Live Nation Entertainment (LYV) 10-K risk factor changes: FY2013 vs FY2012

You should carefully consider each of the following risks and all of the other information set forth in this Annual Report.

The following risks relate principally to our business and operations, our leverage, our common stock, Ticketmaster’s spin-off from IAC and our merger with Ticketmaster.

These risks and uncertainties are not the only ones facing our company.

Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also adversely affect our business.

If any of the risks and uncertainties develop into actual events, this could have a material adverse effect on our business, financial condition or results of operations.

In that case, the trading price of our common stock could decline.

Risks Relating to Our Business and Operations

Our business is highly sensitive to public tastes and is dependent on our ability to secure popular artists and other live music events, and we and our ticketing clients may be unable to anticipate or respond to changes in consumer preferences, which may result in decreased demand for our services.

Our business is highly sensitive to rapidly changing public tastes and is dependent on the availability of popular artists and events.

Our live entertainment business depends in part on our ability to anticipate the tastes of consumers and to offer events that appeal to them.

Since we rely on unrelated parties to create and perform at live music events, any unwillingness to tour or lack of availability of popular artists could limit our ability to generate revenue.

In particular, there are a limited number of artists that can headline a major North American or global tour or who can sell out larger venues, including many of our amphitheaters.

If those artists do not choose to tour, or if we are unable to secure the rights to their future tours, then our business would be adversely affected.

Our ticketing business relies on third parties to create and perform live entertainment, sporting and leisure events and to price tickets to such events.

Accordingly, our ticketing business’ success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events, as well as the availability of popular artists, entertainers and teams.

Our artist management business could be adversely affected if the artists it represents do not tour or perform as frequently as anticipated, or if such tours or performances are not as widely attended by fans as anticipated due to changing tastes, general economic conditions or otherwise.

In addition, our live entertainment business typically books our live music tours two to nine months in advance of the beginning of the tour and often agrees to pay an artist a fixed guaranteed amount prior to our receiving any revenue.

Therefore, if the public is not receptive to the tour, or we or an artist cancel the tour, we may incur a loss for the tour depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue we could have earned at booked venues.

We have cancellation insurance policies in place to cover a portion of our losses if an artist cancels a tour but it may not be sufficient and is subject to deductibles.

Furthermore, consumer preferences change from time to time, and our failure to anticipate, identify or react to these changes could result in reduced demand for our services, which would adversely affect our business, financial condition and results of operations.

Our business depends on relationships between key promoters, executives, agents, managers, artists and clients and any adverse changes in these relationships could adversely affect our business, financial condition and results of operations.

The live music business is uniquely dependent upon personal relationships, as promoters and executives within live music companies such as ours leverage their existing network of relationships with artists, agents and managers in order to secure the rights to the live music tours and events which are critical to our success.

Due to the importance of those industry contacts to our business, the loss of any of our promoters, officers or other key personnel could adversely affect our business.

Similarly, the artist management business is dependent upon the highly personalized relationship between a manager and an artist, and the loss of a manager may also result in a loss in the artist represented by the manager, which could adversely affect our business.

Although we have entered into long-term agreements with many of those individuals described above to protect our interests in those relationships, we can give no assurance that all or any of these key employees or managers will remain with us or will retain their associations with key business contacts, including musical artists.

The success of our ticketing business depends, in significant part, on our ability to maintain and renew relationships with existing clients and to establish new client relationships.

We anticipate that, for the foreseeable future, the substantial majority of our Ticketing segment revenue will be derived from both online and direct sales of tickets.

We also expect that revenue from primary ticketing services, which consist primarily of per ticket convenience charges and per order “order processing” fees, will continue to comprise the substantial majority of our Ticketing segment revenue.

We cannot provide assurances that we will be able to maintain existing client contracts, or enter into or maintain new client contracts, on acceptable terms, if at all, and the failure to do so could have a material adverse effect on our business, financial condition and results of operations.

Another important component of our success is our ability to maintain existing and to build new relationships with third-party distribution channels, advertisers, sponsors and service providers.

Any adverse change in these relationships, including the inability of these parties to fulfill their obligations to our businesses for any reason, could adversely affect our business, financial condition and results of operations.

We face intense competition in the live music, ticketing and artist management industries, and we may not be able to maintain or increase our current revenue, which could adversely affect our business, financial condition and results of operations.

Our businesses are in highly competitive industries, and we may not be able to maintain or increase our current revenue due to such competition.

The live music industry competes with other forms of entertainment for consumers’ discretionary spending and within this industry we compete with other venues to book artists, and, in the markets in which we promote music concerts, we face competition from other promoters and venue operators.

Our competitors compete with us for key employees who have relationships with popular music artists and that have a history of being able to book such artists for concerts and

tours.

These competitors may engage in more extensive development efforts, undertake more far-reaching marketing campaigns, adopt more aggressive pricing policies and make more attractive offers to existing and potential artists.

Our competitors may develop services, advertising options or music venues that are equal or superior to those we provide or that achieve greater market acceptance and brand recognition than we achieve.

It is possible that new competitors may emerge and rapidly acquire significant market share.

Our ticketing business faces significant competition from other national, regional and local primary ticketing service providers to secure new and retain existing clients on a continuous basis.

[removed: _You] [added: You] should read the following discussion of our financial condition and results of operations together with the audited consolidated financial statements and notes to the financial statements included elsewhere in this Annual Report.

Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under 1A.—Risk Factors and other sections in this Annual [removed: Report._][added: Report.]

[removed: Executive Overview][added: Executive Overview]

In [removed: 2012,] [added: 2013,] we [removed: delivered] [added: continued to deliver] growth in [added: revenue,] ticket sales, [removed: revenue] [added: number of fans attending our concerts] and operating results.

Our strategy remains focused on leveraging our leadership position in the live entertainment industry to reach fans through the live concert experience in order to sell more tickets and grow our sponsorship and advertising revenue, [removed: while continuing to optimize our cost structure.]

We believe [added: that] as the leading, global live event and ticketing company [removed: that] we are well-positioned to [removed: better] serve artists, teams, fans and venues.

We will continue to invest in a variety of initiatives aimed at improving the ticket buying process and overall fan and venue [added: client] experience.

Our Artist Nation segment is focused on serving our existing artists as well as developing new relationships with top artists and extending [removed: our] [added: the] various services [removed: provided.][added: we provide.]

Our extensive on-site and online reach, global venue distribution network, artist relationships and ticketing operations are the key to securing long-term sponsorship agreements with major brands and we continue to [removed: look for ways to] expand these assets [removed: and to extend] [added: while extending] further [removed: internationally in] [added: into] new [removed: markets.][added: markets internationally.]

We continue to be optimistic about the long-term potential of our [removed: Company] [added: company] and [removed: we] are focused on the key elements of our business model [removed: – expanding] [added: - expand] our concert [removed: platform to sell more tickets, driving] [added: platform, drive] conversion of ticket sales through social and mobile channels, [removed: growing] [added: grow] our sponsorship and online [removed: revenue and selling] [added: revenue, sell] more tickets for our Ticketmaster [removed: clients] [added: clients, both primary and secondary,] while driving reductions in the ticketing cost [removed: structure.][added: structure and continue to align our artist management group with our other core businesses.]

[removed: Segment Overview][added: Segment Overview]

[removed: _Concerts_][added: Concerts]

Our Concerts segment principally involves the global promotion of live music events in our owned [removed: and/or] [added: or] operated venues and in rented third-party venues, the operation and management of music venues and the production of music festivals across the world.

While our Concerts segment operates year-round, we [removed: generally] experience higher revenue during the second and third quarters due to the seasonal nature of shows at our outdoor amphitheaters and festivals, which primarily occur May through September.

All advertising costs [added: incurred during the year] for shows [added: in future years] are expensed at the end of the [removed: year for any future events.][added: year.]

To judge the health of our Concerts segment, we primarily monitor the number of confirmed events in our network of owned [removed: and/or] [added: or] operated and third-party venues, talent fees, average paid attendance and advance ticket sales.

In addition, at our owned [removed: and/or] [added: or] operated venues, we monitor attendance, ancillary revenue per fan and premium [removed: seat] [added: ticket] sales.

[removed: _Ticketing_][added: Ticketing]

The Ticketing segment is primarily an agency business that sells tickets for events on behalf of [removed: our] [added: its] clients and retains a convenience charge and order processing fee for [removed: our] [added: its] services.

We sell tickets through [removed: a combination of] websites, [removed: telephone services] [added: telephone, mobile apps] and ticket outlets.

Revenue related to ticketing service charges [added: are recognized when the ticket is sold except] for our [added: own] events where we control ticketing [added: and then the revenue] is deferred and recognized as the event occurs.

To judge the health of our Ticketing segment, we primarily review the [added: gross transaction value and the] number of tickets sold through our ticketing operations, average convenience charges and order processing fees, the number of [removed: client tickets] [added: clients] renewed or added and the average royalty rate paid to clients who use our ticketing services.

In addition, we review the number of visits to our websites, the overall number of customers in our [removed: database] [added: database, the number of tickets sold via mobile apps] and [added: through our secondary offerings along with] the revenue related to the sale of other products on our websites.

[removed: _Artist Nation_][added: Artist Nation]

Our Artist Nation segment also sells merchandise associated with music artists at live performances, to retailers and directly to consumers via the [removed: internet and provides other services to artists.][added: internet.]

Revenue earned from our Artist Nation segment is impacted to a large degree by the touring schedules of the artists we [removed: represent.][added: represent and generally, we experience higher revenue during the second and third quarters as the period from May through September tends to be a popular time for touring events.]

To judge the health of our Artist Nation segment, we primarily review the [removed: average] annual [removed: earnings of] [added: commissions earned for] each artist represented and the percentage of top artists on tour or with planned album releases as these activities tend to drive higher revenue.

For business that is conducted in foreign markets, we [added: also] compare the operating results from our foreign operations to prior periods on a constant currency basis.

[removed: _Sponsorship] [added: Sponsorship] & [removed: Advertising_][added: Advertising]

Our Sponsorship & Advertising segment employs a sales force that creates and maintains relationships with [removed: sponsors] [added: sponsors,] through a combination of strategic, international, national and local opportunities that allow businesses to reach customers through our concert, venue, artist relationship and ticketing assets, including advertising on our websites.

To judge the health of our Sponsorship & Advertising segment, we primarily review the average revenue per sponsor, the total revenue generated through sponsorship arrangements, [added: the] percentage of expected revenue under contract and the online revenue received from sponsors advertising on our websites.

[removed: Consolidated] [added: Consolidated] Results of [removed: Operations][added: Operations]

| | [removed: | Year] [added: Year] Ended December [removed: 31, | | | | | | | |] [added: 31,] | | | | [removed: % Change] | | | | [removed: % Change] | | |

| [removed: | | 2012 | | | | 2011 | | | | 2010 | |] [added: 2013] | | [removed: 2012 vs 2011] [added: 2012] | | [added: 2011] | | [removed: 2011 vs 2010] [added: 2010] | | [added: 2009] |

| | [removed: | | | | | _(in thousands)_] [added: (in thousands)] | | | | | | | | | | | | | | |

| Revenue | [removed: |] $ | [removed: 5,819,047] [added: 6,478,547] | | | $ | [removed: 5,383,998] [added: 5,819,047] | | | $ | [removed: 5,063,748 | | | | 8] [added: 5,383,998] | [removed: %] | | [added: 11%] | [removed: 6] | [removed: %] [added: 8%] |

| Operating expenses: | | | | | | | | | | | | | | | | [removed: | | | | |]

| Direct operating expenses | [removed: | | 4,151,277 | | |] [added: 4,680,507] | [removed: 3,789,488] | | | [added: 4,151,277] | [removed: 3,658,310] | | | [added: 3,789,488] | [removed: 10] | [removed: %] | | [added: 13%] | [removed: 4] | [removed: %] [added: 10%] |

| Selling, general and administrative expenses | [removed: | | 1,143,632 | | |] [added: 1,226,892] | [removed: 1,111,969] | | | [added: 1,143,632] | [removed: 1,014,491] | | | [added: 1,111,969] | [removed: 3] | [removed: %] | | [added: 7%] | [removed: 10] | [removed: %] [added: 3%] |

| Depreciation and amortization | [removed: | | 429,557 | | |] [added: 368,923] | [removed: 343,018] | | | [added: 429,557] | [removed: 321,666] | | | [added: 343,018] | [removed: 25] | [removed: %] | | [added: (14)%] | [removed: 7] | [removed: %] [added: 25%] |

Our revenue increased 11% compared to 2012 driven by an increase in our Concerts segment’s event activity as well as higher sales in our Sponsorship & Advertising segment.

The Ticketing segment revenue was also up for the year, despite the revenue received in 2012 related to the London Olympics, driven by strong primary ticket sales in North America for concerts and sporting events as well as higher revenue from our resale business.

Ticket sales for the year grew as a result of our strategy to drive attendance in our concert venues, expand our concert portfolio, and grow our core ticketing business, which resulted in an improvement to our operating results over 2012.

We are currently in the process of re-platforming our Ticketmaster ticketing system in order to provide state-of-the-art technology services which will result in an improved experience for our fans and better tools and information resources for our venue clients.

Once it is complete and rolled out to our clients, this re-platforming will also allow us to improve the efficiency of our ticketing systems and processes and therefore lead to cost reductions in ticketing.

while continuing to optimize our cost structure.

Our Concerts segment delivered a 17% increase in revenue compared to last year through increased amphitheater and arena attendance as well as acquisitions.

The number of fans was up 19% globally, driven by the higher amphitheater activity, more events in newer markets like Australia, as well as the growth in our festival and arena businesses in both North America and Europe.

Our overall Concerts operating results increased for the year due to improved profitability from this higher activity across the portfolio.

In addition, our Concerts operating results were impacted positively by a $24.8 million gain recognized on the disposal of operating assets related to a theater in New York and a $14.1 million insurance recovery for storm damage to one of our venues from Hurricane Sandy.

We will continue to look for expansion opportunities, both domestically and internationally, as well as ways to market our events more effectively in order to continue to expand our fan base and geographic reach and to sell more tickets.

Our Ticketing segment revenue for the year increased 2% compared to last year due to higher ticket sales for concert and sporting events in the United States as well as an increase in our resale business.

Overall, the number of tickets sold during the year increased 1% due largely to higher ticket sales domestically.

Tickets sold through our mobile applications nearly doubled as compared to last year as we implemented new features in 2013 that are expected to drive further expansion of mobile ticket transactions.

Globally for the year, 14% of our total tickets were sold via mobile devices.

Ticketing operating results for the year were driven by strong domestic ticket sales, including those for our owned or operated venues, as well as increased activity in our resale business.

Despite the increased revenue and ticket sales, our overall operating income was down due to higher costs from investments in our technology platforms and increased amortization of non-recoupable ticketing advances in 2013.

Our Artist Nation segment revenue decreased 12% for the year as compared to last year primarily due to the decision in July of this year by the Concerts segment to expand their premium ticket packages and no longer outsource VIP ticket sales to Artist Nation.

Lower amortization in 2013, primarily due to a $62.7 million impairment of intangibles recognized in 2012, partially offset by higher compensation expenses led to a year-over-year improvement in operating results for the segment.

Our Sponsorship & Advertising segment revenue increased 15% over the prior year driven by higher sponsorship revenue generated from festivals and custom events as well as higher online advertising revenue.

Overall operating income improved 10% for the year driven by the higher sales.

An increase in custom events in North America, which have higher direct costs, as well as higher fixed costs for Sponsorship & Advertising led to the slight reduction in operating margins.

Overall, our net loss for the year was impacted by a loss on extinguishment of debt of $36.3 million due to the redemption of our 8.125% senior notes through the issuance of additional notes under our existing 7% senior notes and the refinancing of and amendment to our senior secured credit facility.

Partially offsetting the loss on extinguishment of debt was a reduction of interest expense for the year resulting from the redemptions of our 10.75% senior notes in 2012 and our 8.125% senior notes in 2013 through the issuance of 7% senior notes in both years.

We also develop, book and produce custom events or programs for our client’s specific brands which are typically experienced exclusively by the client’s consumers.

These custom events can involve live music events with talent and media, using both online and traditional outlets.

We typically experience higher revenue in the second and third quarters as a large portion of sponsorships are typically associated with our outdoor venues and festivals which are primarily used in or occur during May through September.

For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods on a constant currency basis.

| | | | | | | | | | | | | | | | |

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_________

| | |

| | |

| | | | | | | | | | | | |

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| | | | | | | | | | | | |

| North America | 15,582 | | | | 14,942 | | | | 15,526 | | |

| International | 7,270 | | | | 6,996 | | | | 6,718 | | |

| Total estimated events | 22,852 | | | | 21,938 | | | | 22,244 | | |

| --- | --- |

Our Concerts segment sold more tickets, even with slightly fewer events in 2012, which delivered higher revenue as compared to last year.

Overall, we delivered higher attendance per show at our owned and/or operated amphitheaters and improved the ancillary net revenue per attendee at these venues.

We continued to focus on festivals, including improvement of key European festival event profitability, expanding our portfolio of electronic dance music events, with the acquisition of the Creamfields brand, as well as investing in new festivals.

We also were successful in expanding geographically, increasing the reach of our promotion activity in Australia with the acquisition of Coppel and adding offices in additional countries in Asia, either on our own or with strategic partners.

Our Ticketing segment sold more tickets this year as compared to last year driven primarily by increases in concerts and sports tickets.

Overall, our revenue and operating results improved due to these higher ticket volumes along with higher resale market activity.

During the year, we successfully completed the 2012 London Olympics as its official ticket seller.

Investment in our ticketing platform is in the second year of the planned three-year development and we rolled out several enhancements to our clients during the year.

We expect that our performance in this business will improve as we empower the next generation of the industry’s top managers to more effectively tap into the assets of our Ticketing, Concerts, and Sponsorship & Advertising platforms.

Our Sponsorship & Advertising segment again delivered growth in revenue and operating results driven by increased advertising revenue on our websites and the renewal and growth of sponsorships from brand relationships.

Prior to 2012 we reported an eCommerce segment, which is now included in our Ticketing and Sponsorship & Advertising segments.

Specifically, all online advertising and online sponsorships previously reported in the eCommerce segment are now reported in the Sponsorship & Advertising segment while all other activity has been included in the Ticketing segment.

This change was made to be consistent with how the four key components of the business are now being managed.

The segment results for the prior periods have been reclassified to conform to the current year presentation.

##### [Table of Contents](#toc)

Generally, we experience higher revenue during the second and third quarters as the period from May through September tends to be a popular time for touring events.

See further discussion of our segments in Item 1.

Business—Our Business.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss from continuing operations | | | (161,897 | ) | | | (70,403 | ) | | | (203,808 | ) | | | | | | | | |

| Loss from discontinued operations, net of tax | | | \- | | | | \- | | | | (4,228 | ) | | | | | | | | |

| Notes: | Acquisitions and dispositions significantly impact the comparability of the historical consolidated financial data reflected in this schedule of Consolidated Results of Operations. |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| North America | | | 14,962 | | | | 15,531 | | | | 14,119 | |

| International | | | 7,000 | | | | 6,720 | | | | 6,971 | |

| Total estimated events | | | 21,962 | | | | 22,251 | | | | 21,090 | |

| International | | | 16,750,000 | | | | 15,742,000 | | | | 16,659,000 | |

| Total estimated attendance | | | 48,757,000 | | | | 46,802,000 | | | | 47,262,000 | |

| | | | | |

| --- | --- | --- | --- | --- |

| Concerts | | | 66,843 | |

| Sports | | | 23,733 | |

| Arts and theater | | | 19,709 | |

| Family | | | 12,467 | |

| Other | | | 4,651 | |

| | | | 127,403 | |

| (4) | The total number of tickets sold for the years ended December 31, 2012, 2011 and 2010 do not include 108 million, 135 million and 112 million, respectively, of tickets sold through our venue clients’ box offices for which we do not receive a fee. |

Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.][added: Operations—Market Risk.]

| --- | --- |

##### [Table of Contents](#toc)

[removed: Our Company][added: Our Company]

We believe that we are the largest live entertainment company in the world, connecting [removed: more than 250] [added: nearly 400] million fans across all of our platforms to over [removed: 180,000] [added: 240,000] events in approximately [removed: 47] [added: 33] countries in [removed: 2012.][added: 2013.]

We believe we are the largest producer of live music concerts in the world, based on total [removed: attendance at] [added: fans that attend] Live Nation events as compared to events of other promoters, connecting nearly [removed: 49] [added: 60] million fans to [removed: 22,000] [added: almost 23,000] events for over [removed: 2,300] [added: 3,000] artists in [removed: 2012.][added: 2013.]

Globally, Live Nation owns, operates, has [added: exclusive] booking rights for [removed: and/or] [added: or] has an equity interest in [removed: 139] [added: 148] venues, including [removed: _House] [added: House] of Blues [removed: ®_] [added: ®] music venues and prestigious locations such as [removed: _The Fillmore_] [added: The Fillmore] in San Francisco, the Hollywood Palladium, the Ziggo Dome in Amsterdam and [removed: the] [added: The] O2 Dublin.

We believe we are the world’s leading live entertainment ticketing sales and marketing company, based on the number of tickets we [removed: sold.][added: sell.]

Ticketmaster provides ticket sales, ticket resale [removed: services,] [added: services] and marketing and distribution globally through [removed: _www.ticketmaster.com_] [added: www.ticketmaster.com] and [removed: _www.livenation.com_,] [added: www.livenation.com,] numerous retail outlets and worldwide call centers.

[removed: Established in 1976,] Ticketmaster serves clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.

[removed: Front Line and its affiliates] [added: Our artist management companies] manage musical artists and acts primarily in the rock, classic rock, pop and country music genres.

As of December 31, [removed: 2012, Front Line and its affiliates] [added: 2013, we] had [removed: approximately 230 artists on its rosters and] over [removed: 70] [added: 60] managers providing services to [removed: these] [added: approximately 240] artists.

We believe our global network is the world’s largest music marketing network for corporate brands and includes one of the world’s [removed: top five] [added: leading] ecommerce websites, based on [added: a] comparison of gross sales of [removed: leading] [added: top] internet retailers.

In [removed: 2012,] [added: 2013,] we [removed: have] [added: had] over [removed: 119] [added: 129] million customers in our database based on visitors to [removed: _www.livenation.com_] [added: www.livenation.com] and [removed: _www.ticketmaster.com_] [added: www.ticketmaster.com] and our other online properties.

Our principal website is [removed: _www.livenation.com_.][added: www.livenation.com.]

Live Nation is listed on the New York Stock [removed: Exchange,] [added: Exchange] trading under the symbol “LYV.”

[removed: Our Strategy][added: Our Strategy]

[removed: We pay artists, venues and teams to secure] content and tickets; we invest in [removed: the] technology to advance our ticketing, [removed: ecommerce] [added: advertising] and mobile platforms; and we are paid by sponsors and advertisers that [removed: aspire] [added: want] to connect their brands with our passionate fan base.

Our core businesses surrounding the promotion of live events include [removed: ticketing] [added: ticketing, sponsorship] and [removed: ecommerce, sponsorship,] [added: advertising,] and artist management.

We believe our focus on growing these businesses will increase shareholder value as we continue to build all our revenue streams and achieve [removed: scale] economies [added: of scale] with our global platforms.

| [removed: |] • | [removed: | _Expand] [added: Expand] our [removed: Platform to Sell more Tickets_.] [added: Concert Platform.] We will [removed: build] [added: grow] our fan base and [removed: sell more tickets] [added: increase our ticket sales] by continuing to build our portfolio of global festivals, expanding our electronic dance [removed: music (EDM)] [added: music, or EDM,] festival and show base, selectively growing into additional top global music markets and further building our market share in established markets. |

| [removed: |] • | [removed: | _Drive] [added: Drive] Conversion of Ticket Sales through Social and Mobile [removed: Channels_.] [added: Channels.] We are focused on selling tickets through a wide set of sales channels, including social media and mobile, and leveraging our extensive database we have built through [removed: _www.livenation.com_] [added: www.livenation.com] and [removed: _www.ticketmaster.com_] [added: www.ticketmaster.com] to better reach consumers. We are [removed: shifting] [added: continuing to shift] marketing spend from traditional media outlets to social media and digital platforms to more effectively reach our fans and drive more ticket sales. We will continue to develop new tools for mobile devices in additional markets to make it easier for our fans to get information on live events and conveniently buy and sell tickets. |

| [removed: |] • | [removed: | _Grow] [added: Grow] Sponsorship and [removed: Advertising_.] [added: Advertising.] Our goal is to continue to drive growth in this area and capture a larger share of the music sponsorship market. We will focus on expanding and developing new relationships with corporate sponsors to provide them with targeted strategic programs through our unique relationship with fans and artists, our distribution network of venues and our extensive ticketing operations and online presence. In addition, we have established one of the few ecommerce sites that has a substantial and growing online advertising platform. We will continue to look for new innovative products and offerings that give our sponsors and advertisers a unique ability to reach consumers through the power of live music. |

| [removed: |] • | [removed: | _Sell] [added: Sell] more Tickets and Drive Reductions in the Cost to Sell a [removed: Ticket._] [added: Ticket.] We will continue to invest in our ticketing platforms and related venue and fan products to strengthen the functionality of our system and drive additional ticket sales while also creating a more efficient system. We will also continue to deliver differentiated value to content owners and venues [added: by] leveraging ticket buyer data to effectively price and market shows, increasing attendance and optimizing revenues. |

| [removed: |] • | [removed: | _Build] [added: Build] Secondary Ticket [removed: Volume._] [added: Volume.] We will grow the volume of secondary tickets sold in partnership with content owners [removed: to provide] [added: providing] a trusted environment for fan ticket exchanges. We will [removed: deliver] [added: expand and improve the availability of tickets on] an integrated inventory [removed: product that will allow] [added: basis allowing] our fans to have a dependable, secure location to come to for all available tickets for an [removed: event which they can access both online and via their mobile devices.] [added: event.] |

[removed: Our Assets][added: Our Assets]

| [removed: |] • | [removed: | _Fans_.] [added: Fans.] During [removed: 2012,] [added: 2013,] our events were attended by nearly [removed: 49] [added: 60] million live music fans. Our database of our fans and their interests provides us with the means to efficiently market our shows to [removed: these fans] [added: them] as well as offer [removed: them] other music-related products and services. This fan database is an invaluable asset that we are able to use to provide unique services to our artists and corporate clients. |

| [removed: |] • | [removed: | _Artists_.] [added: Artists.] We have extensive relationships with artists ranging from those acts that are just beginning their careers to established superstars. In [removed: 2012,] [added: 2013,] we promoted shows or tours for over [removed: 2,300] [added: 3,000] artists globally. In addition, through our artist management companies, we manage approximately [removed: 230] [added: 240] artists. We believe our artist relationships are a competitive advantage and will help us pursue our strategy to develop additional ancillary revenue streams around the ticket purchase, live event and the artists themselves. |

| [removed: |] • | [removed: | _Online] [added: Online] Services and [removed: Ticketing_.] [added: Ticketing.] We own and operate various branded websites, both in the United States and abroad, which are customized to reflect services offered in each jurisdiction. Our primary online websites, [removed: _www.livenation.com_] [added: www.livenation.com] and [removed: _www.ticketmaster.com_,] [added: www.ticketmaster.com,] together with our other branded ticketing websites, are designed to promote ticket sales for live events and to disseminate event and related merchandise information online. Fans can access [removed: _www.livenation.com_] [added: www.livenation.com] and [removed: _www.ticketmaster.com_] [added: www.ticketmaster.com] directly, from affiliated websites and through numerous direct links from banners and event [removed: profiles hosted by approved third-party websites. We have also launched mobile apps under both Live Nation and Ticketmaster that our fans can use to access event information and, in some cases, buy tickets to events.] |

| [removed: |] • | [removed: | _Distribution Network_.] [added: Distribution Network.] We believe that our global distribution network of promoters, venues and festivals provides us with a strong position in the live concert industry. We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in [removed: 72] [added: 65] cities in North America and [removed: 24] [added: 26] countries worldwide. In addition, we own, operate, have [added: exclusive] booking rights [removed: and/or] [added: or] have an equity interest in [removed: 139] [added: 148] venues located across six countries as of the end of [removed: 2012,] [added: 2013,] making us, we believe, the second largest operator of music venues in the world. We also believe that we produce one of the largest networks of music festivals in the world with more than [removed: 50] [added: 60] festivals globally. In addition, we believe that our global ticketing distribution network with one of the largest ecommerce sites on the internet, approximately [removed: 9,200] [added: 6,800] sales outlets and [removed: 16] [added: 15] call centers serving more than [removed: 13,000] [added: 12,500] clients [removed: worldwide] [added: worldwide,] makes us the largest ticketing network in the industry. |

| [removed: |] • | [removed: | _Sponsors_.] [added: Sponsors.] We employ a sales force of approximately 200 people that worked with approximately [removed: 800] [added: 750] sponsors during [removed: 2012,] [added: 2013,] through a combination of local venue-related deals and national deals, both in North America and internationally. Our sponsors include some of the most well-recognized national and global brands including O2, [removed: State Farm,] Red [removed: Bull] [added: Bull, Motorola, Ford] and Coca-Cola (each of these brands is a registered trademark of the sponsor). |

| [removed: |] • | [removed: | _Employees_.] [added: Employees.] At December 31, [removed: 2012,] [added: 2013,] we employed approximately [removed: 7,100] [added: 7,400] full-time employees who are dedicated to providing first-class service to our artists, fans, ticketing clients and corporate sponsors. Many of our employees have decades of experience in promoting and producing live concerts, ticketing operations, sales and marketing, artist management and live event venue management. |

[removed: Our History][added: Our History]

[removed: Our Industry][added: Our Industry]

For music tours, [removed: one] [added: two] to [removed: four] [added: nine] months typically elapse between [added: initially] booking artists and the first performances.

Promoters market events, sell tickets, rent or otherwise provide venues and arrange for local production services, such as stages and [removed: sets.][added: equipment.]

Ticketing services include the sale of tickets primarily through online channels but also through phone, [added: mobile devices,] outlet and box office channels.

Venues will often also sell tickets through a local box office at the venue using the ticketing company’s [removed: technology; on these box office tickets, the ticketing company will generally not earn a fee.][added: technology.]

The ticketing company receives the cash for the ticket sales and related service charges at the time the ticket is [removed: sold and periodically remits these receipts to the venue and/or promoter after deducting their fee.]

Ticketing [removed: “resale”] [added: resale] services refers to the sale of tickets by a holder who originally purchased the tickets from a venue, promoter or other entity, or a ticketing services provider selling on behalf of a venue, promoter or other entity.

Artist [removed: management] [added: managers] primarily [removed: provides] [added: provide] services to music recording artists to manage their careers.

[added: Our] Artist [removed: services] [added: Nation segment also] sells merchandise associated with musical artists at live performances, to retailers and directly to consumers via the [removed: internet and also sells premium ticket packages and services.][added: internet.]

The sponsorship and advertising industry within the live entertainment business involves the sale of international, national, regional and local advertising campaigns and promotional programs to a variety of companies [removed: desiring] to advertise or promote their brand or product.

We pay artists, venues and teams to secure

| | |

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| --- | --- |

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| --- | --- |

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| --- | --- |

| • | Align Artist Management with Other Core Businesses. We believe that effective artist management provides a supply pipeline into our concert platform, supporting its growth. By increasing the services we deliver to our artist managers and their clients, including data, fan clubs and touring, we believe we can continue to build our market share in both artist management and concert promotion. |

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| --- | --- |

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| --- | --- |

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| --- | --- |

profiles hosted by approved third-party websites.

We have also launched both Live Nation and Ticketmaster mobile apps that our fans can use to access event information and buy tickets.

| | |

| --- | --- |

| | |

| --- | --- |

| | |

| --- | --- |

The ticketing company will generally not earn a fee on these box office tickets.

sold and periodically remits these receipts to the venue and/or promoter after deducting their fee.

Resale tickets are also referred to as secondary tickets.

Concerts.

We promoted 22,900 live music events in 2013, including artists such as P!nk, Jay-Z, Jason Aldean, Maroon 5, Beyonce, Rihanna and One Direction and through festivals such as Rock Werchter, Electric Daisy Carnival, Reading and Download.

Revenue is generally impacted by the number of events, volume of ticket sales and ticket prices.

Ticketing.

which we were paid fees for our services.

In addition, approximately 250 million tickets in total were sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, for which we do not receive a fee.

We sell tickets on behalf of our clients through our ticketing platforms across the world.

In order to provide state-of-the-art ticketing technology services, we are currently in the process of re-platforming portions of our Ticketmaster ticketing system which we believe will result in an improved experience for our fans and better tools and information resources for our venue clients.

We started this re-platforming for our North America business in 2011 and currently expect to start using the new technology at certain of our venue clients in 2015.

In addition to providing improved technology products, we believe that once this re-platforming is complete and rolled out to our clients that it will allow us to also improve the efficiency of our ticketing systems and processes and therefore lead to cost reductions in ticketing.

Artist Nation.

Sponsorship & Advertising.

##### [Table of Contents](#toc)

| --- | --- | --- | --- |

Prior to 2012, we reported an eCommerce segment, which is now included in our Ticketing and Sponsorship & Advertising segments.

Specifically, all online advertising and online sponsorships previously reported in the eCommerce segment are now reported in the Sponsorship & Advertising segment while all other activity has been included in the Ticketing segment.

This change was made to be consistent with how the four key components of the business are now being managed.

Information related to these operating segments and other operations for 2012, 2011 and 2010 is included in Note 13—Segment Data in the Notes to Consolidated Financial Statements in Item 8.

We promoted 22,000 live music events in 2012, including artists such as Madonna, Lady Gaga, Coldplay, Roger Waters, Bruce Springsteen & the E Street Band, Van Halen and the Dave Matthews Band and through festivals such as Rock Werchter, Download, Creamfields and Reading.

_Ticketing_.

_Artist Nation_.

Generally, we experience higher revenue during the second and third quarters as the period from May through September tends to be a popular time for touring events.

2012 Acquisitions

The following list includes some of our larger acquisitions during 2012:

_Coppel_ — In April 2012, our Concerts segment acquired a 51% interest in Michael Coppel Ventures Pty Ltd, a concert promotion business in Australia and New Zealand.

_Cream_ — In May 2012, our Concerts segment acquired a 90% interest in Cream Holdings Limited, an electronic dance music festival promoter based in the United Kingdom.

_HARD_ — In June 2012, our Concerts segment acquired HARD Events LLC, an electronic dance music festival promoter based in Los Angeles, California.

| | • | | _Theatrical Theaters_—Theatrical theaters are generally indoor venues that are built specifically for theatrical events, with substantial aesthetic and acoustic consideration. These venues typically have less than 5,000 seats. Additionally, given their size, they are able to host events aimed at niche audiences. At December 31, 2012, we leased one theatrical theater located in North America and operated one in Ireland. |

| | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Gibson Amphitheatre at Universal CityWalk | | | | Music Theater | | 15-year lease that expires September 9, 2014 | | | 6,200 | |

| Charter One Pavilion at Northerly Island | | | | Amphitheater | | 1-year lease that expired December 31, 2011 (currently operating and negotiating new terms) | | | 8,500 | |

| Morton H. Meyerson Symphony Center | | | | Music Theater | | Booking agreement | | | 2,100 | |

| | | | | | | June 30, 2049 | | | | |

| | | | | | | December 31, 2013 | | | | |

| | | | | | | October 31, 2014 | | | | |

| | | | | | | December 31, 2017 | | | | |

| | | | | | | December 31, 2035 | | | | |

| | | | | | | June 12, 2019 | | | | |

| | | | | | | September 4, 2045 | | | | |

| | | | | | | September 13, 2034 | | | | |

| Rentschler Field | | | | Stadium | | Booking agreement | | | 34,300 | |

| | | | | | | December 31, 2019 | | | | |

| | | | | | | January 31, 2023 | | | | |

| | | | | | | December 31, 2015 | | | | |

| | | | | | | December 31, 2025 | | | | |

| | | | | | | October 15, 2020 | | | | |

| | | | | | | December 31, 2021 | | | | |

| TROY, NY | | | | | | | | | | |

| | | | | | | September 1, 2014 | | | | |

| KENNEWICK, WA | | | | | | | | | | |

| | | | | | | October 31, 2023 | | | | |

Information regarding our legal proceedings can be found in Part II—Financial Information—Item 8.

Financial Statements and Supplementary Data—Note 7—Commitments and Contingent Liabilities.

PART II—FINANCIAL INFORMATION

| --- | --- |

CTS Arbitration

Live Nation Worldwide, Inc., or Live Nation Worldwide, and CTS were parties to an agreement, or the CTS Agreement, pursuant to which CTS was to develop and Live Nation Worldwide licensed or agreed to use ticketing software or ticketing platforms.

Under the agreement, CTS was to develop software to be licensed to Live Nation Worldwide to provide ticketing services in the United States and Canada.

The CTS Agreement also generally required Live Nation Worldwide to use CTS’s ticketing platforms in certain European countries so long as CTS’s existing platforms were appropriately modified to meet local market conditions.

In June 2010, Live Nation Worldwide terminated the CTS Agreement because CTS materially breached the agreement by failing to deliver a North American ticketing system that met the contractual requirements of being a “world class ticketing system .

that fits the needs of the North American market,” and by failing to deliver a ticketing system for the United Kingdom and other European countries that fit the needs of those markets as required by the CTS Agreement.

For North America, had CTS performed on the CTS Agreement, it would have been generally entitled to receive, during the then 10-year term of the CTS Agreement, a per ticket license fee upon the sale of certain tickets that Live Nation Worldwide or any of certain of its subsidiaries, which are collectively referred to as Live Nation Worldwide entities, controlled and had the right to distribute by virtue of certain promotion and venue management relations.

This per ticket fee for events in North America was payable to CTS regardless of whether the Live Nation Worldwide entities chose to use the CTS ticketing platform, Ticketmaster’s ticketing platform or another ticketing platform for the sale of such controlled tickets.

For events in certain European countries, not including the United Kingdom, Live Nation Worldwide generally was required, during a 10-year term, to exclusively book on the CTS ticketing platform all tickets that the Live Nation Worldwide entities had the right to distribute (or, to the extent other ticketing platforms were used, Live Nation Worldwide was generally required to pay to CTS the same fee that would have been payable had the CTS platform been used).

For events in the United Kingdom, Live Nation Worldwide was required, for a 10-year term, to (i) book on the CTS ticketing platform all tickets controlled by Live Nation Worldwide entities that were not allocated by Live Nation Worldwide for sale through other sales channels and (ii) to offer for sale on the CTS UK website a portion of the tickets controlled by the Live Nation Worldwide entities.

Finally, the CTS Agreement obligated Live Nation Worldwide and CTS to negotiate a set of noncompete agreements that, subject to legal restrictions, could have precluded Live Nation Worldwide from offering primary market ticketing services to third parties in certain European countries during the term of the CTS Agreement.

In April 2010, CTS filed a request for arbitration with the International Court of Arbitration of the International Chamber of Commerce, or ICC, pursuant to the CTS Agreement.

In its request for arbitration, CTS asserts, among other things, that (i) the terms of the CTS Agreement, including the North America per ticket license fee, European exclusivity obligations and United Kingdom distribution obligations described above, apply to tickets sold and distributed by Ticketmaster, (ii) Ticketmaster’s sales and distribution of tickets following the completion of the Merger have resulted in various breaches of Live Nation Worldwide’s obligations under the CTS Agreement, (iii) Live Nation has failed to allocate the proper number of tickets to CTS’s system in the United Kingdom and (iv) the Merger and our subsequent actions have breached the implied covenant of good faith and fair dealing.

In its request for arbitration, CTS seeks relief in the form of a declaration that Live Nation and Live Nation Worldwide are in breach of the CTS Agreement and the implied covenant of good faith and fair dealing, specific performance of Live Nation Worldwide’s obligations under the CTS Agreement, and unspecified damages resulting from such breaches.

In March 2011, CTS provided further specifications on its claims and purported damages, including a claim for royalties that would have been paid over the contemplated 10-year term of the CTS Agreement and on Ticketmaster-controlled tickets (as well as tickets controlled by Live Nation Worldwide or any of certain of its subsidiaries).

In May 2010, we responded to CTS’s request for arbitration and filed counterclaims asserting that CTS breached the CTS Agreement by failing to provide ticketing platforms that met the standard required by the CTS Agreement for the North American and European markets.

We are seeking relief primarily in the form of damages and a declaration that we validly terminated the CTS Agreement based on CTS’s material breaches.

We deny that CTS is entitled to collect damages for royalties that would have been paid over the full 10-year term of the CTS Agreement or on Ticketmaster-controlled tickets.

The matter has been assigned to an arbitrator, and hearings were conducted in the summer and fall of 2011.

A decision from the arbitrator is currently expected by spring of 2013.

While we do not believe that a loss is probable of occurring at this time, if the arbitrator rules against us on any or all claims, the amounts at stake could be substantial.

Considerable uncertainty remains regarding the validity of the claims and damages asserted against us.

As a result, we are currently unable to estimate the possible loss or range of loss for this matter.

We intend to continue to vigorously defend the action.

Ticketing Fees Consumer Class Action Litigation

In October 2003, a putative representative action was filed in the Superior Court of California challenging Ticketmaster’s charges to online customers for shipping fees and alleging that its failure to disclose on its website that the charges contain a profit component is unlawful.

The complaint asserted a claim for violation of California’s Unfair Competition Law, or UCL, and sought restitution or disgorgement of the difference between (i) the total shipping fees charged by Ticketmaster in connection with online ticket sales during the applicable period, and (ii) the amount that Ticketmaster actually paid to the shipper for delivery of those tickets.

In August 2005, the plaintiffs filed a first amended complaint, then pleading the case as a putative class action and adding the claim that Ticketmaster’s website disclosures in respect of its ticket order processing fees constitute false advertising in violation of California’s False Advertising Law.

On this new claim, the amended complaint seeks restitution or disgorgement of the entire amount of order processing fees charged by Ticketmaster during the applicable period.

In April 2009, the Court granted the plaintiffs’ motion for leave to file a second amended complaint adding new claims that (a) Ticketmaster’s order processing fees are unconscionable under the UCL, and (b) Ticketmaster’s alleged business practices further violate the California Consumer Legal Remedies Act.

Plaintiffs later filed a third amended complaint, to which Ticketmaster filed a demurrer in July 2009.

The Court overruled Ticketmaster’s demurrer in October 2009.

##### [Table of Contents](#toc)

The plaintiffs filed a class certification motion in August 2009, which Ticketmaster opposed.

In February 2010, the Court granted certification of a class on the first and second causes of action, which allege that Ticketmaster misrepresents/omits the fact of a profit component in Ticketmaster’s shipping and order processing fees.

The class would consist of California consumers who purchased tickets through Ticketmaster’s website from 1999 to present.

The Court denied certification of a class on the third and fourth causes of action, which allege that Ticketmaster’s shipping and order processing fees are unconscionably high.

In March 2010, Ticketmaster filed a Petition for Writ of Mandate with the California Court of Appeal, and plaintiffs also filed a motion for reconsideration of the Superior Court’s class certification order.

In April 2010, the Superior Court denied plaintiffs’ Motion for Reconsideration of the Court’s class certification order, and the Court of Appeal denied Ticketmaster’s Petition for Writ of Mandate.

[removed: 10-K 1 d466140d10k.htm FORM] [added: Form] 10-K

[removed: UNITED STATES][added: UNITED STATES]

[removed: SECURITIES] [added: SECURITIES] AND EXCHANGE [removed: COMMISSION][added: COMMISSION]

[removed: Washington,] [added: Washington,] D.C. [removed: 20549][added: 20549]

[removed: FORM 10-K][added: INDEX TO FORM 10-K]

| x | [removed: ANNUAL] [added: ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2012,][added: 2013,]

| ¨ | [removed: TRANSITION] [added: TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF [removed: 1934] [added: 1934] |

[removed: For] [added: For] the transition period from [removed: to][added: to]

[removed: Commission] [added: Commission] File Number [removed: 001-32601][added: 001-32601]

[removed: LIVE] [added: LIVE] NATION ENTERTAINMENT, [removed: INC.][added: INC.]

[removed: (Exact] [added: (Exact] name of registrant as specified in its [removed: charter)][added: charter)]

| [removed: Delaware] [added: Delaware] | | [removed: 20-3247759] [added: 20-3247759] |

| [removed: (State] [added: (State] of [removed: Incorporation)] [added: Incorporation)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

[removed: 9348] [added: 9348] Civic Center [removed: Drive][added: Drive]

[removed: Beverly] [added: Beverly] Hills, CA [removed: 90210][added: 90210]

[removed: (Address] [added: (Address] of principal executive offices, including zip [removed: code)][added: code)]

[removed: (310) 867-7000][added: (310) 867-7000]

[removed: (Registrant’s] [added: (Registrant’s] telephone number, including area [removed: code)][added: code)]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| [removed: Title] [added: Title] of Each [removed: Class |] [added: Class] | [removed: Name] [added: Name] of Each Exchange on which [removed: Registered] [added: Registered] |

| [removed: Common] [added: Common] Stock, $.01 Par Value per [removed: Share; Preferred] [added: Share; Preferred] Stock Purchase [removed: Rights |] [added: Rights] | [removed: New] [added: New] York Stock [removed: Exchange] [added: Exchange] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: None][added: None]

[removed: x] Yes [removed: ¨] [added: x] No [added: ¨]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and [removed: 2)] [added: (2)] has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T [removed: (§ 232.405] [added: (§232.405] of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

| [removed: Large accelerated] [added: Non-accelerated] filer [removed: x] | [removed: | Accelerated filer] ¨ | [removed: | Non-accelerated filer ¨] (Do not check if a smaller reporting company) | | [removed: |] Smaller reporting company [removed: ¨] | [added: ¨] |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [added: Exchange] Act).

On June 30, [removed: 2012,] [added: 2013,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was approximately [removed: 1,201,000,000 (For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates).][added: $2,213,000,000.]

On February [removed: 20, 2013,] [added: 19, 2014,] there were [removed: 190,742,017] [added: 200,100,820] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 2,694,733] [added: 2,324,013] shares of unvested restricted stock [removed: awards.][added: awards and excluding 408,024 shares held in treasury.]

[removed: DOCUMENTS] [added: DOCUMENTS] INCORPORATED BY [removed: REFERENCE][added: REFERENCE]

Portions of our Definitive Proxy Statement for the [removed: 2013] [added: 2014] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

| | | [removed: | | Page | |] [added: Page] |

| [removed: [PART I](#toc466140_23) | | | |] [added: PART I] | | |

| [removed: ITEM 1. | | [BUSINESS](#toc466140_1) | |] [added: ITEM 1.] | [removed: 2] [added: [BUSINESS](#s614d8b3bb88c41e0a2432ed18ba7bb53)] | [added: [2](#s614d8b3bb88c41e0a2432ed18ba7bb53)] |

| [removed: ITEM 1A. |] [added: ITEM 1A.] | [RISK [removed: FACTORS](#toc466140_2) | | | 20] [added: FACTORS](#s451698AB319C9CB874867240CF3DB03A)] | [added: [20](#s451698AB319C9CB874867240CF3DB03A)] |

| [removed: ITEM 1B. |] [added: ITEM 1B.] | [UNRESOLVED STAFF [removed: COMMENTS](#toc466140_3) | | | 37] [added: COMMENTS](#s0b6950720bd84acbb9c1e9665252a965)] | [added: [37](#s0b6950720bd84acbb9c1e9665252a965)] |

| [removed: ITEM 2. | | [PROPERTIES](#toc466140_4) | |] [added: ITEM 2.] | [removed: 37] [added: [PROPERTIES](#s635f03892cb14d14963b3e11da158ba7)] | [added: [37](#s635f03892cb14d14963b3e11da158ba7)] |

| [removed: ITEM 3. |] [added: ITEM 3.] | [LEGAL [removed: PROCEEDINGS](#toc466140_5) | | | 38] [added: PROCEEDINGS](#sB2C07212730CAEACC8EF7240CF1D7B65)] | [added: [37](#sB2C07212730CAEACC8EF7240CF1D7B65)] |

10-K 1 lyv-20131231x10k.htm 10-K

__________________________________________

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or

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____________________________________

____________________________________

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| --- | --- |

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_____________________

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| --- | --- | --- | --- | --- | --- |

| | | | | | |

| Large accelerated filer | x | | | Accelerated filer | ¨ |

| | | | | | |

(For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates).

LIVE NATION ENTERTAINMENT, INC.

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LIVE NATION ENTERTAINMENT, INC.

| | |

| --- | --- |

| | |

| Trust | The family trust of a former executive, of which the former executive is co-Trustee. |

| Trust Note | A note issued to the Trust as part of a prior acquisition. This note had been issued in exchange for shares of Ticketmaster’s series A convertible redeemable preferred stock held by this trust. |

| VIE | Variable interest entity |

##### [Table of Contents](#toc)

OR

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(Check one):

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INDEX TO FORM 10-K

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| AEG | | Anschutz Entertainment Group |

| AMG | | Academy Music Holdings Limited Group |

| Azoff Trust | | The Azoff Family Trust of 1997, of which Irving Azoff is co-Trustee |

| BigChampagne | | BigChampagne, LLC |

| Cablevision | | Cablevision Systems Corporation |

| Coppel | | Michael Coppel Ventures Pty Ltd |

| Cream | | Cream Holdings Limited |

| CTS | | CTS Eventim AG |

| FCPA | | Foreign Corrupt Practices Act |

| FLMG | | FLMG Holdings Corp., a wholly-owned subsidiary of Live Nation |

| Full Circle | | Full Circle Limited Live |

| HARD | | HARD Events LLC |

| IRS | | United States Internal Revenue Service |

| LN-Haymon | | LN-Haymon Ventures, LLC |

| LN-HS Concerts | | LN-HS Concerts, LLC |

| MSG | | The Madison Square Garden Company |

| Paciolan | | Paciolan, Inc. |

| Serviticket | | Serviticket, S.A. |

| TGLP | | Ticketmaster Group Limited Partnership |

| Ticketnet | | Ticketnet S.A. |

| T-Shirt Printers | | T-Shirt Printers Pty Ltd |

| Vector | | Vector Management LLC and Vector West LLC |

| --- | --- |

As of December 31, [removed: 2012,] [added: 2013,] we own, operate or lease [removed: 93] [added: 85] entertainment venues and 100 other facilities, including office leases, throughout North America and [removed: 22] [added: 28] entertainment venues and [removed: 82] [added: 85] other facilities internationally.

| --- | --- |

##### [Table of Contents](#toc)

There were [removed: 4,608] [added: 4,371] stockholders of record as of February [removed: 20, 2013.][added: 19, 2014.]

The following table presents the high and low sales prices of [removed: the] [added: our] common stock on the New York Stock Exchange during the calendar quarter indicated.

| | | [removed: Common] [added: Common] Stock Market [removed: Price] [added: Price] | | | | | | |

| | | [removed: High] [added: High] | | | | [removed: Low] [added: Low] | | |

| [removed: 2012] [added: 2012] | | | | | | | | |

[removed: Dividend Policy][added: Dividend Policy]

Since the Separation and through December 31, [removed: 2012,] [added: 2013,] we have not declared or paid any dividends.

We presently intend to retain any future earnings to finance the expansion of our [removed: business.][added: business and to make debt repayments as they become due.]

| | | | | | | | | |

| 2013 | | | | | | | | |

| First Quarter | | $ | 12.68 | | | $ | 9.37 | |

| Second Quarter | | $ | 16.31 | | | $ | 11.76 | |

| Third Quarter | | $ | 18.93 | | | $ | 15.53 | |

| Fourth Quarter | | $ | 19.94 | | | $ | 17.16 | |

| --- | --- |

| 2011 | | | | | | | | |

| First Quarter | | $ | 11.96 | | | $ | 9.82 | |

| Second Quarter | | $ | 11.59 | | | $ | 9.70 | |

| Third Quarter | | $ | 12.44 | | | $ | 7.66 | |

| Fourth Quarter | | $ | 9.88 | | | $ | 7.14 | |

##### [Table of Contents](#toc)

| | [removed: | Year] [added: Year] Ended December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| | [removed: | 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | | | [removed: 2008] [added: 2009] | | |

| [removed: _(in] [added: | (in] thousands except per share [removed: data)_ | |] [added: data)] | | | | | | | | | | | | | | | | | | |

| [removed: Results] [added: Results] of Operations Data [removed: (1): |] [added: (1):] | | | | | | | | | | | | | | | | | | | |

| Revenue | [removed: |] $ | [removed: 5,819,047] [added: 6,478,547] | | | $ | [removed: 5,383,998] [added: 5,819,047] | | | $ | [removed: 5,063,748] [added: 5,383,998] | | | $ | [removed: 4,181,021] [added: 5,063,748] | | | $ | [removed: 4,085,306] [added: 4,181,021] | |

| Operating income (loss) | [added: $] | [added: 139,660 | | |] $ | (21,639 | ) | | $ | 18,337 | | | $ | (63,700 | ) | | $ | (52,356 | ) | [removed: | $ | (297,293 | ) |]

| Loss from continuing operations before income taxes | [removed: |] $ | [removed: (132,161] [added: (5,137] | ) | | $ | [removed: (96,627] [added: (132,161] | ) | | $ | [removed: (188,654] [added: (96,627] | ) | | $ | [removed: (114,678] [added: (188,654] | ) | | $ | [removed: (357,735] [added: (114,678] | ) |

| Net loss attributable to common stockholders of Live Nation Entertainment, Inc. | [removed: |] $ | [removed: (163,227] [added: (43,378] | ) | | $ | [removed: (83,016] [added: (163,227] | ) | | $ | [removed: (228,390] [added: (83,016] | ) | | $ | [removed: (60,179] [added: (228,390] | ) | | $ | [removed: (239,412] [added: (60,179] | ) |

| Basic and diluted loss from continuing operations attributable to common stockholders of Live Nation Entertainment, Inc. | [removed: |] $ | [removed: (0.87] [added: (0.22] | ) | | $ | [removed: (0.46] [added: (0.87] | ) | | $ | [removed: (1.36] [added: (0.46] | ) | | $ | [removed: (1.65] [added: (1.36] | ) | | $ | [removed: (4.39] [added: (1.65] | ) |

| Cash dividends per share | [removed: |] $ | [removed: \-] [added: —] | | | $ | [removed: \-] [added: —] | | | $ | [removed: \-] [added: —] | | | $ | [removed: \-] [added: —] | | | $ | [removed: \-] [added: —] | |

| | [removed: | As] [added: As] of December [removed: 31,] [added: 31,] | | | | | | | | | | | | | | | | | | |

| [removed: _(in thousands)_] | [removed: |] [added: (in thousands)] | | | | | | | | | | | | | | | | | | |

| [removed: Balance] [added: Balance] Sheet Data [removed: (1): |] [added: (1):] | | | | | | | | | | | | | | | | | | | |

| Total assets | [removed: |] $ | [removed: 5,290,806] [added: 5,683,521] | | | $ | [removed: 5,077,344] [added: 5,290,806] | | | $ | [removed: 5,195,560] [added: 5,077,344] | | | $ | [removed: 2,341,759] [added: 5,195,560] | | | $ | [removed: 2,476,723] [added: 2,341,759] | |

| Long-term debt, net (including current maturities) | [removed: |] $ | [removed: 1,740,005] [added: 1,808,887] | | | $ | [removed: 1,705,261] [added: 1,740,005] | | | $ | [removed: 1,731,864] [added: 1,705,261] | | | $ | [removed: 740,069] [added: 1,731,864] | | | $ | [removed: 824,120] [added: 740,069] | |

| Redeemable preferred stock | [removed: |] $ | [removed: \-] [added: —] | | | $ | [removed: \-] [added: —] | | | $ | [removed: \-] [added: —] | | | $ | [removed: 40,000] [added: —] | | | $ | 40,000 | |

The Selected Financial Data should be read in conjunction with Item [removed: 7.][added: 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations.]

| | | | | | | | | | | | | | | | | | | | |

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| | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | | | 2009 | | |

_________

| | |

| --- | --- |

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Management’s Discussion and Analysis of Financial Condition and Results of Operations.

##### [Table of Contents](#toc)

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. as of December 31, [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] and the related consolidated statements of operations, comprehensive loss, changes in [removed: stockholders’ equity,] [added: equity] and cash flows for each of the three years in the period ended December 31, [removed: 2012.][added: 2013.]

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Live Nation Entertainment, Inc. at December 31, [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2012,] [added: 2013,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2012,] [added: 2013,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [added: (1992 framework)] and our report dated February [removed: 26, 2013] [added: 24, 2014] expressed an unqualified opinion thereon.

[removed: LIVE] [added: LIVE] NATION ENTERTAINMENT, [removed: INC.][added: INC.]

[removed: CONSOLIDATED] [added: CONSOLIDATED] BALANCE [removed: SHEETS][added: SHEETS]

| | [removed: | December 31,] [added: December 31,] | | | | | | |

| | [added: 2013] | [removed: 2012] | | | [added: 2012] | [removed: 2011] | | | [added: 2011 | | |]

| | [removed: | _(in thousands] [added: (in thousands,] except share [removed: data)_] [added: data)] | | | | | | |

| [removed: ASSETS |] [added: ASSETS] | | | | | | | |

| Current assets | | | | | | | | [removed: |]

| Cash and cash equivalents [removed: | | $] [added: at beginning of period] | 1,001,055 | | | [removed: $] | 844,253 | | [added: | | 892,758 | | |]

| Accounts receivable, less allowance of [removed: $19,794] [added: $19,850] and [removed: $16,986] [added: $19,794] in [removed: 2012] [added: 2013] and [removed: 2011,] [added: 2012,] respectively | [removed: |] [added: 439,151] | [removed: 415,790] | | | [added: 415,790] | [removed: 389,346] | |

| Prepaid expenses | [removed: |] [added: 378,342] | [removed: 359,936] | | | [added: 359,936] | [removed: 316,491] | |

| Other current assets | [removed: |] [added: 43,427] | [removed: 36,031] | | | [added: 36,031] | [removed: 26,700] | |

| [removed: Total] [added: Total] current [removed: assets |] [added: assets] | [added: 2,160,104] | [removed: 1,812,812] | | | [added: 1,812,812] | [removed: 1,576,790] | |

| Property, plant and equipment | | | | | | | | [removed: |]

| Land, buildings and improvements | [removed: |] [added: 816,931] | [removed: 852,175] | | | [added: 852,175] | [removed: 851,812] | |

| Computer equipment and capitalized software | [removed: |] [added: 421,846] | [removed: 338,919] | | | [added: 338,919] | [removed: 261,475] | |

| Furniture and other equipment | [removed: |] [added: 210,866] | [removed: 200,743] | | | [added: 200,743] | [removed: 172,250] | |

| Construction in progress | [removed: |] [added: 52,883] | [removed: 56,822] | | | [added: 56,822] | [removed: 60,652] | |

| Less accumulated depreciation | [removed: |] [added: 795,726] | [removed: 726,873] | | | [added: 726,873] | [removed: 626,053] | |

| Intangible assets | | | | | | | | [removed: |]

| Definite-lived intangible assets, net | [removed: |] [added: 676,564] | [removed: 724,463] | | | [added: 724,463] | [removed: 873,712] | |

| Indefinite-lived intangible assets | [removed: |] [added: 376,736] | [removed: 377,463] | | | [added: 377,463] | [removed: 377,160] | |

| Goodwill | [removed: |] [added: 1,466,983] | [removed: 1,357,827] | | | [added: 1,357,827] | [removed: 1,257,644] | |

| Investments in nonconsolidated affiliates | [removed: |] [added: 39,778] | [removed: 46,160] | | | [added: 46,160] | [removed: 55,796] | |

| [removed: Total assets |] [added: Total assets] | $ | [removed: 5,290,806] [added: 5,683,521] | | | $ | [removed: 5,077,344] [added: 5,290,806] | |

| [removed: LIABILITIES] [added: LIABILITIES] AND [removed: STOCKHOLDERS’ EQUITY |] [added: EQUITY] | | | | | | | |

| Current liabilities | | | | | | | | [removed: |]

| Accounts payable, client accounts | [removed: |] $ | [removed: 557,953] [added: 656,253] | | | $ | [removed: 473,956] [added: 557,953] | |

| Accounts payable | [removed: |] [added: 111,320] | [removed: 102,718] | | | [added: 102,718] | [removed: 87,627] | |

| Accrued expenses | [removed: |] [added: 668,799] | [removed: 626,723] | | | [added: 626,723] | [removed: 579,566] | |

| Deferred revenue | [removed: |] [added: 486,433] | [removed: 402,002] | | | [added: 402,002] | [removed: 273,536] | |

| Current portion of long-term debt | [removed: |] [added: 278,403] | [removed: 62,050] | | | [added: 62,050] | [removed: 52,632] | |

| Other current liabilities | [removed: |] [added: 54,310] | [removed: 16,726] | | | [added: 16,726] | [removed: 25,236] | |

| [removed: Total] [added: Total] current [removed: liabilities |] [added: liabilities] | [added: 2,255,518] | [removed: 1,768,172] | | | [added: 1,768,172] | [removed: 1,492,553] | |

| Long-term debt, net | [removed: |] [added: 1,530,484] | [removed: 1,677,955] | | | [added: 1,677,955] | [removed: 1,652,629] | |

| Long-term deferred income taxes | [removed: |] [added: 161,637] | [removed: 199,596] | | | [added: 199,596] | [removed: 186,298] | |

| Other long-term liabilities | [removed: |] [added: 85,035] | [removed: 94,409] | | | [added: 94,409] | [removed: 120,693] | |

| Commitments and contingent liabilities | | | | | | | | [removed: |]

February 24, 2014

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | |

| Cash and cash equivalents | $ | 1,299,184 | | | $ | 1,001,055 | |

| | 1,502,526 | | | | 1,448,659 | | |

| | 706,800 | | | | 721,786 | | |

| Other long-term assets | 296,334 | | | | 296,455 | | |

| Cost of shares held in treasury (408,024 shares in 2013) | (6,865 | | ) | | — | | |

LIVE NATION ENTERTAINMENT, INC.

| | | | | | | | | | | | |

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| | | | | | | | | | | | |

LIVE NATION ENTERTAINMENT, INC.

| | | Year Ended December 31, | | | | | | | | | | |

LIVE NATION ENTERTAINMENT, INC.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common stock issued under stock plans, net of shares withheld for employee taxes | | 193,661 | | | 2 | | | | (6,194 | | ) | | — | | | | 3,323 | | | | — | | | | — | | | | (2,869 | | ) | | — | | |

| Common stock issued under stock plans, net of shares withheld for employee taxes | | 450,002 | | | 4 | | | | (7,934 | | ) | | — | | | | 2,573 | | | | — | | | | — | | | | (5,357 | | ) | | — | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | 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 | | |

| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (20,079 | | ) | | (20,079 | | ) | | — | | |

| Comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common stock issued under stock plans, net of shares withheld for employee taxes | | 894,640 | | | 9 | | | | (6,588 | | ) | | — | | | | — | | | | — | | | | — | | | | (6,579 | | ) | | — | | |

| Exercise of stock options | | 8,718,128 | | | 87 | | | | 85,023 | | | | — | | | | — | | | | — | | | | — | | | | 85,110 | | | | — | | |

| Exercise of warrants | | 500,000 | | | 5 | | | | 6,860 | | | | — | | | | (6,865 | | ) | | — | | | | — | | | | — | | | | — | | |

| Acquisitions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 61,217 | | | | 61,217 | | | | 29,756 | | |

| Acquisitions of noncontrolling interests | | — | | | — | | | | (17,732 | | ) | | — | | | | — | | | | — | | | | (32,168 | | ) | | (49,900 | | ) | | — | | |

| Noncontrolling interests contributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 363 | | | | 363 | | | | — | | |

| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (17,248 | | ) | | (17,248 | | ) | | (136 | | ) |

| Exercise of put option | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (2,000 | | ) |

| Other | | — | | | — | | | | (10 | | ) | | — | | | | — | | | | — | | | | (1,019 | | ) | | (1,029 | | ) | | 65 | | |

| Comprehensive income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | — | | | — | | | | — | | | | (43,378 | | ) | | — | | | | — | | | | 16,676 | | | | (26,702 | | ) | | (9,313 | | ) |

| --- | --- |

February 26, 2013

##### [Table of Contents](#toc)

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 1,448,659 | | | | 1,346,189 | |

| | | | 721,786 | | | | 720,136 | |

| Other long-term assets | | | 250,295 | | | | 216,106 | |

| Cost of shares held in treasury (578,570 shares in 2011) | | | \- | | | | (2,787 | ) |

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Loss from continuing operations | | | (161,897 | ) | | | (70,403 | ) | | | (203,808 | ) |

| Loss from discontinued operations, net of tax | | | \- | | | | \- | | | | (4,228 | ) |

| Loss from continuing operations | | $ | (0.87 | ) | | $ | (0.46 | ) | | $ | (1.36 | ) |

| Loss from discontinued operations | | | \- | | | | \- | | | | (0.03 | ) |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Balances at December 31, 2009 | | $ | \- | | | | | | 86,016,572 | | | $ | 860 | | | $ | 1,090,572 | | | $ | (433,785 | ) | | $ | (9,529 | ) | | $ | 4,199 | | | $ | 73,124 | | | $ | 725,441 | |

| Exercise of stock options | | | \- | | | | | | 1,063,536 | | | | 11 | | | | 5,847 | | | | \- | | | | 2,782 | | | | \- | | | | \- | | | | 8,640 | |

| Acquisitions | | | 98,474 | | | | | | 84,612,350 | | | | 846 | | | | 920,643 | | | | \- | | | | 1 | | | | \- | | | | 60,206 | | | | 981,696 | |

| Acquisitions of noncontrolling interests | | | \- | | | | | | \- | | | | \- | | | | 3,573 | | | | \- | | | | \- | | | | \- | | | | (10,116 | ) | | | (6,543 | ) |

| Cash dividends, net of tax | | | (7,754 | ) | | | | | \- | | | | \- | | | | 709 | | | | \- | | | | \- | | | | \- | | | | (7,201 | ) | | | (6,492 | ) |

| Net income (loss) | | | (885 | ) | | | | | \- | | | | \- | | | | \- | | | | (228,390 | ) | | | \- | | | | \- | | | | 21,239 | | | | (207,151 | ) |

| Currency translation adjustment | | | \- | | | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (32,966 | ) | | | \- | | | | (32,966 | ) |

| Cash dividends, net of tax | | | \- | | | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (20,079 | ) | | | (20,079 | ) |

| Change in funded status of defined benefit pension plan | | | \- | | | | | | \- | | | | \- | | | | \- | | | | \- | | | | \- | | | | (390 | ) | | | \- | | | | (390 | ) |

| Impairment of operational assets | | | \- | | | | \- | | | | 13,373 | |

| Redemption of preferred stock | | | \- | | | | \- | | | | (40,000 | ) |

| Equity issuance costs | | | \- | | | | \- | | | | (357 | ) |

| Payments for purchases of common stock | | | \- | | | | \- | | | | (1,567 | ) |

| Cash and cash equivalents at beginning of period | | | 844,253 | | | | 892,758 | | | | 236,955 | |

| Interest | | $ | 107,975 | | | $ | 107,288 | | | $ | 89,876 | |

See Note 3—Acquisitions for prior year pro forma information regarding the impacts of the Merger.

The Artist Nation segment’s revenue is impacted, to a large degree, by the touring schedules of the artists it represents.

In addition, the consolidated statements of cash flows for all years presented include all cash flow activity for the Company, including line item details of any applicable activity in businesses that were sold and are now reflected as discontinued operations on the statements of operations.

Membership revenue is recognized on a straight-line basis over the term of the membership.

For multiple element contracts, the Company allocates consideration to the multiple elements based on the relative selling price of each separate element which are determined using vendor specific objective evidence, third-party evidence or the Company’s best estimate in order to assign relative fair values.

Expected volatilities established prior to 2011 were based on similar companies’ implied volatilities of traded options and historical volatilities since the Company’s common stock did not have sufficient trading history to reasonably predict its own volatility.

_Reclassifications_

Certain reclassifications have been made to the 2011 consolidated financial statements to conform to the 2012 presentation.

| --- | --- |

[removed: Evaluation] [added: Evaluation] of Disclosure Controls and [removed: Procedures][added: Procedures]

Based on their evaluation as of December 31, [removed: 2012,] [added: 2013,] our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that [added: (1)] the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and [removed: forms.][added: forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.]

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible [removed: error] [added: errors] and fraud.

[removed: Management’s] [added: Management’s] Report on Internal Control over Financial [removed: Reporting][added: Reporting]

Our management conducted an evaluation of the effectiveness of our internal [removed: controls] [added: control] over financial reporting based on the [added: 1992] framework in [removed: _Internal] [added: Internal] Control—Integrated [removed: Framework_] [added: Framework] issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2012.][added: 2013.]

[removed: Changes] [added: Changes] in Internal Control Over Financial [removed: Reporting][added: Reporting]

There has been no change in our internal control over financial reporting during the [removed: fourth quarter of 2012] [added: period covered by this report] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2012,] [added: 2013,] based on criteria established in Internal [removed: Control—Integrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [added: (1992 framework)] (the COSO criteria).

Live Nation [removed: Entertainment,] [added: Entertainment] Inc.’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, [removed: use] [added: use,] or disposition of the company’s assets that could have a material effect on the financial statements.

In our opinion, Live Nation Entertainment, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2012,] [added: 2013,] based on the COSO [removed: criteria.][added: criteria.]

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Live Nation Entertainment, Inc. as of December 31, [removed: 2012] [added: 2013] and [removed: 2011] [added: 2012,] and the related consolidated statements of operations, comprehensive loss, changes in [removed: stockholders’] equity, and cash flows for each of the three years in the period ended December 31, [removed: 2012] [added: 2013] of Live Nation Entertainment, Inc. and our report dated February [removed: 26, 2013] [added: 24, 2014] expressed an unqualified opinion thereon.

February 24, 2014

| --- | --- |

##### [Table of Contents](#toc)

February 26, 2013

[removed: PART III][added: PART III]

Joe Berchtold

On February 21, 2014, the Company entered into an employment agreement with Joe Berchtold effective as of January 1, 2014 (the "Berchtold Agreement") to serve as Live Nation’s Chief Operating Officer.

The term of the Berchtold Agreement ends on December 31, 2017.

After that date, unless earlier terminated, Mr. Berchtold’s employment with the Company will be on an at-will basis.

Under the Berchtold Agreement, Mr. Berchtold receives a base salary of $1,100,000 per year, and will be eligible to receive annual salary increases at the discretion of the compensation committee (the “Compensation Committee”) of the board of directors.

Mr. Berchtold is eligible to receive an annual cash performance bonus with a target equal to 100% of his base salary based on the achievement of performance targets to be established annually by the Compensation Committee.

In connection with the negotiation and anticipated entering into of the Berchtold Agreement, in January 2014 Mr. Berchtold was granted 750,000 Company stock options and 150,000 shares of Company restricted stock, with both awards vesting in four equal annual installments.

If Mr. Berchtold is terminated by the Company without cause or Mr. Berchtold terminates his employment for good reason, subject to Mr. Berchtold’s execution of a general release of claims, he will receive a cash payment equal to his base salary multiplied by the greater of two or the remaining employment term, along with the immediate acceleration of the vesting of all unvested Company equity awards then held by Mr. Berchtold.

The Berchtold Agreement also contains customary non-disclosure, non-solicitation and indemnification provisions.

The description of the Berchtold Agreement set forth above is qualified in its entirety by the Berchtold Agreement attached as Exhibit 10.24 and incorporated herein by reference.

Michael Rowles

On February 21, 2014, the Company entered into an employment agreement with Michael Rowles effective as of January 1, 2014 (the "Rowles Agreement") to serve as Live Nation’s Executive Vice President, General Counsel and Secretary.

The term of the Rowles Agreement ends on December 31, 2017.

After that date, unless earlier terminated, Mr. Rowles’ employment with the Company will be on an at-will basis.

Under the Rowles Agreement, Mr. Rowles receives a base salary of $750,000 per year, and will be eligible to receive annual salary increases at the discretion of the Compensation Committee.

Mr. Rowles is eligible to receive an annual cash performance bonus with a target equal to 100% of his base salary based on the achievement of performance targets to be established annually by the Compensation Committee.

In connection with the negotiation and anticipated entering into of the Rowles Agreement, in January 2014 Mr. Rowles was granted 100,000 Company stock options and 25,000 shares of Company restricted stock, with both awards vesting in four equal annual installments.

If Mr. Rowles is terminated by the Company without cause or Mr. Rowles terminates his employment for good reason, subject to Mr. Rowles’ execution of a general release of claims, he will receive a cash payment equal to his base salary multiplied by the greater of two or the remaining employment term, along with the immediate acceleration of the vesting of all unvested Company equity awards then held by Mr. Rowles.

The Rowles Agreement also contains customary non-disclosure, non-solicitation and indemnification provisions.

The description of the Rowles Agreement set forth above is qualified in its entirety by the Rowles Agreement attached as Exhibit 10.17 and incorporated herein by reference.

Kathy Willard

On February 21, 2014, the Company entered into an employment agreement with Kathy Willard effective as of January 1, 2014 (the "Willard Agreement") to serve as Live Nation’s Executive Vice President and Chief Financial Officer.

The term of the Willard Agreement ends on December 31, 2017.

After that date, unless earlier terminated, Ms. Willard’s employment with the Company will be on an at-will basis.

Under the Willard Agreement, Ms. Willard receives a base salary of $850,000 per year, and will be eligible to receive annual salary increases at the discretion of the Compensation Committee.

Ms. Willard is eligible to receive an annual cash performance bonus with a target equal to 100% of her base salary based on the achievement of performance targets to be established annually by the Compensation Committee.

In connection with the negotiation and anticipated entering into of the Willard Agreement, in January 2014 Ms. Willard was granted 300,000 Company stock options and 25,000 shares of Company restricted stock, with both awards vesting in four equal annual installments.

If Ms. Willard is terminated by the Company without cause or Ms. Willard terminates her employment for good reason, subject to Ms. Willard’s execution of a general release of claims, she will receive a cash payment equal to her base salary multiplied by the greater of two or the remaining employment term, along with the immediate acceleration of the vesting of all unvested Company equity awards then held by Ms. Willard.

The Willard Agreement also contains customary non-disclosure, non-solicitation and indemnification provisions.

The description of the Willard Agreement set forth above is qualified in its entirety by the Willard Agreement attached as Exhibit 10.19 and incorporated herein by reference.

| | |

None.

[removed: Business—Executive] [added: Business-Executive] Officers, the information required by this Item is incorporated by reference to our Definitive Proxy Statement, expected to be filed within 120 days of our fiscal year end.

| | |

| | |

| | |

| | |

[removed: PART IV][added: PART IV]

| --- | --- |

##### [Table of Contents](#toc)

| [Consolidated Balance Sheets as of December 31, [removed: 2012] [added: 2013] and [removed: 2011](#tx466140_50) | | | 67] [added: 2012](#sBFE3055118186EC35A2B7240A8E87062)] | [added: [65](#sBFE3055118186EC35A2B7240A8E87062)] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010](#tx466140_51) | | | 68] [added: 2011](#s99D48A9DE658404FA9947240A9E258EF)] | [added: [66](#s99D48A9DE658404FA9947240A9E258EF)] |

| [Consolidated Statements of Comprehensive Loss for the Years Ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010](#tx466140_52) | | | 69] [added: 2011](#s6B01FB5EC54641A42E1F7240A8B92B44)] | [added: [67](#s6B01FB5EC54641A42E1F7240A8B92B44)] |

| [Consolidated Statements of Changes in [removed: Stockholders’] Equity for the Years Ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010](#tx466140_53) | | | 70] [added: 2011](#sa8be75a780e9409687d4102971d1e545)] | [added: [68](#sa8be75a780e9409687d4102971d1e545)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010](#tx466140_54) | | | 72] [added: 2011](#sBF24255543C0DF2A04AE7240AA017E0F)] | [added: [71](#sBF24255543C0DF2A04AE7240AA017E0F)] |

| [Notes to Consolidated Financial [removed: Statements](#tx466140_55) | | | 73] [added: Statements](#s5E64C9C34B293DDC15707240C8189A53)] | [added: [72](#s5E64C9C34B293DDC15707240C8189A53)] |

The following financial statement schedule for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

[removed: Schedule] [added: Schedule] II Valuation and Qualifying [removed: Accounts][added: Accounts]

[removed: LIVE] [added: LIVE] NATION ENTERTAINMENT, [removed: INC.][added: INC.]

[removed: SCHEDULE II][added: SCHEDULE II]

[removed: VALUATION] [added: VALUATION] AND QUALIFYING [removed: ACCOUNTS][added: ACCOUNTS]

[removed: Allowance] [added: Allowance] for Doubtful [removed: Accounts][added: Accounts]

| [removed: Description] [added: Description] | | [removed: Balance] [added: Balance] at Beginning of [removed: Period] [added: Period] | | | | [removed: Charges] [added: Charges] of Costs, Expenses and [removed: Other] [added: Other] | | | | [removed: Write-off] [added: Write-off] of Accounts [removed: Receivable | |] [added: Receivable] | | [removed: Other] | | [added: Other] | | | | [removed: Balance] [added: Balance] at End of [removed: Period] [added: Period] | | |

| | | [removed: | |] [added: (in thousands)] | | | | | | [removed: _(in thousands)_] | | | | | | | | | | | | |

| Year ended December 31, 2011 | | $ | 10,898 | | | $ | 6,440 | | | $ | (243 | ) | | $ | (109 | ) | [removed: |] (1) | [removed: |] $ | 16,986 | |

| Year ended December 31, 2012 | | $ | 16,986 | | | $ | 6,480 | | | $ | (4,155 | ) | | $ | 483 | | [removed: |] (1) | [removed: |] $ | 19,794 | |

[removed: | |] (1) [removed: |] Foreign currency adjustments. [removed: |]

[removed: Deferred] [added: Deferred] Tax Asset Valuation [removed: Allowance][added: Allowance]

| [removed: Description] [added: Description] | | [removed: Balance] [added: Balance] at Beginning of [removed: Period] [added: Period] | | | | [removed: Charges] [added: Charges] of Costs, Expenses and Other [removed: (1)] | | | | [removed: Deletions] [added: Deletions] | | | | [removed: Other (1)] [added: Other (1)] | | | | [removed: Balance] [added: Balance] at End of [removed: Period] [added: Period] | | |

| | | [added: (in thousands)] | | | | | | | | [removed: _(in thousands)_] | | | | | | | | | | |

| Year ended December 31, 2011 | | $ | 323,670 | | | $ | 7,412 | | | $ | [removed: \-] [added: —] | | | $ | 5,717 | | | $ | 336,799 | |

| Year ended December 31, 2012 | | $ | 336,799 | | | $ | 79,214 | | | $ | [removed: \-] [added: —] | | | $ | 9,391 | | | $ | 425,404 | |

[removed: | |] (1) [removed: |] During [added: 2013,] 2012, [removed: 2011] and [removed: 2010,] [added: 2011,] the valuation allowance was adjusted for acquisitions and divestitures. [removed: |]

| | | [removed: | | Incorporated] [added: Incorporated] by [removed: Reference | | | | | | | | | | | | |] [added: Reference] | | | | | [removed: Filed] |

| [removed: No . | | Exhibit Description | | Form | | | | File No. | | | | Exhibit No. | | |] [added: Exhibit No.] | [removed: Filing Date] [added: Exhibit Description] | [added: Form] | [added: File No.] | [added: Exhibit No.] | [removed: Filed By] [added: Filing Date] | [added: Filed By] | [removed: with] [added: Filed HereWith] |

| 2.1 | [removed: |] Agreement and Plan of Merger, dated February 10, 2009, between Ticketmaster Entertainment, Inc. and Live Nation, Inc. | [removed: | |] 8-K | [removed: | | |] 001-32601 | [removed: | | |] 2.1 | [removed: | | |] 2/13/2009 | [removed: | |] Live Nation Entertainment, Inc. | | [removed: |]

| 3.1 | [removed: |] [added: Certificate of Amendment to the] Amended and Restated Certificate of Incorporation of Live Nation Entertainment, [removed: Inc., as amended. | | | 10-K | |] [added: Inc.] | [added: 8-K] | 001-32601 | [removed: | | |] 3.1 | [removed: | | | 2/25/2010 | |] [added: 6/7/2013] | Live Nation Entertainment, Inc. | | [removed: |]

| 3.2 | [removed: | Fourth] [added: Fifth] Amended and Restated Bylaws of Live Nation Entertainment, Inc. | [removed: | |] 8-K | [removed: | | |] 001-32601 | [removed: | | | 3.1 | | | | 6/13/2012 |] [added: 3.2] | [added: 6/7/2013] | Live Nation Entertainment, Inc. | | [removed: |]

| 4.1 | [removed: |] Rights Agreement, dated December 21, 2005, between CCE Spinco, Inc. and The Bank of New York, as Rights Agent. | [removed: | |] 8-K | [removed: | | |] 001-32601 | [removed: | | |] 4.1 | [removed: | | |] 12/23/2005 | [removed: | |] Live Nation Entertainment, Inc. | | [removed: |]

| 4.2 | [removed: |] First Amendment to Rights Agreement, dated February 25, 2009, between Live Nation, Inc. and The Bank of New York Mellon, as Rights Agent. | [removed: | |] 8-K | [removed: | | |] 001-32601 | [removed: | | |] 4.1 | [removed: | | |] 3/3/2009 | [removed: | |] Live Nation Entertainment, Inc. | | [removed: |]

| 4.3 | [removed: |] Second Amendment to Rights Agreement, effective as of September 23, 2011, entered into by and between Live Nation Entertainment, Inc. and The Bank of New York Mellon, as rights agent. | [removed: | |] 8-K | [removed: | | |] 001-32601 | [removed: | | |] 4.1 | [removed: | | |] 9/28/2011 | [removed: | |] Live Nation Entertainment, Inc. | | [removed: |]

| [removed: 4.4 |] [added: 4.5] | Form of Certificate of Designations of Series A Junior Participating Preferred Stock. | [removed: | |] 8-K | [removed: | | |] 001-32601 | [removed: | | |] 4.2 | [removed: | | |] 12/23/2005 | [removed: | |] Live Nation Entertainment, Inc. | | [removed: |]

| [removed: 4.5 |] [added: 4.6] | Form of Right Certificate. | [removed: | |] 8-K | [removed: | | |] 001-32601 | [removed: | | |] 4.3 | [removed: | | |] 12/23/2005 | [removed: | |] Live Nation Entertainment, Inc. | | [removed: |]

| [removed: 10.1 |] [added: 10.13 §] | [removed: Second] Amended and Restated [removed: Certificate of Incorporation of] Live [removed: Nation Holdco #2,] [added: Nation,] Inc. [removed: | |] [added: Stock Bonus Plan.] | 8-K | [removed: | | |] 001-32601 | [removed: | | | 10.2 | | | | 7/23/2008 |] [added: 10.1] | [added: 1/25/2010] | Live Nation Entertainment, Inc. | | [removed: |]