,376 ) ( 5,558 ) ( 5,460 ) ( 9,665 )

Equity in losses (earnings) of nonconsolidated affiliates 13,987 ( 5,382 ) 8,527 ( 15,047 )

Other expense (income), net ( 12,268 ) 19,251 ( 110,064 ) 24,235

21 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

As Revised As Revised

(in thousands)

1 unchanged sentence

Other comprehensive income, net of tax:

Unrealized gain on cash flow hedge 3,013 11,658 11,382 7,709

Unrealized gain (loss) on cash flow hedge ( 8,062 ) 6,293 3,320 14,002

Realized gain on cash flow hedge ( 4,878 ) ( 4,632 ) ( 14,370 ) ( 12,436 )

9 unchanged sentences

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

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, 2024 230,197,707 $ 2,302 $ 2,308,595 $ ( 2,454,682 ) $ ( 6,865 ) $ 35,818 $ 584,019 $ 469,187 $ 983,550

Revised 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

Non-cash and stock-based compensation — — 23,829 — — — — 23,829 —

4 unchanged sentences

Redeemable noncontrolling interests fair value adjustments — — ( 53,485 ) — — — — ( 53,485 ) 53,549

Contributions received — — — — — — 3,000 3,000 ( 28 )

Cash distributions — — — — — — ( 21,827 ) ( 21,827 ) ( 6,099 )

2 unchanged sentences

Net income — — — 451,805 — — 44,728 496,533 19,150

Unrealized gain on cash flow hedge — — — — — 3,013 — 3,013 —

Unrealized loss on cash flow hedge — — — — — ( 8,062 ) — ( 8,062 ) —

Realized gain on cash flow hedge — — — — — ( 4,878 ) — ( 4,878 ) —

Foreign currency translation adjustments — — — — — ( 38,915 ) — ( 38,915 ) —

Balance at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,156,712 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 550,973 $ 1,007,099

Balances at September 30, 2024 230,993,354 $ 2,310 $ 2,214,938 $ ( 1,747,806 ) $ ( 6,865 ) $ ( 174,611 ) $ 641,777 $ 929,743 $ 1,023,907

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Live Nation Stockholders’ Equity

1 unchanged sentence

(in thousands, except share data) (in thousands)

Balances at December 31, 2023 229,785,241 $ 2,298 $ 2,367,918 $ ( 2,407,949 ) $ ( 6,865 ) $ 27,450 $ 604,305 $ 587,157 $ 893,709

Revised 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 — — 86,969 — — — — 86,969 —

12 unchanged sentences

Foreign currency translation adjustments — — — — — ( 191,011 ) — ( 191,011 ) —

Balance at June 30, 2024 230,711,943 $ 2,307 $ 2,240,759 $ ( 2,156,712 ) $ ( 6,865 ) $ ( 122,756 ) $ 594,240 $ 550,973 $ 1,007,099

Balances at September 30, 2024 230,993,354 $ 2,310 $ 2,214,938 $ ( 1,747,806 ) $ ( 6,865 ) $ ( 174,611 ) $ 641,777 $ 929,743 $ 1,023,907

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

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 Noncontrolling Interests Total Equity Redeemable Noncontrolling Interests

(in thousands, except share data) (in thousands)

Balances at March 31, 2023 228,859,789 $ 2,289 $ 2,535,553 $ ( 2,974,398 ) $ ( 6,865 ) $ ( 17,425 ) $ 539,992 $ 79,146 $ 710,350

Balances at June 30, 2023 229,084,194 $ 2,291 $ 2,438,660 $ ( 2,731,652 ) $ ( 6,865 ) $ 59,253 $ 558,806 $ 320,493 $ 738,329

Non-cash and stock-based compensation 58 — 26,537 — — — — 26,537 —

12 unchanged sentences

Foreign currency translation adjustments — — — — — ( 48,672 ) — ( 48,672 ) —

Balances at June 30, 2023 229,084,194 $ 2,291 $ 2,438,660 $ ( 2,680,716 ) $ ( 6,865 ) $ 59,253 $ 558,806 $ 371,429 $ 753,519

Balances at September 30, 2023 229,257,382 $ 2,293 $ 2,411,302 $ ( 2,210,172 ) $ ( 6,865 ) $ 12,242 $ 643,218 $ 852,018 $ 823,324

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

Live Nation Stockholders’ Equity

(in thousands, except share data) (in thousands)

16 unchanged sentences

Foreign currency translation adjustments — — — — — 100,752 — 100,752 —

Balances at June 30, 2023 229,084,194 $ 2,291 $ 2,438,660 $ ( 2,680,716 ) $ ( 6,865 ) $ 59,253 $ 558,806 $ 371,429 $ 753,519

Balances at September 30, 2023 229,257,382 $ 2,293 $ 2,411,302 $ ( 2,210,172 ) $ ( 6,865 ) $ 12,242 $ 643,218 $ 852,018 $ 823,324

See Notes to Consolidated Financial Statements

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

3 unchanged sentences

Depreciation 221,841 193,654

Amortization 124,155 124,029

Amortization of definite-lived intangibles and indefinite-lived intangibles impairment loss 185,483 188,698

Amortization of non-recoupable ticketing contract advances 62,237 58,518

Deferred income tax expense (benefit) ( 6,078 ) 5,430

Deferred income tax benefit ( 14,059 ) ( 10,419 )

Amortization of debt issuance costs and discounts 13,168 13,707

2 unchanged sentences

Unrealized changes in fair value of contingent consideration ( 22,453 ) 42,092

Gain on mark-to-market of investments in nonconsolidated affiliates ( 100,153 ) ( 26,408 )

Equity in losses of nonconsolidated affiliates, net of distributions 20,586 7,013

Provision for uncollectible accounts receivable ( 1,101 ) 35,707

Gain on mark-to-market of investments in nonconsolidated affiliates ( 100,048 ) ( 46,720 )

Other, net ( 11,618 ) ( 12,249 )

3 unchanged sentences

Increase in accounts payable, accrued expenses and other liabilities 586,960 903,597

Increase in deferred revenue 1,516,217 1,801,097

Decrease in deferred revenue ( 288,566 ) ( 142,593 )

Net cash provided by operating activities 680,052 754,621

21 unchanged sentences

Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 82,947 ) ( 421 )

Net increase in cash, cash equivalents, and restricted cash 170,584 1,524,268

Net increase (decrease) in cash, cash equivalents and restricted cash ( 738,153 ) 335,168

Cash, cash equivalents and restricted cash at beginning of period 6,238,956 5,620,194

29 unchanged sentences

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, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 842 million and $ 940 million of assets and $ 560 million and $ 592 million of liabilities, respectively, related to VIEs included in our balance sheets.

As of September 30, 2024 and December 31, 2023, excluding intercompany balances and allocated goodwill and intangible assets, there were approximately $ 855 million and $ 940 million of assets and $ 580 million and $ 592 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

Included in the June 30, 2024 and December 31, 2023 cash and cash equivalents balance is $ 1.3 billion and $ 1.5 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.

Included in the September 30, 2024 and December 31, 2023 cash and cash equivalents balance is $ 1.6 billion and $ 1.5 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.

We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to our clients on a regular basis.

1 unchanged sentence

Each reporting period, we evaluate the realizability of our deferred tax assets in each tax jurisdiction.

As of June 30, 2024, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions, including the United States, due to cumulative pre-tax losses.

As a result of the valuation allowances, no tax benefits have been recognized for any losses incurred in those tax jurisdictions for the first six months of 2024.

As of September 30, 2024, we continued to maintain a full valuation allowance against our net deferred tax assets in certain jurisdictions, including the United States, due to cumulative pre-tax losses.

As a result of the valuation allowances, no tax benefits have been recognized for any losses incurred in those tax jurisdictions for the first nine months of 2024.

Accounting Pronouncements

2 unchanged sentences

The adoption did not and is not expected to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued Accounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

In November 2023, the FASB issued Accounting Standards Update 2023-07, which expands segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss.

This guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

4 unchanged sentences

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

7 unchanged sentences

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, 2024:

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the nine months ended September 30, 2024:

contracts Client /

21 unchanged sentences

Net change ( 51,664 ) ( 39,522 ) 6,252 ( 8,201 ) ( 5,611 ) ( 98,746 )

Balance as of June 30, 2024:

Balance as of September 30, 2024:

Gross carrying amount

5 unchanged sentences

(2) Other primarily includes netdowns of fully amortized or impaired assets.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of a festival promotion business and an artist management business both located in the United States.

Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of a festival promotion business, an artist management business and a concert promotion company, all located in the United States.

The 2024 acquisitions and additions to definite-lived intangible assets had weighted-average lives as follows:

1 unchanged sentence

Client/vendor relationships 5

Trademarks and naming rights 10

Venue management 3

All categories 7

Amortization of definite-lived intangible assets for the three months ended June 30, 2024 and 2023 was $ 61.7 million and $ 55.2 million, respectively, and for the six months ended June 30, 2024 and 2023 was $ 123.7 million and $ 112.7 million, respectively.

Amortization of definite-lived intangible assets for the three months ended September 30, 2024 and 2023 was $ 61.3 million and $ 63.4 million, respectively, and for the nine months ended September 30, 2024 and 2023 was $ 185.0 million and $ 176.1 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.

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, 2024:

The following table presents the changes in the carrying amount of goodwill in each of our reportable segments for the nine months ended September 30, 2024:

Concerts Ticketing Sponsorship

8 unchanged sentences

Foreign exchange 911 ( 31,056 ) ( 22,768 ) ( 52,913 )

Balance as of June 30, 2024:

Balance as of September 30, 2024:

Goodwill 1,470,423 981,981 652,967 3,105,371

1 unchanged sentence

Net $ 1,035,060 $ 981,981 $ 652,967 $ 2,670,008

Included in the current year acquisitions amounts above are goodwill primarily associated with the acquisitions of a festival promotion business, an artist management business and a concert promotion company, all located in the United States.

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, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $ 548.4 million and $ 447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

At September 30, 2024 and December 31, 2023, we had investments in nonconsolidated affiliates of $ 514.9 million and $ 447.5 million, respectively, included in other long-term assets on our consolidated balance sheets.

NOTE 3—LEASES

1 unchanged sentence

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

7 unchanged sentences

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

Six Months Ended

Nine Months Ended

September 30,

(in thousands)

1 unchanged sentence

Lease assets obtained in exchange for lease obligations, net of terminations $ 200,039 $ 148,960

As of June 30, 2024, we have additional operating leases that have not yet commenced, with total lease payments of $ 137.1 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from July 2024 to June 2030 with lease terms ranging from 2 to 28 years.

As of September 30, 2024, we have additional operating leases that have not yet commenced, with total lease payments of $ 207.0 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from October 2024 to June 2030 with lease terms ranging from 3 to 28 years.

NOTE 4—LONG-TERM DEBT

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

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

15 unchanged sentences

Total long-term debt, net $ 5,672,804 $ 5,459,026

Future maturities of long-term debt at June 30, 2024 are as follows:

Future maturities of debt at September 30, 2024 are as follows:

(in thousands)

5 unchanged sentences

Total $ 6,294,172

All long-term 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 long-term debt.

As of June 30, 2024, other debt includes $ 275.0 million for a note due in 2026 related to an acquisition of a venue management business in the United States during the first quarter of 2023 and $ 123.3 million for a Euro-denominated note due in 2024 related to a venue management business located in Europe.

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.

As of September 30, 2024, 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 $ 129.2 million for a Euro-denominated note due in 2024 related to a venue located in Europe.

Subsequent Event

On October 31, 2024, we drew down $ 585 million from our senior secured revolving credit facility, and on November 1, 2024, we used these funds to repay the $ 575 million principal amount plus accrued interest on our 4.875 % senior notes.

As a result of this drawdown, the 4.875 % senior notes were classified as long-term debt as of September 30, 2024 due to utilizing our revolving credit facility for the payment which has a maturity date in 2029, as amended below.

On November 5, 2024, we amended our senior secured credit facility and entered into Amendment No.

12 (the “Amendment”) to our Credit Agreement, dated as of May 6, 2010 (as amended, restated, supplemented or modified prior to Amendment No.

12, the “Credit Agreement” and as amended by Amendment No.

12, the “Amended Credit Agreement”).

The Amendment added a venue expansion revolving credit facility of $ 400 million, which resulted in a total available borrowing capacity of $ 1.7 billion.

The Amended Credit Agreement contains a financial covenant that requires the Company to maintain a maximum ratio of consolidated net debt to consolidated EBITDA (both as defined in the Amended Credit Agreement) that ranges from 6.75 x to 5.25 x, with the first step down of 0.50 x occurring on March 31, 2026 and additional step downs of 0.50 x occurring annually thereafter.

The new revolving credit facility matures on November 5, 2029, provided, that if (x) any of the term B loans, the Company’s 2027 senior secured notes, or the Company’s 2027 senior unsecured notes 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) the Company’s 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 new revolving credit facility will instead be such date.

NOTE 5— FAIR VALUE MEASUREMENTS

1 unchanged sentence

Estimated Fair Value

June 30, 2024

September 30, 2024

December 31, 2023

10 unchanged sentences

Estimated Fair Value at

June 30, 2024 December 31, 2023

September 30, 2024 December 31, 2023

(in thousands)

8 unchanged sentences

Non-recurring

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.

For the nine months ended September 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 in a nonconsolidated affiliate of $ 38.5 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 $ 62.2 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.

For the nine months ended September 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.

2 unchanged sentences

The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.

For the six months ended June 30, 2023, there were no significant non-recurring fair value measurements.

For the nine months ended September 30, 2023, there were no significant non-recurring fair value measurements.

NOTE 6— COMMITMENTS AND CONTINGENT LIABILITIES

Consumer Class Actions

The putative class action lawsuits filed against Live Nation and Ticketmaster in Canada in 2018 making certain allegations regarding Ticketmaster conduct that allegedly encourages the resale of tickets on secondary ticket exchanges have progressed materially.

We no longer believe these matters pose a risk of material loss to our financial position, cash flows, or results of operations.

Astroworld Litigation

4 unchanged sentences

Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.

During the three and six months ended June 30, 2024, all remaining wrongful death lawsuits were settled, and we began settlement discussions in earnest with certain remaining parties with injury claims.

As a result, we have recognized $ 94 million and $ 280 million for the three and six months ended June 30, 2024, respectively, within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries.

The amounts recorded as of June 30, 2024 represent our best estimate of the ultimate loss associated with all remaining lawsuits and claims.

During the nine months ended September 30, 2024, all remaining wrongful death lawsuits were settled, and we began settlement discussions in earnest with certain remaining parties with injury claims.

As a result, we have recognized $ 280 million for the nine months ended September 30, 2024 within selling, general and administrative expenses for the estimated probable losses in excess of our expected insurance recoveries.

The amounts recorded as of September 30, 2024 represent our best estimate of the ultimate loss associated with all remaining lawsuits and claims.

Our assessment of loss, which resulted from a complex series of judgments about future events and uncertainties, is based on estimates and assumptions that have been deemed reasonable by management, but that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions or recognize additional losses.

5 unchanged sentences

The Company believes it has substantial defenses to 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.

The Company filed a motion to dismiss certain claims in the Amended Complaint in September 2024.

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.

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 subsequently affirmed the District Court’s ruling in October 2024.

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

6 unchanged sentences

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, 2024:

The following table presents changes in the components of AOCI, net of taxes, for the nine months ended September 30, 2024:

Cash Flow Hedge Foreign Currency Items Total

4 unchanged sentences

Amount reclassified from AOCI ( 14,370 ) — ( 14,370 )

Net other comprehensive income (loss) 1,890 ( 152,096 ) ( 150,206 )

Balance at June 30, 2024 $ 31,240 $ ( 153,996 ) $ ( 122,756 )

Net other comprehensive loss ( 11,050 ) ( 191,011 ) ( 202,061 )

Balance at September 30, 2024 $ 18,300 $ ( 192,911 ) $ ( 174,611 )

Earnings Per Share

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

13 unchanged sentences

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 following table presents the results of operations for our reportable segments for the three and six months ended June 30, 2024 and 2023:

The following table presents the results of operations for our reportable segments for the three and nine months ended September 30, 2024 and 2023:

Concerts Ticketing Sponsorship

1 unchanged sentence

(in thousands)

Three Months Ended June 30, 2024

Three Months Ended September 30, 2024

Revenue $ 6,580,595 $ 693,704 $ 390,345 $ ( 13,557 ) $ — $ 7,651,087

2 unchanged sentences

AOI $ 474,053 $ 235,704 $ 275,329 $ ( 7,073 ) $ ( 68,182 ) $ 909,831

Three Months Ended June 30, 2023

Revenue $ 4,633,291 $ 709,342 $ 302,859 $ ( 14,769 ) $ — $ 5,630,723

Three Months Ended September 30, 2023

$ 6,971,830 $ 837,624 $ 366,822 $ ( 21,713 ) $ — $ 8,154,563

% of Consolidated Revenue 85.5 % 10.3 % 4.5 % (0.3) %

Intersegment revenue $ 5,698 $ 9,501 $ — $ ( 15,199 ) $ — $ —

AOI $ 168,058 $ 292,685 $ 203,139 $ ( 18,142 ) $ ( 56,043 ) $ 589,697

Six Months Ended June 30, 2024

$ 340,904 $ 351,574 $ 250,265 $ ( 6,818 ) $ ( 64,736 ) $ 871,189

Nine Months Ended September 30, 2024

Revenue $ 14,447,009 $ 2,147,559 $ 913,856 $ ( 34,392 ) $ — $ 17,474,032

2 unchanged sentences

AOI $ 742,936 $ 812,352 $ 627,926 $ ( 22,453 ) $ ( 172,192 ) $ 1,988,569

Six Months Ended June 30, 2023

Revenue $ 6,914,503 $ 1,387,083 $ 472,977 $ ( 16,450 ) $ — $ 8,758,113

Nine Months Ended September 30, 2023

$ 13,886,333 $ 2,219,667 $ 839,799 $ ( 38,163 ) $ — $ 16,907,636

% of Consolidated Revenue 82.1 % 13.1 % 5.0 % (0.2) %

Intersegment revenue $ 9,896 $ 12,681 $ — $ ( 22,577 ) $ — $ —

AOI $ 168,890 $ 563,736 $ 298,670 $ ( 26,081 ) $ ( 95,808 ) $ 909,407

The following table sets forth the reconciliation of consolidated AOI to operating income for the three and six months ended June 30, 2024 and 2023:

Three Months Ended June 30, Six Months Ended June 30,

$ 504,694 $ 904,014 $ 548,935 $ ( 32,899 ) $ ( 160,544 ) $ 1,764,200

(1) Prior period revenue was restated as further discussed in Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the three and nine months ended September 30, 2023, the restatement decreased our Concerts segment revenue by $ 2.5 million and $ 2.5 million, respectively.

For the three months ended September 30, 2023, the restatement increased our Ticketing segment revenue by $ 5.0 million.

(2) Prior period AOI was restated as further discussed in Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements.

For the nine months ended September 30, 2023, the restatement decreased our Concerts segment AOI by $ 5.1 million.

For the three and nine months ended September 30, 2023, the restatement increased our Ticketing segment AOI by $ 35.1 million and $ 23.8 million, respectively.

The following table sets forth the reconciliation of consolidated AOI to operating income for the three and nine months ended September 30, 2024 and 2023:

Three Months Ended September 30, Nine Months Ended September 30,

2024 2023 2024 2023

(in thousands)

AOI $ 716,231 $ 589,697 $ 1,083,621 $ 909,407

$ 909,831 $ 871,189 $ 1,988,569 $ 1,764,200

Acquisition expenses 94,565 40,968 95,087 79,108

5 unchanged sentences

Operating income (1)

$ 639,525 $ 653,658 $ 1,063,954 $ 1,166,409

(1) For the three and nine months ended September 30, 2023, the restatement increased our AOI and operating income by $ 35.1 million and $ 18.7 million, respectively.

See further discussion in Note 9 – Correction of Errors in Previously Reported Consolidated Financial Statements .

Contract Advances

At June 30, 2024 and December 31, 2023, we had ticketing contract advances of $ 122.0 million and $ 143.9 million, respectively, recorded in prepaid expenses and $ 122.0 million and $ 135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.

At September 30, 2024 and December 31, 2023, we had ticketing contract advances of $ 185.6 million and $ 143.9 million, respectively, recorded in prepaid expenses and $ 125.1 million and $ 135.6 million, respectively, recorded in long-term advances on the consolidated balance sheets.

Sponsorship Agreements

At June 30, 2024, we had contracted sponsorship agreements with terms greater than one year that had approximately $ 1.7 billion of revenue related to future benefits to be provided by us.

At September 30, 2024, 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 11 %, 36 %, 27 % and 26 % of this revenue in the remainder of 2024, 2025, 2026 and thereafter, respectively.

2 unchanged sentences

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, 2024 and 2023:

The table below summarizes the amount of the preceding December 31 current deferred revenue recognized during the three and nine months ended September 30, 2024 and 2023:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

4 unchanged sentences

$ 1,089,634 $ 869,060 $ 3,144,459 $ 2,888,270

NOTE 9— CORRECTION OF ERRORS IN PREVIOUSLY REPORTED CONSOLIDATED FINANCIAL STATEMENTS

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 three and nine months ended September 30, 2023 related to the measurement of income tax expense for certain foreign subsidiaries statutory earnings.

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 consolidated statements of operations, comprehensive income (loss), cash flows and balance sheets are presented in the tables below.

The condensed consolidated statements of stockholders’ equity for the three and nine months ended September 30, 2023 have also been revised to reflect the impacts to net earnings and redeemable noncontrolling interests.

The following table presents the impact of correcting the errors on the affected line items of our consolidated balance sheet as of December 31, 2023:

December 31, 2023

As Reported Adjustments As Revised

(in thousands)

Accounts receivable $ 2,069,054 $ ( 44,405 ) $ 2,024,649

Total current assets 9,577,754 ( 44,405 ) 9,533,349

Total assets 19,074,045 ( 44,405 ) 19,029,640

Accrued expenses 3,006,281 24,531 3,030,812

Total current liabilities 9,959,903 24,531 9,984,434

Redeemable noncontrolling interests 893,709 ( 33,779 ) 859,930

Total Live Nation stockholders' equity ( 17,148 ) ( 35,157 ) ( 52,305 )

Total equity 587,157 ( 35,157 ) 552,000

Total liabilities and equity 19,074,045 ( 44,405 ) 19,029,640

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of operations for the three months ended September 30, 2023:

Three Months Ended September 30, 2023

As Reported Adjustments As Revised

(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

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of comprehensive income (loss) for the three months ended September 30, 2023:

Three Months Ended September 30, 2023

As Reported Adjustments As Revised

(in thousands)

Net income $ 540,681 $ 40,731 $ 581,412

Comprehensive income 493,670 40,731 534,401

Comprehensive income attributable to noncontrolling interests 57,186 2,746 $ 59,932

Comprehensive income attributable to common stockholders of Live Nation 436,484 37,985 474,469

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of operations for the nine months ended September 30, 2023:

Nine Months Ended September 30, 2023

As Reported Adjustments As Revised

(in thousands except per share data)

Revenue $ 16,910,132 $ ( 2,496 ) $ 16,907,636

Direct operating expenses 12,610,832 ( 21,226 ) 12,589,606

Operating income 1,147,679 18,730 1,166,409

Income before income taxes 1,037,572 18,730 1,056,302

Income tax expense 121,362 5,708 127,070

Net income 916,210 13,022 929,232

Net income attributable to noncontrolling interests 142,202 ( 2,797 ) 139,405

Net income attributable to common stockholders of Live Nation 774,008 15,819 789,827

Basic net income per common share available to common stockholders of Live Nation 2.63 0.07 2.70

Diluted net income per common share available to common stockholders of Live Nation 2.59 0.07 2.66

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of comprehensive income (loss) for the nine months ended September 30, 2023:

Nine Months Ended September 30, 2023

As Reported Adjustments As Revised

(in thousands)

Net income $ 916,210 $ 13,022 $ 929,232

Comprehensive income 1,018,528 13,022 1,031,550

Comprehensive income attributable to noncontrolling interests 142,202 ( 2,797 ) 139,405

Comprehensive income attributable to common stockholders of Live Nation 876,326 15,819 892,145

The following table presents the impact of correcting the errors on the affected line items of our consolidated statement of cash flow for the nine months ended September 30, 2023:

Nine Months Ended September 30, 2023

As Reported Adjustments As Revised

(in thousands)

Net income $ 916,210 $ 13,022 $ 929,232

Increase in accounts receivable ( 1,014,739 ) ( 15,714 ) ( 1,030,453 )

Increase in accounts payable, accrued expenses and other liabilities 916,619 ( 13,022 ) 903,597

Decrease in deferred revenue ( 150,487 ) 7,894 ( 142,593 )

Net cash provided by operating activities 762,441 ( 7,820 ) 754,621

Net increase in cash, cash equivalents and restricted cash 342,988 ( 7,820 ) 335,168

Cash, cash equivalents and restricted cash at beginning of period 5,612,374 7,820 5,620,194

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements