Live Nation Entertainment (LYV) 10-K risk factor changes: FY2014 vs FY2013

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

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

These restrictions [removed: primarily relate to our TicketsNow business, and] include: restrictions on linking from our page on the www.ticketmaster.com website that informs consumers that no tickets were found in response to their ticket request to our [removed: TicketsNow] resale [removed: website] [added: ticketing options] without first obtaining approval from the State of New Jersey as to any changes to our current [removed: Ticketmaster/TicketsNow] linking practices; a restriction on using or allowing our affiliates to use domain names that, among other things, contain the unique names of venues, sports teams or performers, or contain names that are substantially similar to or are misspelled versions of same; a requirement to clearly and conspicuously disclose on [removed: the TicketsNow website (or] any [removed: other] resale website owned by us or on any primary ticketing website where a link or redirect to such a resale website is [removed: posted)] [added: posted] that it is a resale website and ticket prices often exceed the ticket’s original price; and a requirement to make certain clear and conspicuous disclosures and in certain instances to create separate listings when a ticket being offered for resale is not “in-hand” as well as a requirement to monitor and enforce the compliance of third parties offering tickets on our websites with such disclosure requirements.

As a result, our ability to effectively compete in the secondary ticket sales [removed: market, through our TicketsNow business or otherwise,] [added: market] may be adversely affected, which could in turn adversely affect our business, financial condition and results of operations.

[removed: There are] [added: The artist management industry is also a highly competitive industry, with] numerous other artist management companies and individual managers in the United States alone.

| • | general economic conditions which could cause our consumers to reduce discretionary spending; [added: and] |

| • | unfavorable changes in labor conditions which may require us to spend more to retain and attract key [removed: employees; and] [added: employees.] |

[removed: Business conditions, as well as] various industry conditions, including corporate marketing and promotional spending and interest levels, can also significantly impact our operating results.

| • | difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by United States law and our internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing of foreign operations, which we might not be able to do [removed: effectively,] [added: effectively] or [removed: if so, on a cost-efficient basis.] [added: cost-efficiently.] |

If the revenue generated by international operations [removed: are] [added: is] insufficient to offset expenses incurred in connection with the maintenance and growth of these operations, our business, financial condition and results of operations could be materially and adversely affected.

In foreign countries in which we [removed: have operations,] [added: operate,] a risk exists that our employees, contractors or agents could, in contravention of our policies, engage in business practices prohibited by applicable United States laws and regulations, such as the United States Foreign Corrupt Practices Act, as well as the laws and regulations of other countries prohibiting corrupt payments to government officials such as the United Kingdom Bribery Act 2010.

[added: Nevertheless, the risk remains that one or more of our employees, contractors or agents,] including those based in or from countries where practices that violate such United States laws and regulations or the laws and regulations of other countries may be customary, will engage in business practices that are prohibited by our policies, circumvent our compliance programs and, by doing so, violate such laws and regulations.

[removed: Any such violations, even if prohibited by our internal policies, could result] in fines, criminal sanctions against us and/or our employees, prohibitions on the conduct of our business and damage to our reputation, which could adversely affect our business, financial condition and results of operations.

For the year ended December 31, [removed: 2013,] [added: 2014,] our international operations accounted for approximately [removed: 39%] [added: 34%] of our revenue.

Although we cannot predict the future relationship between the United States Dollar and the currencies used by our international businesses, principally the British Pound, Euro, Australian Dollar and Canadian Dollar, we experienced foreign exchange rate [removed: net] [added: operating] losses of [removed: $2.5] [added: $6.2 million, $0.4] million and [removed: $1.3] [added: $5.3] million [removed: in 2012] [added: for the years ended 2014, 2013] and [removed: 2011,] [added: 2012,] respectively, which [removed: increased] [added: had a negative impact on] our [removed: net loss.][added: operating income (loss).]

We may enter into future acquisitions and take certain actions in connection with such [removed: transactions] [added: transactions, including actions taken to comply with antitrust, competition and other regulations,] that could affect our [removed: results of operations] [added: business] and [removed: the price] [added: results] of [added: operations; if we are unsuccessful in] our [removed: common stock.][added: future acquisition endeavors, our business could be adversely impacted.]

| • | [removed: use] [added: using] a significant portion of our available cash; |

| • | [removed: issue] [added: issuing] equity securities, which would dilute current stockholders’ percentage ownership; |

| • | [removed: incur] [added: incurring] substantial debt; |

| • | [removed: incur] [added: incurring] or [removed: assume] [added: assuming] contingent liabilities, known or unknown; |

| • | [removed: incur] [added: incurring] amortization expenses related to intangibles; and |

We are also subject to laws and regulations, including those relating to [removed: antitrust,] [added: antitrust at the state, federal and international levels,] that could significantly affect our ability to expand our business through acquisitions.

For example, the FTC and the Antitrust Division of the [removed: DOJ] [added: United States Department of Justice] with respect to our domestic acquisitions, and the European Commission (the antitrust regulator of the European Union) and the United Kingdom Competition Commission with respect to our European acquisitions, have the authority to challenge our acquisitions on antitrust grounds before or after the acquisitions are completed.

[removed: As with any significant capital project, there are numerous] [added: Numerous] factors, many of which are beyond our control, [removed: which could] [added: may] influence the ultimate costs and timing of [removed: the re-platforming project (for a discussion of these factors, see the risk factor related to costs associated with] [added: various] capital [removed: improvements below).][added: improvements.]

The success of our ticketing [removed: and ecommerce] operations depends, in part, on the integrity of our systems and [removed: infrastructures and the protection of the data contained in such systems.][added: infrastructures.]

System interruption, the lack of integration and redundancy in these systems and infrastructures [removed: and breaches or lapses in the security protecting these systems] may have an adverse impact on our business, financial condition and results of operations.

The success of our ticketing [removed: and ecommerce] operations depends, in part, on our ability to maintain the integrity of our systems and infrastructures, including websites, information technology systems, call centers and distribution and fulfillment facilities.

Any interruptions, outages or delays in their [removed: systems and] [added: systems,] infrastructures, [removed: their businesses and/or third parties,] or [added: businesses, or] deterioration in the performance of these systems and infrastructures, could impair our ability to provide services, fulfill orders and/or process transactions.

[removed: In addition, any] [added: Any] penetration of network security or other misappropriation or misuse of personal consumer information and [removed: data] [added: data, including credit card information] could cause interruptions in our operations and subject us to increased costs, litigation and other liabilities.

Network security issues could lead to claims against us for [removed: other] [added: others’] misuse of personal information, such as for [removed: unauthorized purposes] [added: credit card fraud] or identity theft, which could result in litigation and financial liabilities, as well as administrative action from governmental authorities.

Security breaches could also significantly damage our reputation with consumers, ticketing clients and other third [removed: parties.][added: parties and impose significant costs related to remediation efforts, such as credit or identity theft monitoring or repair costs for impacted customers.]

Recently, large retailers and website operators have been the victims of targeted security breaches resulting in the disclosure [added: and/or misappropriation] of large amounts of customer data, including credit card information.

[removed: The] [added: Data loss or other breaches of our network security could materially harm our business and results of operations, and the] processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

[removed: Moreover, there are federal, state and international laws regarding privacy] [added: In addition to the above concerns related to network] and [added: data security,] the [removed: storage,] sharing, use, disclosure and protection of personally identifiable information and [added: other] user [removed: data.][added: data are governed by federal, state and international laws.]

Our failure or the failure of the various third-party vendors and service providers with which we do business to comply with applicable privacy policies or federal, state or similar international laws and regulations or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage our reputation, discourage potential users from trying our products and services and/or result in fines and/or [added: proceedings by governmental agencies and/or consumers, one or all of which could adversely affect our business, financial condition and results of operations.]

At December 31, [removed: 2013,] [added: 2014,] we had property and equipment with a net book value of [removed: $706.8] [added: $695.3] million.

These operational, geographical and situational factors, among others, may result in significant increases in insurance premium costs and difficulties obtaining sufficiently high policy limits with [added: premiums and] deductibles that we believe to be reasonable.

Growth or maintenance of our existing revenue depends in part on consistent investment in our [removed: venues and our technology.][added: venues.]

[removed: Numerous factors, many of which are beyond] our control, [removed: may] [added: which could] influence the ultimate costs and timing of [removed: various capital improvements, including:][added: the re-platforming project.]

In addition, actual costs could vary materially from our estimates if [removed: the factors listed above and] our assumptions about the quality of materials, equipment or workmanship required or the cost of financing such expenditures were to change.

| March 31, 2014 | | $ | (12,308 | ) |

| June 30, 2014 | | $ | 55,686 | |

| September 30, 2014 | | $ | 150,604 | |

| December 31, 2014 | | $ | (186,818 | ) |

Business conditions, as well as

Any such violations, even if prohibited by our internal policies, could result

In connection with future acquisitions, we could take certain actions that could adversely affect our business, including:

| • | incurring large accounting write-offs or impairments. |

In addition, acquisitions involve inherent risks which, if realized, could adversely affect our business and results of operations, including those associated with:

Our failure or inability to complete future acquisitions as a result of such laws and regulations, or the imposition of unfavorable terms as a condition to the completion of an acquisition, could have a material adverse effect on our business and results of operations.

As with any significant capital project, there are numerous factors, many of which are beyond

Due to the internet-based nature of a significant portion of our ticketing and other businesses, we process, store, use and disclose large amounts of data, including personal information, for our customers.

Although we have developed systems and processes that are designed to protect customer information and prevent

data loss and other security breaches, such measures cannot provide absolute security or certainty.

We have expended significant capital and other resources to protect against and remedy any such potential security breaches and their consequences, including the establishment of a dedicated cybersecurity organization within our larger technology environment, and will be required to continue to do so in the future.

As we expand our operations into new jurisdictions worldwide, the costs associated with compliance with these regulations increases.

It is possible that government or industry regulation in these markets will require us to deviate from our standard deployment mechanism(s), which will increase operational cost and risk.

Additionally, governmental actions such as the recent sanctions by the U.S. Department of the Treasury’s Office of Foreign Assets Control and European regulators on certain Russian individuals and entities could restrict or limit our business activities in certain areas or subject us to sanction for noncompliance, even if inadvertent.

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.

The artist management industry is also a highly competitive industry.

| | |

| --- | --- |

| • | unfavorable shifts in population and other demographics which may cause us to lose audiences as people migrate to markets where we have a smaller presence, or which may cause sponsors to be unwilling to pay for sponsorship and advertising opportunities if the general population shifts into a less desirable age or geographical demographic from an advertising perspective. |

We have incurred net losses and may experience future net losses.

Our operating results have been adversely affected by, among other things, variability in ticket sales, event profitability, overhead costs and high amortization of intangibles related to prior acquisitions.

We incurred net losses of $36.0 million, $161.9 million and $70.4 million in 2013, 2012 and 2011, respectively.

We may face reduced demand for our live music events, our ticketing software and services and other factors that could adversely affect our business, financial condition and results of operations in the future.

We cannot predict whether we will maintain profitability in future periods.

| March 31, 2012 | | $ | (42,803 | ) |

| June 30, 2012 | | $ | 42,968 | |

| September 30, 2012 | | $ | 104,515 | |

| December 31, 2012 | | $ | (126,319 | ) |

Nevertheless, we remain subject to the risk that one or more of our employees, contractors or agents,

We experienced a foreign exchange rate net gain of $2.7 million in 2013.

As part of our growth strategy, we expect to review acquisition prospects that would offer growth opportunities.

In the event of future acquisitions, we could, among other things:

| • | incur large accounting write-offs. |

Such actions by us could adversely affect our results of operations and the price of our common stock.

We may be unsuccessful in our future acquisition endeavors, if any, which may have an adverse effect on our business; in addition, some of the businesses we acquire may incur significant losses from operations or experience impairment of carrying value.

Our compliance with antitrust, competition and other regulations may limit our operations and future acquisitions.

Acquisitions involve risks, including those associated with:

We may not successfully integrate any businesses or technologies we may acquire in the future and may not achieve anticipated revenue and cost benefits.

Acquisitions may be expensive, time consuming and may strain our resources.

Acquisitions may not be accretive to our earnings and may negatively impact our results of operations as a result of, among other things, expenses to pursue the acquisition and the incurrence of debt.

In addition, future acquisitions that we may pursue could result in dilutive issuances of equity securities.

Also, the value of goodwill and other intangible assets that currently exist or will be acquired in the future could be impacted by one or more unfavorable events or trends, which could result in impairment charges.

The occurrence of any of these events could adversely affect our business, financial condition and results

of operations.

In addition, we may choose to substantially reduce or discontinue the operations of any of our acquired businesses if we are unsuccessful in meeting these challenges.

Any such shut-down could expose us to expenses associated with exiting from existing contracts and terminating employees, and could expose us to certain unknown liabilities that arise following the shut-down.

State agencies may also have standing to challenge these acquisitions under state or federal antitrust law.

Comparable authorities in other jurisdictions also have the ability to challenge our foreign acquisitions.

Our failure to comply with all applicable laws and regulations could result in, among other things, regulatory actions or legal proceedings against us, the imposition of fines, penalties or judgments against us or significant limitations on our activities.

In addition, the regulatory environment in which we operate is subject to change.

New or revised requirements imposed by governmental regulatory authorities could have adverse effects on us, including increased costs of compliance.

We also may be adversely affected by changes in the interpretation or enforcement of existing laws and regulations by these governmental authorities.

Our businesses may not be able to adapt quickly enough to changing customer requirements and industry standards.

[removed: Our strategy remains focused on] [added: We believe that by] leveraging our leadership position in the [removed: live] entertainment industry to reach fans through the live concert [removed: experience in order to] [added: experience, we will] sell more tickets [removed: and] [added: which will then] grow our sponsorship and advertising [removed: revenue,][added: revenue.]

[removed: We believe that as the leading, global live event] and ticketing [removed: company] [added: company,] we [added: believe that we] are well-positioned to [removed: serve] [added: provide the best service to] artists, teams, fans and [removed: venues.][added: venues and therefore drive growth across all our businesses.]

[removed: In addition, our] Concerts [added: gain on disposal of] operating [removed: results were impacted positively by] [added: assets of $38.9 million for the year ended December 31, 2013 was primarily due to] a $24.8 million gain [removed: recognized] on the [removed: disposal] [added: sale] of [removed: operating assets related to] a theater in New York and [removed: a] $14.1 million [added: related to] insurance [removed: recovery for] [added: recoveries from the] storm damage [removed: to one of our venues from Hurricane Sandy.][added: discussed above.]

We will continue to look for expansion [removed: opportunities,] [added: opportunities in Concerts,] 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.

[removed: Our] Artist Nation [removed: segment] revenue decreased [removed: 12% for] [added: $47.0 million, or 12%, during] the year [added: ended December 31, 2013] as compared to [removed: last] [added: the prior] year primarily [removed: due to] [added: from] the decision [removed: in July of this year] by the Concerts segment [added: in July 2013] to expand their premium ticket packages and no longer outsource VIP ticket sales to Artist [removed: Nation.][added: Nation along with a reduction in management revenue due to the departure of certain artist managers.]

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

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 [removed: continue] [added: plan] to expand these assets while extending [added: our sales reach] further into new markets internationally.

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

While our Concerts segment operates year-round, we 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 [added: from] May through September.

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

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

We sell tickets through websites, [removed: telephone,] mobile [removed: apps and] [added: apps,] ticket [removed: outlets.][added: outlets and telephone call centers.]

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

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

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

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

We work with our corporate clients to help create marketing programs that drive their business goals and [removed: connects] [added: connect] their brands directly with fans and artists.

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

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

| | Year Ended December 31, | | | | | | | | | | | | % Change [removed: 2013] [added: 2014] vs [removed: 2012] [added: 2013] | | % Change [removed: 2012] [added: 2013] vs [removed: 2011] [added: 2012] |

| [removed: | 2013] [added: 2014] | | [added: 2013] | | 2012 | | [removed: | |] 2011 | | [removed: | | | |] [added: 2010] |

| Revenue | $ | [removed: 6,478,547] [added: 6,866,964] | | | $ | [removed: 5,819,047] [added: 6,478,547] | | | $ | [removed: 5,383,998] [added: 5,819,047] | | | [removed: 11%] [added: 6%] | | [removed: 8%] [added: 11%] |

| Direct operating expenses | [removed: 4,680,507] [added: 4,919,969] | | | | [removed: 4,151,277] [added: 4,680,507] | | | | [removed: 3,789,488] [added: 4,151,277] | | | | [removed: 13%] [added: 5%] | | [removed: 10%] [added: 13%] |

| Selling, general and administrative expenses | [removed: 1,226,892] [added: 1,330,160] | | | | [removed: 1,143,632] [added: 1,226,892] | | | | [removed: 1,111,969] [added: 1,143,632] | | | | [removed: 7%] [added: 8%] | | [removed: 3%] [added: 7%] |

| Depreciation and amortization | [removed: 368,923] [added: 368,143] | | | | [removed: 429,557] [added: 368,923] | | | | [removed: 343,018] [added: 429,557] | | | | [removed: (14)%] [added: 0%] | | [removed: 25%] [added: (14)%] |

| [removed: (Gain) loss] [added: Gain] on disposal of operating assets | [removed: (38,259] [added: (4,494] | | ) | | [removed: (514] [added: (38,259] | | ) | | [removed: 978] [added: (514] | | [added: )] | | * | | * |

| Corporate expenses | [removed: 94,385] [added: 101,000] | | | | [removed: 113,364] [added: 94,385] | | | | [removed: 112,157] [added: 113,364] | | | | [removed: (17)%] [added: 7%] | | [removed: 1%] [added: (17)%] |

| Acquisition transaction expenses | [removed: 6,439] [added: 10,061] | | | | [removed: 3,370] [added: 6,439] | | | | [removed: 8,051] [added: 3,370] | | | | * | | * |

| Operating income (loss) | [removed: 139,660] [added: 7,164] | | | | [removed: (21,639] [added: 139,660] | | [removed: )] | | [removed: 18,337] [added: (21,639] | | [added: )] | | [removed: *] [added: (95)%] | | * |

| Operating margin | [removed: 2.2] [added: 0.1] | | % | | [removed: (0.4] [added: 2.2] | | [removed: )%] [added: %] | | [removed: 0.3] [added: (0.4] | | [removed: %] [added: )%] | | | | |

| Interest expense | [removed: 111,659] [added: 106,312] | | | | [removed: 123,740] [added: 111,659] | | | | [removed: 120,414] [added: 123,740] | | | | | | |

| Loss (gain) on extinguishment of debt | [removed: 36,269] [added: 188] | | | | [removed: (460] [added: 36,269] | | [removed: )] | | [removed: —] [added: (460] | | [added: )] | | | | |

| Interest income | [removed: (5,071] [added: (3,606] | | ) | | [removed: (4,170] [added: (5,071] | | ) | | [removed: (4,215] [added: (4,170] | | ) | | | | |

| Equity in earnings of nonconsolidated affiliates | [removed: (856] [added: (4,166] | | ) | | [removed: (9,921] [added: (856] | | ) | | [removed: (7,742] [added: (9,921] | | ) | | | | |

| Other expense, net | [removed: 2,796] [added: 8,256] | | | | [removed: 1,333] [added: 2,796] | | | | [removed: 6,507] [added: 1,333] | | | | | | |

| Loss before income taxes | [removed: (5,137] [added: (99,820] | | ) | | [removed: (132,161] [added: (5,137] | | ) | | [removed: (96,627] [added: (132,161] | | ) | | | | |

| Income tax expense [removed: (benefit)] | [removed: 30,878] [added: 4,630] | | | | [removed: 29,736] [added: 30,878] | | | | [removed: (26,224] [added: 29,736] | | [removed: )] | | | | |

| Net loss | [removed: (36,015] [added: (104,450] | | ) | | [removed: (161,897] [added: (36,015] | | ) | | [removed: (70,403] [added: (161,897] | | ) | | | | |

| Net income [added: (loss)] attributable to noncontrolling interests | [removed: 7,363] [added: (13,643] | | [added: )] | | [removed: 1,330] [added: 7,363] | | | | [removed: 12,613] [added: 1,330] | | | | | | |

| Net loss attributable to common stockholders of Live Nation [removed: Entertainment, Inc.] | $ | [removed: (43,378] [added: (90,807] | ) | | $ | [removed: (163,227] [added: (43,378] | ) | | $ | [removed: (83,016] [added: (163,227] | ) | | | | |

In 2014, all of our segments reported revenue growth as a result of higher attendance at our North America concerts, increased ticket sales globally in our Ticketing segment, higher artist management commissions and expansion of our sponsorship business.

This led to our fourth consecutive year of overall revenue growth.

Revenue increased 6% as compared to last year and while all our segments contributed to this success, it was largely driven by an increase in the number of stadium concert events in North America along with growth in our primary and resale businesses in Ticketing.

Excluding the impact of a goodwill impairment in 2014, operating income and net income for the year both improved.

As the leading global live event

Our Concerts segment revenue increased 5% as compared to last year driven by our North America business which had sell-out stadium tours as well as increased festival attendance resulting from our expanding portfolio of events.

The number of fans attending our Concert events in North America rose by 6% for the year as a result of creatively packaged tours and festivals crossing all genres of music including rock/pop, country and electronic dance music.

Due to a reduction of touring content in our international markets, we had fewer arena shows and, therefore, fewer fans attending events internationally which caused global concert attendance to fall by 2% for the year.

Our overall Concerts operating results declined to a loss of $190.5 million for the year which includes a $117.0 million charge for a goodwill impairment relating to our international concerts division.

Our Ticketing segment revenue increased 11% as compared to last year largely due to growth of our primary and resale businesses in North America.

Our TM+ resale product continued to perform very strongly, delivering significant growth in gross transaction value in each quarter of 2014 as compared to the prior year.

At the same time, we continued to invest in our primary ticketing platform in order to improve the ticket buying experience for our fans and provide better tools and information resources for our venue clients.

Overall, the total number of tickets sold increased 3% due to strong concert ticket sales as well as growth in the arts and family categories.

In our resale business, gross transaction value of resale tickets sold increased by 55% to over $900 million for the year due in large part to the success of our new TM+ product, which drove significant growth in concert and professional sports ticket sales.

Throughout the year, 18% of our total tickets were sold via mobile and tablet devices, up from 14% last year, as we continued to implement new features that are driving further expansion of mobile ticket transactions.

Operating margins for the year also improved from 7.2% in 2013 to 7.5% in 2014 as we continue to deliver reductions in our cost structure and to grow our resale business.

Our Artist Nation segment revenue increased 10% as compared to last year primarily due to increased artist management commissions.

New manager and artist relationships resulted in increased revenue from touring, recording and other performance fees, leading to the year-over-year growth.

Our artist services business declined due to lower retail merchandise sales and less international touring activity.

Excluding the impact of a goodwill impairment charge of $17.9 million relating to our artist services (non-management) business, operating results for the Artist Nation segment improved significantly in the year, due to the increased artist activity along with continued alignment between artist managers and the rest of the Live Nation organization to deliver more services to these artists.

Our Sponsorship & Advertising segment revenue increased by 5% as compared to last year driven by growth in online sales in North America as well as new sponsorship deals.

Overall, operating income is up due to increased revenue as well as improved margins on our sponsorships compared to last year when we had several clients with higher activation program costs.

In addition, at our

We also offer ticket resale services, or secondary ticketing, primarily through our integrated inventory platform, referred to as TM+.

We drive increased advertising scale to further monetize our concert platform through rich media offerings including live streaming and music-related original content.

| Goodwill impairment | 134,961 | | | | — | | | | — | | | | * | | * |

| | 2014 | | | 2013 | | | 2012 | |

More detailed explanations of these changes along with the impact of changes in foreign exchange rates, if significant, are included in the applicable segment discussions below.

More detailed explanations of these changes along with the impact of changes in foreign exchange rates, if significant, are included in the applicable segment discussions below.

More detailed explanations of these changes along with the impact of changes in foreign exchange rates, if significant, are included in the applicable segment discussions below.

Goodwill impairment

Goodwill impairments of $117.0 million and $17.9 million were recorded in conjunction with our annual impairment tests related to the International Concerts reporting unit in the Concerts segment and the Artist Services (non-management) reporting unit in the Artist Nation segment, respectively.

See “—Critical Accounting Policies and Estimates —Goodwill” for further discussion of the factors impacting this impairment.

Gain on disposal of operating assets for the year ended December 31, 2014 was $4.5 million consisting primarily of a gain recognized in our Concerts segment in connection with the final insurance recovery received for storm damage to an amphitheater in New York during Hurricane Sandy in 2012.

Corporate expenses increased $6.6 million, or 7%, during the year ended December 31, 2014 as compared to the prior year primarily due to higher compensation-related costs driven by higher headcount and annual salary increases.

Interest expense decreased $5.3 million, or 5%, during the year ended December 31, 2014 as compared to the prior year primarily due to the interest cost reduction realized from the August 2013 redemption of the 8.125% senior notes and the September 2014 redemption of the 2.875% convertible senior notes partially offset by additional interest cost from the 7% senior notes issued in August 2013 and the 5.375% senior notes and the 2.5% convertible senior notes issued in May 2014.

Equity in earnings of nonconsolidated affiliates decreased $9.1 million during the year ended December 31, 2013 as compared to the prior year primarily due to impairment charges of $9.2 million recorded in 2013 as discussed above.

December 31, 2012.

The 2014 net loss was partially offset by a gain of $17.1 million recorded in connection with the consolidation of an artist management business that had been previously accounted for as an equity investment, due to a change in the governing agreements.

For the year ended December 31, 2014, we had a net tax expense of $4.6 million on a loss before income taxes of $99.8 million compared to a net tax expense of $30.9 million on a loss before income taxes of $5.1 million for 2013.

In 2013, we continued to deliver growth in revenue, ticket sales, number of fans attending our concerts and operating results.

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.

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.

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

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.

_________

| | |

| --- | --- |

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

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

| Ancillary net revenue per attendee: | | | | | | | | | | | |

| North America amphitheaters | $ | 18.44 | | | $ | 18.56 | | | $ | 18.11 | |

| International festivals | $ | 17.69 | | | $ | 15.55 | | | $ | 16.62 | |

| Concerts | 76,524 | | | | 75,372 | | | | 71,632 | | |

| Sports | 30,059 | | | | 28,760 | | | | 27,055 | | |

| Arts and theater | 19,112 | | | | 19,961 | | | | 21,891 | | |

| Family | 16,628 | | | | 15,970 | | | | 14,248 | | |

| Other (4) | 6,529 | | | | 7,669 | | | | 6,541 | | |

| | 148,852 | | | | 147,732 | | | | 141,367 | | |

| Gross transaction value of tickets sold (in thousands) | $ | 9,352,673 | | | $ | 9,146,254 | | | $ | 8,441,230 | |

| Number of customers in database (rounded) | 129,585,000 | | | | 119,592,000 | | | | 110,208,000 | | |

| Sponsorship & Advertising | | | | | | | | | | | |

We believe that we are the largest live entertainment company in the world, connecting nearly [removed: 400] [added: 519] million fans across all of our platforms [removed: to over 240,000 events] in [removed: approximately] 33 countries in [removed: 2013.][added: 2014.]

We believe we are the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting nearly [removed: 60] [added: 59] million fans to almost 23,000 events for over [removed: 3,000] [added: 2,700] artists in [removed: 2013.][added: 2014.]

[removed: Globally,] Live Nation owns, operates, has exclusive booking rights for or has an equity interest in [removed: 148] [added: 158] venues, including House of Blues ® music venues and prestigious locations such as The Fillmore in San Francisco, the Hollywood Palladium, the Ziggo Dome in Amsterdam and [removed: The O2 Dublin.][added: 3Arena in Ireland.]

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

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

As of December 31, [removed: 2013,] [added: 2014,] we had over 60 managers providing services to approximately [removed: 240] [added: 280] artists.

In [removed: 2013,] [added: 2014,] we had over [removed: 129] [added: 130] million customers in our database based on visitors to www.livenation.com and www.ticketmaster.com and our other online properties.

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

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

content and tickets; we invest in technology to [added: build innovative products which] advance our ticketing, advertising and mobile platforms; and we are paid by sponsors and advertisers that want to connect their brands with our passionate fan base.

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

| • | Expand our Concert Platform. We will grow our fan base and increase our ticket sales by continuing to build our portfolio of [removed: global festivals,] [added: festivals globally,] expanding our [removed: electronic dance music, or EDM, festival and show base, selectively growing] [added: business] into [added: select] additional top global music [removed: markets] [added: markets,] and further building our [removed: market share] [added: presence] in [removed: established] [added: existing] markets. |

| • | Grow Sponsorship and 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 [removed: 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. [removed: 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.] |

| • | Sell more Tickets and Drive Reductions in the Cost to Sell a 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 [added: through an improved user experience] while also creating a more efficient system. [removed: We will also continue to deliver differentiated value to content owners and venues by leveraging ticket buyer data to effectively price and market shows, increasing attendance and optimizing revenues.] |

| • | [removed: Build] [added: Grow] Secondary Ticket Volume. We will [added: continue to] grow the volume of secondary tickets sold in partnership with content owners [removed: providing] [added: through] a trusted environment for fan ticket exchanges. We will expand [removed: and improve] [added: globally] the availability of [removed: tickets on an integrated inventory basis] [added: secondary tickets,] allowing our fans to have a dependable, secure [removed: location to come to] [added: destination] for all [removed: available tickets for an event.] [added: events.] |

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

| • | Fans. During [removed: 2013,] [added: 2014,] our events were attended by nearly [removed: 60] [added: 59] million live music fans. Our database of our fans and their interests provides us with the means to efficiently market our shows to them as well as [added: to] offer 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. |

| • | Artists. We have extensive relationships with artists ranging from those acts that are just beginning their careers to established superstars. In [removed: 2013,] [added: 2014,] we promoted shows or tours for over [removed: 3,000] [added: 2,700] artists globally. In addition, through our artist management companies, we manage approximately [removed: 240] [added: 280] 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. |

| • | Online Services and 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, www.livenation.com and 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 www.livenation.com and www.ticketmaster.com directly, from affiliated websites and through numerous direct links from banners and event [added: profiles hosted by approved third-party websites. We also have both Live Nation and Ticketmaster mobile apps that our fans can use to access event information and buy tickets.] |

| • | 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: 65] [added: 76] cities in North America and [removed: 26] [added: 27] countries worldwide. In addition, we own, operate, have exclusive booking rights or have an equity interest in [removed: 148] [added: 158] venues located across six countries as of the end of [removed: 2013,] [added: 2014,] making us, we believe, the second largest operator of music venues in the world. We [removed: also believe that we produce one of the largest networks of music festivals in the world with more than 60 festivals globally. In addition, we believe that our global ticketing distribution network with one of the largest ecommerce sites on the internet, approximately 6,800 sales outlets and 15 call centers serving more than 12,500 clients worldwide, makes us the largest ticketing network in the industry.] |

| • | Sponsors. We employ a sales force of approximately [removed: 200] [added: 230] people that worked with approximately 750 sponsors during [removed: 2013,] [added: 2014,] 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 [added: Citi, American Express, Carlsberg,] O2, [added: Anheuser-Busch,] Red Bull, [removed: Motorola, Ford] [added: Pepsi] and [removed: Coca-Cola] [added: SAP] (each of these brands is a registered trademark of the sponsor). |

| • | Employees. At December 31, [removed: 2013,] [added: 2014,] we employed approximately [removed: 7,400] [added: 7,900] 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 [removed: live event] venue management. |

Effective [removed: on the date of] [added: with] the [removed: Merger, Ticketmaster became a wholly-owned subsidiary of Live Nation and] [added: merger] Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.

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

Artist services [added: creates and] sells merchandise [removed: associated with musical] [added: for music] artists at live performances, to retailers and directly to consumers via the internet, [removed: as well as connect] [added: and also connects] artists to corporate clients for events, and generally are paid a percentage of the artist’s earnings.

During [removed: 2013,] [added: 2014,] our Concerts business generated approximately [removed: $4.5] [added: $4.7] billion, or [removed: 69.7%,] [added: 68.8%,] of our total revenue.

We promoted [removed: 22,900] [added: 22,800] live music events in [removed: 2013,] [added: 2014,] including artists such as [removed: P!nk, Jay-Z, Jason Aldean, Maroon 5,] [added: One Direction, Jay-Z &] Beyonce, [removed: Rihanna] [added: Justin Timberlake, Luke Bryan, Jason Aldean] and [removed: One Direction] [added: Lady Gaga] and through festivals such as [removed: Rock Werchter,] Electric Daisy Carnival, [added: Rock Werchter,] Reading and [removed: Download.][added: T in the Park.]

While our Concerts segment operates year-round, we 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 [added: from] May through September.

In our amphitheaters, the sale of concessions is outsourced and we receive a share of the net revenue from the [removed: concessionaire] [added: concessionaire,] which is recorded in revenue with no significant direct operating expenses associated with it.

Revenue generated from venue operations typically [removed: have] [added: has] a higher margin than promotion revenue and therefore typically [removed: have] [added: has] a more direct relationship to [added: changes in] operating income.

As a festival [removed: operator,] [added: producer,] we typically book artists, secure festival sites, provide for third-party production services, sell tickets and advertise events to attract fans.

We also [added: provide or] arrange for third-parties to provide operational services as needed such as concessions, merchandising and security.

We sell tickets through websites, [removed: telephone,] mobile [removed: apps and] [added: apps,] ticket [removed: outlets.][added: outlets and telephone call centers.]

During the year ended December 31, [removed: 2013,] [added: 2014,] we sold [removed: 71%, 5%, 14%] [added: 69%, 18%, 9%] and [removed: 10%] [added: 4%] of primary tickets through these channels, respectively.

During [removed: 2013,] [added: 2014,] our Ticketing business generated approximately [removed: $1.4] [added: $1.6] billion, or [removed: 21.7%,] [added: 22.7%,] of our total revenue, which excludes the face value of tickets sold.

Through all of our ticketing services, we sold [removed: 149] [added: 154] million tickets in [removed: 2013] [added: 2014] on [added: which we were paid fees for our services.]

In addition, approximately [removed: 250] [added: 300] 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.

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

We currently offer ticket resale [removed: services] [added: services, or secondary ticketing,] through our integrated inventory platform, referred to as TM+, TicketsNow (in the United States and Canada), our TicketExchange service (in the United States, Europe and Canada) and GET ME IN!

We enter into listing agreements with ticket resellers to post [added: their] ticket inventory for sale at a purchase price equal to a ticket resale price determined by the ticket reseller plus an amount equal to a percentage of the ticket resale price and a pre-determined service fee.

| • | Drive Conversion of Ticket Sales through Development of Innovative Products. We are focused on selling tickets through a wide set of sales channels, including mobile and online, and leveraging our extensive fan database to better reach consumers. We will continue to focus on developing innovative products to build fan traffic to our sales channels and drive increased ticket sales. |

also believe that we are one of the largest music festival producers in the world with more than 60 festivals globally.

In addition, we believe that our global ticketing distribution network, with one of the largest ecommerce sites on the internet, approximately 8,400 sales outlets and 16 call centers serving more than 12,000 clients worldwide, makes us the largest ticketing network in the industry.

On January 25, 2010, we merged with Ticketmaster and it became a wholly-owned subsidiary of Live Nation.

| Total venues in operation | | | | 24 | | | 78 | | | 14 | | | 41 | | | 1 | | | 158 | |

| North America | | | | 17 | | | 70 | | | 7 | | | 41 | | | 1 | | | 136 | |

| International | | | | 7 | | | 8 | | | 7 | | | — | | | — | | | 22 | |

A variety of regulations at various governmental levels relating to the handling, preparation and serving

In addition, our business operations at one or more of our facilities may also be

| David Zedeck | | 50 | | President–Global Talent and Artist Development |

to October 2011.

Mr. Wallach has worked for us or our predecessors since 1996.

Mr. Yovich has worked for us or our predecessors since 2000.

David Zedeck is President of Global Talent and Artist Development for our Concerts segment and has served in this capacity since joining us in July 2013.

Prior to that, Mr. Zedeck was a music agent, most recently spending eight years at Creative Artists Agency.

The information posted on or accessible through our website is not incorporated into this annual report on Form 10-K.

| | |

| --- | --- |

| • | Drive Conversion of Ticket Sales through Social and Mobile 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 www.livenation.com and www.ticketmaster.com to better reach consumers. We are 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. |

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.

On January 25, 2010, we merged with Ticketmaster.

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

which we were paid fees for our services.

advertisers.

Our sponsorship programs include companies such as Starwood, American Express, Carlsberg, O2, Anheuser-Busch, Citi and Coca-Cola (each of the preceding brands is a registered trademark of the sponsor).

Venues

| | | | | | |

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

| Market and Venue | DMA® Region Rank (1) | Type of Venue | Live Nation’s Interest | Estimated Seating Capacity | |

| NEW YORK, NY | 1 | | | | |

| PNC Bank Arts Center Presented by Cadillac Tri-State Concert Series | Amphitheater | 22-year lease that expires December 31, 2017 | 17,500 | | |

| Nikon at Jones Beach Theater | Amphitheater | 20-year license agreement that expires December 31, 2019 | 14,400 | | |

| The Stone Pony Summer Stage | Amphitheater | Booking agreement | 4,000 | | |

| Convention Hall | Theater | Booking agreement | 3,600 | | |

| NYCB Theatre at Westbury | Theater | 43-year lease that expires December 31, 2034 | 2,800 | | |

| Wellmont Theater | Theater | Booking agreement | 2,600 | | |

| Historic Paramount | Theater | Booking agreement | 1,500 | | |

| The Paramount | Theater | Booking agreement | 1,500 | | |

| Union County Performing Arts Center | Theater | Booking agreement | 1,300 | | |

| Roseland Ballroom | Club | Booking agreement | 3,700 | | |

| Irving Plaza Powered by Klipsch | Club | 10-year lease that expires October 31, 2016 | 1,100 | | |

| Gramercy Theatre | Club | 10-year lease that expires December 31, 2016 | 600 | | |

| The Stone Pony | Club | Booking agreement | 600 | | |

| Wonder Bar | Club | Booking agreement | 300 | | |

| LOS ANGELES, CA | 2 | | | | |

| San Manuel Amphitheater | Amphitheater | 25-year lease that expires June 30, 2018 | 65,000 | | |

| Verizon Wireless Amphitheater | Amphitheater | 20-year lease that expires February 28, 2017 | 15,000 | | |

| Hollywood Palladium | Theater | 20-year lease that expires January 31, 2027 | 3,500 | | |

| The Wiltern | Theater | 15-year lease that expires June 30, 2020 | 2,300 | | |

| FOX Performing Arts Center | Theater | 3-year management agreement that expires November 30, 2016 | 1,600 | | |

| House of Blues—Sunset Strip | House of Blues | 13-year lease that expires May 10, 2025 | 1,000 | | |

| House of Blues—Anaheim | House of Blues | 5-year lease that expires January 31, 2016 | 1,000 | | |

| CHICAGO, IL | 3 | | | | |

| First Midwest Bank Amphitheatre | Amphitheater | Owned | 28,600 | | |

| FirstMerit Bank Pavilion at Northerly Island | Amphitheater | 10-year operating agreement that expires December 31, 2022 | 29,700 | | |

For the fiscal year ended December 31, [removed: 2013,][added: 2014,]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate [removed: Web site,] [added: Website,] if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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).

On June 30, [removed: 2013,] [added: 2014,] 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: $2,213,000,000.][added: $3,565,000,000.]

On February [removed: 19, 2014,] [added: 20, 2015,] there were [removed: 200,100,820] [added: 201,500,637] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 2,324,013] [added: 1,385,134] shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.

Portions of our Definitive Proxy Statement for the [removed: 2014] [added: 2015] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

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| ITEM 6. | [SELECTED FINANCIAL [removed: DATA](#sd1b6c7ef8bf0489095fbe3b223f32b9f)] [added: DATA](#s7E5AEC8688B1673BA5A0EA6AEA31AFF6)] | [removed: [39](#sfb162cb98d6e43678dcd4978f49d4740)] [added: [27](#s7E5AEC8688B1673BA5A0EA6AEA31AFF6)] |

| ITEM 7. | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#s1C6133CF13FFC2A9E9F37240CB35522F)] [added: OPERATIONS](#s1125A10CED562178F51FEA6AEA524667)] | [removed: [39](#s1C6133CF13FFC2A9E9F37240CB35522F)] [added: [27](#s1125A10CED562178F51FEA6AEA524667)] |

| ITEM 7A. | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#s2AE90375A00F57B444B67240CE9134E2)] [added: RISK](#sA9D4D34040E3526DC243EA6AED94877A)] | [removed: [63](#sfaa9abf6aad74b14a943440a5652c053)] [added: [52](#sA9D4D34040E3526DC243EA6AED94877A)] |

| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#s76F5CB55283A826597797240C71EC6A8)] [added: DATA](#sBD751A5C927DDD1C8313EA6AEDC66DCB)] | [removed: [64](#s76F5CB55283A826597797240C71EC6A8)] [added: [53](#sBD751A5C927DDD1C8313EA6AEDC66DCB)] |

| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#sf4dac04f0ccb48fb906e132a456e5278)] [added: DISCLOSURE](#s45C745E94530A3675A31EA6AF233DCC5)] | [removed: [111](#s502FE9E3D15F09E9C37E7240CECF0F5B)] [added: [99](#s45C745E94530A3675A31EA6AF233DCC5)] |

| ITEM 9A. | [CONTROLS AND [removed: PROCEDURES](#s502FE9E3D15F09E9C37E7240CECF0F5B)] [added: PROCEDURES](#s45C745E94530A3675A31EA6AF233DCC5)] | [removed: [111](#s502FE9E3D15F09E9C37E7240CECF0F5B)] [added: [99](#s45C745E94530A3675A31EA6AF233DCC5)] |

| ITEM 9B. | [OTHER [removed: INFORMATION](#s663b90f0ed334a2db54f463261de496a)] [added: INFORMATION](#s9EF571018306F5186FDCEA6AF2540377)] | [removed: [113](#sbcaa5b4c3446460181e845cd9dac17ae)] [added: [101](#s9EF571018306F5186FDCEA6AF2540377)] |

| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#saf189adcd0da4b28a9841e9b5bf35607)] [added: GOVERNANCE](#sE014F547667E1C115967EA6AF2A8547E)] | [removed: [115](#saf189adcd0da4b28a9841e9b5bf35607)] [added: [101](#sE014F547667E1C115967EA6AF2A8547E)] |

| ITEM 11. | [EXECUTIVE [removed: COMPENSATION](#sa57f2b514f0240a084b7024729e20683)] [added: COMPENSATION](#sE0CB7981A4D0571644EAEA6AF2C9A185)] | [removed: [115](#sa57f2b514f0240a084b7024729e20683)] [added: [101](#sE0CB7981A4D0571644EAEA6AF2C9A185)] |

| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#se32bf8c139a34e7fbb7966bf5854751b)] [added: MATTERS](#s4D6FDD5712B92C469CC8EA6AF2FBCE61)] | [removed: [115](#se32bf8c139a34e7fbb7966bf5854751b)] [added: [101](#s4D6FDD5712B92C469CC8EA6AF2FBCE61)] |

| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#sf52798d39361433789f2e33657819735)] [added: INDEPENDENCE](#s01BF3FD8BE97D2CBB092EA6AF31CA444)] | [removed: [115](#sf52798d39361433789f2e33657819735)] [added: [101](#s01BF3FD8BE97D2CBB092EA6AF31CA444)] |

| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#sc60766cf9b5245e7aa3b7229c38457d4)] [added: SERVICES](#s38348A93A70BAFD5E668EA6AF35A18AF)] | [removed: [115](#sc60766cf9b5245e7aa3b7229c38457d4)] [added: [101](#s38348A93A70BAFD5E668EA6AF35A18AF)] |

| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#s121f462a8cc94c3dac9bb426de6cd8f0)] [added: SCHEDULES](#sA83DDE90DFACC895E900EA6AF36F3FAB)] | [removed: [116](#s121f462a8cc94c3dac9bb426de6cd8f0)] [added: [102](#sA83DDE90DFACC895E900EA6AF36F3FAB)] |

| Trust | The family trust of a former executive, of which the former executive is [removed: co-Trustee.] [added: 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 [removed: trust.] [added: trust] |

10-K 1 lyv-20141231x10k.htm 10-K

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

| DOJ | United States Department of Justice |

| Front Line | Front Line Management Group, Inc. |

| IAC | IAC/InterActiveCorp |

| Merger | Merger between Live Nation, Inc. and Ticketmaster Entertainment, Inc. announced in February 2009 and consummated in January 2010 |

| Merger Agreement | Agreement and Plan of Merger, dated February 10, 2009 and consummated on January 25, 2010, between Live Nation, Inc. and Ticketmaster Entertainment, Inc. |

| Spincos | Collective referral to Ticketmaster and other companies spun off from IAC on August 20, 2008 |

| TicketsNow | TNow Entertainment Group, Inc. |

As of December 31, [removed: 2013,] [added: 2014,] we own, operate or lease [removed: 85] [added: 94] entertainment venues and [removed: 100] [added: 112] other facilities, including office leases, throughout North America and [removed: 28] [added: 22] entertainment venues and [removed: 85] [added: 92] other facilities internationally.

We have a lease ending June 30, 2020 for our corporate headquarters in Beverly Hills, California, used primarily by our executive and [added: certain of our] domestic operations management staff.

These leases can typically be for terms of three to five years for our office leases and [removed: 10] [added: ten] to 20 years for our venue leases, and many [removed: provide for] [added: include] renewal options.

There were [removed: 4,371] [added: 4,178] stockholders of record as of February [removed: 19, 2014.][added: 20, 2015.]

Since the Separation and through December 31, [removed: 2013,] [added: 2014,] we have not declared or paid any dividends.

| 2014 | | | | | | | | |

| First Quarter | | $ | 24.80 | | | $ | 19.75 | |

| Second Quarter | | $ | 24.71 | | | $ | 19.61 | |

| Third Quarter | | $ | 25.28 | | | $ | 20.82 | |

| Fourth Quarter | | $ | 27.42 | | | $ | 21.14 | |

| 2012 | | | | | | | | |

| First Quarter | | $ | 11.00 | | | $ | 8.54 | |

| Second Quarter | | $ | 9.90 | | | $ | 8.10 | |

| Third Quarter | | $ | 9.76 | | | $ | 8.37 | |

| Fourth Quarter | | $ | 9.69 | | | $ | 8.16 | |

| | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | | | [removed: 2011] [added: 2012] | | | | [removed: 2010] [added: 2011] | | | | [removed: 2009] [added: 2010] | | |

| Revenue | $ | [removed: 6,478,547] [added: 6,866,964] | | | $ | [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] | |

| Operating income (loss) [added: (2)] | $ | [removed: 139,660] [added: 7,164] | | | $ | [removed: (21,639] [added: 139,660] | [removed: )] | | $ | [removed: 18,337] [added: (21,639] | [added: )] | | $ | [removed: (63,700] [added: 18,337] | [removed: )] | | $ | [removed: (52,356] [added: (63,700] | ) |

| Loss from continuing operations before income taxes [added: (2)] | $ | [removed: (5,137] [added: (99,820] | ) | | $ | [removed: (132,161] [added: (5,137] | ) | | $ | [removed: (96,627] [added: (132,161] | ) | | $ | [removed: (188,654] [added: (96,627] | ) | | $ | [removed: (114,678] [added: (188,654] | ) |

| Net loss attributable to common stockholders of Live Nation [removed: Entertainment, Inc.] [added: (3)] | $ | [removed: (43,378] [added: (90,807] | ) | | $ | [removed: (163,227] [added: (43,378] | ) | | $ | [removed: (83,016] [added: (163,227] | ) | | $ | [removed: (228,390] [added: (83,016] | ) | | $ | [removed: (60,179] [added: (228,390] | ) |

| Basic and diluted loss from continuing operations [added: per common share] attributable to common stockholders of Live Nation [removed: Entertainment, Inc.] [added: (4)] | $ | [removed: (0.22] [added: (0.49] | ) | | $ | [removed: (0.87] [added: (0.23] | ) | | $ | [removed: (0.46] [added: (0.88] | ) | | $ | [removed: (1.36] [added: (0.46] | ) | | $ | [removed: (1.65] [added: (1.36] | ) |

| Total assets | $ | [removed: 5,683,521] [added: 5,988,361] | | | $ | [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] | |

| Long-term debt, net (including current maturities) | $ | [removed: 1,808,887] [added: 2,063,400] | | | $ | [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] | |

| | 2014 | | | | 2013 | | | | 2012 | | | | 2011 | | | | 2010 | | |

| | |

| --- | --- |

| (2) | The year ended December 31, 2014 includes $135.0 million of goodwill impairments recorded in conjunction with our annual impairment tests. |

| | |

| --- | --- |

| (3) | The year ended December 31, 2014 includes $97.4 million of goodwill impairments, net of the noncontrolling interests share of the impairments, recorded in conjunction with our annual impairment tests. |

| | |

| --- | --- |

| (4) | The year ended December 31, 2014 includes a loss of $0.48 per common share from the impact of the goodwill impairments. |

| Redeemable preferred stock | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | 40,000 | |

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. as of December 31, [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2013.][added: 2014.]

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: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2013,] [added: 2014,] 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: 2013,] [added: 2014,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework) and our report dated February [removed: 24, 2014] [added: 26, 2015] expressed an unqualified opinion thereon.

| | [added: 2014 | | | |] 2013 | | | | 2012 | | |

| Cash and cash equivalents [removed: | $] [added: at beginning of period] | 1,299,184 | | | [removed: $] | 1,001,055 | | [added: | | 844,253 | | |]

| Accounts receivable, less allowance of [removed: $19,850] [added: $17,489] and [removed: $19,794] [added: $19,850] in [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively | [removed: 439,151] [added: 419,301] | | | | [removed: 415,790] [added: 439,151] | | |

| Prepaid expenses | [removed: 378,342] [added: 440,272] | | | | [removed: 359,936] [added: 378,342] | | |

| Other current assets | [removed: 43,427] [added: 26,089] | | | | [removed: 36,031] [added: 43,427] | | |

| Total current assets | [removed: 2,160,104] [added: 2,267,691] | | | | [removed: 1,812,812] [added: 2,160,104] | | |

| Land, buildings and improvements | [removed: 816,931] [added: 808,116] | | | | [removed: 852,175] [added: 816,931] | | |

| Computer equipment and capitalized software | [removed: 421,846] [added: 454,925] | | | | [removed: 338,919] [added: 421,846] | | |

| Furniture and other equipment | [removed: 210,866] [added: 209,624] | | | | [removed: 200,743] [added: 210,866] | | |

| Construction in progress | [removed: 52,883] [added: 78,111] | | | | [removed: 56,822] [added: 52,883] | | |

| Less accumulated depreciation | [removed: 795,726] [added: 855,439] | | | | [removed: 726,873] [added: 795,726] | | |

| Definite-lived intangible assets, net | [removed: 676,564] [added: 682,713] | | | | [removed: 724,463] [added: 676,564] | | |

| Indefinite-lived intangible assets | [removed: 376,736] [added: 369,480] | | | | [removed: 377,463] [added: 376,736] | | |

| Goodwill | [removed: 1,466,983] [added: 1,479,037] | | | | [removed: 1,357,827] [added: 1,466,983] | | |

| Other long-term assets | [removed: 296,334] [added: 494,103] | | | | [removed: 296,455] [added: 296,334] | | |

| Total assets | $ | [removed: 5,683,521] [added: 5,988,361] | | | $ | [removed: 5,290,806] [added: 5,683,521] | |

| Accounts payable, client accounts | $ | [removed: 656,253] [added: 658,108] | | | $ | [removed: 557,953] [added: 656,253] | |

| Accounts payable | [removed: 111,320] [added: 74,151] | | | | [removed: 102,718] [added: 111,320] | | |

| Accrued expenses | [removed: 668,799] [added: 675,880] | | | | [removed: 626,723] [added: 668,799] | | |

| Deferred revenue | [removed: 486,433] [added: 543,122] | | | | [removed: 402,002] [added: 486,433] | | |

| Current portion of long-term debt | [removed: 278,403] [added: 47,485] | | | | [removed: 62,050] [added: 278,403] | | |

| Other current liabilities | [removed: 54,310] [added: 12,035] | | | | [removed: 16,726] [added: 54,310] | | |

| Total current liabilities | [removed: 2,255,518] [added: 2,010,781] | | | | [removed: 1,768,172] [added: 2,255,518] | | |

| Long-term debt, net | [removed: 1,530,484] [added: 2,015,915] | | | | [removed: 1,677,955] [added: 1,530,484] | | |

| Long-term deferred income taxes | [removed: 161,637] [added: 196,759] | | | | [removed: 199,596] [added: 161,637] | | |

| Other long-term liabilities | [removed: 85,035] [added: 112,204] | | | | [removed: 94,409] [added: 85,035] | | |

| Redeemable noncontrolling interests | [removed: 61,041] [added: 168,855] | | | | [removed: 42,100] [added: 61,041] | | |

| Common stock, $.01 par value; 450,000,000 shares authorized; [removed: 199,974,160] [added: 201,601,859] and [removed: 190,853,380] [added: 199,974,160] shares issued and [removed: 199,566,136] [added: 201,193,835] and [removed: 190,853,380] [added: 199,566,136] shares outstanding in [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively | [removed: 1,978] [added: 2,004] | | | | [removed: 1,877] [added: 1,978] | | |

| Additional paid-in capital | [removed: 2,368,281] [added: 2,414,428] | | | | [removed: 2,272,882] [added: 2,368,281] | | |

| Accumulated deficit | [removed: (951,796] [added: (1,042,603] | | ) | | [removed: (908,418] [added: (951,796] | | ) |

| Cost of shares held in treasury (408,024 [removed: shares in 2013)] [added: shares)] | (6,865 | | ) | | [removed: —] [added: (6,865] | | [added: )] |

| Accumulated other comprehensive loss | [removed: (2,370] [added: (70,010] | | ) | | [removed: (10,923] [added: (2,370] | | ) |

| Total Live Nation Entertainment, Inc. stockholders’ equity | [removed: 1,409,228] [added: 1,296,954] | | | | [removed: 1,355,418] [added: 1,409,228] | | |

| Noncontrolling interests | [removed: 180,578] [added: 186,893] | | | | [removed: 153,156] [added: 180,578] | | |

| Total equity | [removed: 1,589,806] [added: 1,483,847] | | | | [removed: 1,508,574] [added: 1,589,806] | | |

| Total liabilities and equity | $ | [removed: 5,683,521] [added: 5,988,361] | | | $ | [removed: 5,290,806] [added: 5,683,521] | |

| | [removed: 2013] | [added: 2014] | | | [removed: 2012] | [added: 2013] | | | [removed: 2011] | [added: 2012] | | [added: |]

February 26, 2015

| | 2014 | | | | 2013 | | |

| Cash and cash equivalents | $ | 1,382,029 | | | $ | 1,299,184 | |

| | 1,550,776 | | | | 1,502,526 | | |

| | 695,337 | | | | 706,800 | | |

| Goodwill impairment | 134,961 | | | | — | | | | — | | |

| Exercise of stock options | | 1,769,194 | | | 17 | | | | 21,780 | | | | | | | | | | | | | | | | | | | | 21,797 | | | | — | | |

| Fair value of convertible debt conversion feature, net of issuance costs | | — | | | — | | | | 21,444 | | | | — | | | | — | | | | — | | | | — | | | | 21,444 | | | | — | | |

| Acquisitions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 37,484 | | | | 37,484 | | | | 108,104 | | |

| Purchases of noncontrolling interests | | — | | | — | | | | (3,796 | | ) | | — | | | | — | | | | — | | | | 310 | | | | (3,486 | | ) | | (5,017 | | ) |

| Sales of noncontrolling interests | | — | | | — | | | | (11,748 | | ) | | — | | | | — | | | | — | | | | (159 | | ) | | (11,907 | | ) | | 19,246 | | |

| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (30,520 | | ) | | (30,520 | | ) | | (1,993 | | ) |

| Other | | — | | | — | | | | | | | | — | | | | — | | | | — | | | | (5,449 | | ) | | (5,449 | | ) | | — | | |

| Net income (loss) | | — | | | — | | | | — | | | | (90,807 | | ) | | — | | | | — | | | | 4,543 | | | | (86,264 | | ) | | (18,186 | | ) |

| Realized loss on cash flow hedges | | — | | | — | | | | — | | | | — | | | | — | | | | 60 | | | | — | | | | 60 | | | | — | | |

| Balances at December 31, 2014 | | 200,431,276 | | | $ | 2,004 | | | $ | 2,414,428 | | | $ | (1,042,603 | ) | | $ | (6,865 | ) | | $ | (70,010 | ) | | $ | 186,893 | | | $ | 1,483,847 | | | $ | 168,855 | |

| Goodwill impairment | 134,961 | | | | — | | | | — | | |

| Loss (gain) on extinguishment of debt | 188 | | | | 36,269 | | | | (460 | | ) |

| Gain on disposal of operating assets | (4,494 | | ) | | (38,259 | | ) | | (514 | | ) |

| Equity in earnings of nonconsolidated affiliates | (4,166 | | ) | | (856 | | ) | | (9,921 | | ) |

| Loss (gain) on consolidation of nonconsolidated affiliates | (16,356 | | ) | | (986 | | ) | | 2,373 | | |

| Other, net | (1,512 | | ) | | 4,907 | | | | 8,062 | | |

| Increase in prepaid expenses | (187,113 | | ) | | (8,410 | | ) | | (88,841 | | ) |

| Increase in other assets | (44,447 | | ) | | (102,756 | | ) | | (22,316 | | ) |

| Collections and advances of notes receivable | (25,627 | | ) | | (1,193 | | ) | | (2,408 | | ) |

| Other, net | (796 | | ) | | (422 | | ) | | (1,115 | | ) |

These amounts due to clients are included in accounts payable, client accounts.

Any such impairment charge is recorded in depreciation and amortization in the statement of operations.

performance of a quantitative assessment.

Regardless, all reporting units undergo a second step at least once every five years.

If it is, the comparison of the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill described above is performed.

In all three steps, discount rates, market multiples and sensitivity tests are derived and/or computed with the assistance of external valuation consultants.

It is important to note that items such as depreciation, amortization and stock-based compensation expense are not part of cash flows which is more akin to the Company’s adjusted operating income metric.

If the Company obtains control of a nonconsolidated affiliate through the purchase of additional ownership interest or changes in the governing agreements, it remeasures its investment to fair value first and then applies the accounting guidance for business combinations.

Any gain or loss resulting from the remeasurement to fair value is recorded as a component of other expense, net in the statements of operations.

The amount of earnings at December 31, 2014 that was permanently reinvested was approximately $1.1 billion.

Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements and notes to conform to the 2014 presentation.

The reclassifications related to changes in operating assets and liabilities, net of effects of acquisitions and dispositions in the statements of cash flows and deferred tax assets related to net operating loss carryforwards and the associated valuation allowances in the notes to consolidated financial statements.

In April 2014, the FASB issued guidance that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation.

February 24, 2014

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

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

| Balances at December 31, 2010 | | 172,393,830 | | | $ | 1,724 | | | $ | 2,053,233 | | | $ | (662,175 | ) | | $ | (6,122 | ) | | $ | (22,244 | ) | | $ | 137,252 | | | $ | 1,501,668 | | | $ | 107,541 | |

| Exercise of stock options | | 525,313 | | | 5 | | | | 2,688 | | | | — | | | | 12 | | | | — | | | | — | | | | 2,705 | | | | — | | |

| Sale of common shares | | 7,300,000 | | | 73 | | | | 76,419 | | | | — | | | | — | | | | — | | | | — | | | | 76,492 | | | | | | |

| Acquisitions | | 6,377,144 | | | 64 | | | | — | | | | — | | | | — | | | | — | | | | 4,614 | | | | 4,678 | | | | 8,268 | | |

| Acquisitions of noncontrolling interests | | — | | | — | | | | 85,590 | | | | — | | | | — | | | | — | | | | 9,294 | | | | 94,884 | | | | (98,067 | | ) |

| Sales of noncontrolling interests | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (3,139 | | ) | | (3,139 | | ) | | — | | |

| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (13,347 | | ) | | (13,347 | | ) | | (5,570 | | ) |

| Other | | — | | | — | | | | (267 | | ) | | — | | | | — | | | | — | | | | (157 | | ) | | (424 | | ) | | (710 | | ) |

| Net income (loss) | | — | | | — | | | | — | | | | (83,016 | | ) | | — | | | | — | | | | 17,735 | | | | (65,281 | | ) | | (5,122 | | ) |

| Provision for uncollectible accounts receivable and advances | 6,098 | | | | 8,787 | | | | 9,272 | | |

| Unrealized changes in fair value of contingent consideration | (1,855 | | ) | | (894 | | ) | | (11,691 | | ) |

| Other, net | (1,024 | | ) | | 1,642 | | | | 2,481 | | |

| Decrease (increase) in prepaid expenses | 4,537 | | | | (69,175 | | ) | | 73,314 | | |

| Increase in other assets | (115,645 | | ) | | (41,707 | | ) | | (83,928 | | ) |

| Other, net | (1,615 | | ) | | (3,523 | | ) | | (3,355 | | ) |

| Proceeds from sale of common stock | — | | | | — | | | | 76,492 | | |

| Cash and cash equivalents at beginning of period | 1,001,055 | | | | 844,253 | | | | 892,758 | | |

Therefore, the results to date are not necessarily indicative of the results expected for the full year.

Ticketing Contract Advances

unit’s goodwill with its carrying amount, including goodwill.

If it is, the third step discussed above is performed to measure the amount of any potential impairment.

Revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs.

Cumulative translation adjustments included in AOCI were $(1.7) million and $(9.7) million as of December 31, 2013 and 2012, respectively.

In February 2013, the FASB issued guidance which requires companies to disclose additional information about reclassifications out of AOCI, including changes in AOCI balances by component and significant items reclassified out of AOCI.

The Company adopted this guidance on January 1, 2013.

In July 2013, the FASB issued guidance that requires a liability related to an unrecognized tax benefit to be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if certain criteria are met.

Early adoption and retrospective application of the new guidance are permitted.

This guidance is consistent with the Company’s present practice and will not have a material impact on its financial position.

The 2011 impairment charges related to two amphitheaters, a music theater and a club in the Concerts segment.

| Gross carrying amount | $ | 542,426 | | | $ | 330,575 | | | $ | 171,765 | | | $ | 116,772 | | | $ | 103,337 | | | $ | 24,517 | | | $ | 6,426 | | | $ | 1,295,818 | |

| Accumulated amortization | (170,889 | | ) | | (66,548 | | ) | | (93,464 | | ) | | (39,017 | | ) | | (31,812 | | ) | | (16,202 | | ) | | (4,174 | | ) | | (422,106 | | ) |

| Net | 371,537 | | | | 264,027 | | | | 78,301 | | | | 77,755 | | | | 71,525 | | | | 8,315 | | | | 2,252 | | | | 873,712 | | |

| Acquisitions—current year | 23,428 | | | | 58,662 | | | | 3,000 | | | | — | | | | 1,564 | | | | 5,764 | | | | — | | | | 92,418 | | |

| Acquisitions— prior year | — | | | | 14,194 | | | | — | | | | — | | | | (3,900 | | ) | | — | | | | — | | | | 10,294 | | |

| Foreign exchange | 5,443 | | | | (428 | | ) | | 98 | | | | 1,487 | | | | 423 | | | | 498 | | | | 26 | | | | 7,547 | | |

| Other (1) | (56,226 | | ) | | (141,348 | | ) | | (6,445 | | ) | | — | | | | — | | | | (12,356 | | ) | | — | | | | (216,375 | | ) |

| Net change | (27,355 | | ) | | (68,920 | | ) | | (3,347 | | ) | | 1,487 | | | | (1,913 | | ) | | (6,094 | | ) | | 26 | | | | (106,116 | | ) |

Based on their evaluation as of December 31, [removed: 2013,] [added: 2014,] 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 (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 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 disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our [removed: financial] [added: disclosure] controls and procedures are effective at that reasonable assurance level.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the [removed: 1992] [added: 2013] framework in Internal Control—Integrated 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: 2013.][added: 2014.]

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission [removed: (1992] [added: (2013] framework) (the COSO criteria).

In our opinion, Live Nation Entertainment, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2013,] [added: 2014,] based on the COSO 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: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] and the related consolidated statements of operations, comprehensive loss, changes in equity, and cash flows for each of the three years in the period ended December 31, [removed: 2013 of Live Nation Entertainment, Inc.] [added: 2014] and our report dated February [removed: 24, 2014] [added: 26, 2015] expressed an unqualified opinion thereon.

February 26, 2015

February 24, 2014

None.

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.

| [Consolidated Balance Sheets as of December 31, [removed: 2013] [added: 2014] and [removed: 2012](#sBFE3055118186EC35A2B7240A8E87062)] [added: 2013](#s8B473252EA56100817DDEA6AD32A405D)] | [removed: [65](#sBFE3055118186EC35A2B7240A8E87062)] [added: [54](#s8B473252EA56100817DDEA6AD32A405D)] |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#s99D48A9DE658404FA9947240A9E258EF)] [added: 2012](#s4CAC18AF0832BF9FD1C2EA6AD1A34C7C)] | [removed: [66](#s99D48A9DE658404FA9947240A9E258EF)] [added: [55](#s4CAC18AF0832BF9FD1C2EA6AD1A34C7C)] |

| [Consolidated Statements of Comprehensive Loss for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#s6B01FB5EC54641A42E1F7240A8B92B44)] [added: 2012](#s214754D22C949EA10D33EA6AD338451A)] | [removed: [67](#s6B01FB5EC54641A42E1F7240A8B92B44)] [added: [56](#s214754D22C949EA10D33EA6AD338451A)] |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#sa8be75a780e9409687d4102971d1e545)] [added: 2012](#s65867D95E206C5AE3D6EEA6AD2B91ADD)] | [removed: [68](#sa8be75a780e9409687d4102971d1e545)] [added: [57](#s65867D95E206C5AE3D6EEA6AD2B91ADD)] |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011](#sBF24255543C0DF2A04AE7240AA017E0F)] [added: 2012](#s3A18D0DCFDD5850A3B6FEA6AD1D75A04)] | [removed: [71](#sBF24255543C0DF2A04AE7240AA017E0F)] [added: [60](#s3A18D0DCFDD5850A3B6FEA6AD1D75A04)] |

| [Notes to Consolidated Financial [removed: Statements](#s5E64C9C34B293DDC15707240C8189A53)] [added: Statements](#sF01D85F790B4FF13840FEA6AEEE1C8FB)] | [removed: [72](#s5E64C9C34B293DDC15707240C8189A53)] [added: [61](#sF01D85F790B4FF13840FEA6AEEE1C8FB)] |

The following financial statement schedule for the years ended December 31, [removed: 2013, 2012] [added: 2014, 2013] and [removed: 2011] [added: 2012] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

Under Rule 3-09 of Regulation S-X, we are required to file separate [removed: audited] financial statements of Venta de Boletos por Computadora S.A. de [removed: C.V. We expect to file those financial statements by amendment to our Annual Report on Form 10-K/A on or before June 30, 2014.][added: C.V., unaudited for the year ended December 31, 2014 and audited for the year ended December 31, 2013.]

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

| Year ended December 31, 2012 | | $ | 16,986 | | | $ | [removed: 6,480] [added: 6,963] | | | $ | [removed: (4,155] [added: (4,383] | ) | | $ | [removed: 483] [added: 228] | | (1) | $ | 19,794 | |

| Year ended December 31, 2013 | | $ | 19,794 | | | $ | 5,875 | | | $ | [removed: (5,951] [added: (6,423] | ) | | $ | [removed: 132] [added: 604] | | (1) | $ | 19,850 | |

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

(1) During [added: 2014,] 2013, [removed: 2012,] and [removed: 2011,] [added: 2012,] the valuation allowance was adjusted for [removed: acquisitions] [added: acquisitions, divestitures] and [removed: divestitures.][added: foreign currency adjustments.]

| [removed: 2.1] [added: 10.2] | [removed: Agreement and Plan of Merger,] [added: Stockholder Agreement,] dated February 10, 2009, [removed: between Ticketmaster Entertainment, Inc. and] [added: among] Live Nation, [added: Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment,] Inc. | 8-K | 001-32601 | [removed: 2.1] [added: 10.2] | 2/13/2009 | Live Nation [removed: Entertainment, Inc.] | |

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

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

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

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

| 4.3 | 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 [removed: rights agent.] [added: Rights Agent.] | 8-K | 001-32601 | 4.1 | 9/28/2011 | Live Nation [removed: Entertainment, Inc.] | |

| 4.4 | Third Amendment to Rights Agreement, effective as of January 11, 2013, entered into by and between Live Nation Entertainment, Inc. and Computershare Shareowner Services, LLC, as [removed: rights agent.] [added: Rights Agent.] | 8-K | 001-32601 | 4.1 | 1/17/2013 | Live Nation [removed: Entertainment, Inc.] | |

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

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

| [removed: 10.1] [added: 10.34] | Indenture, dated [removed: July 16, 2007,] [added: as of May 23, 2014,] between Live [removed: Nation, Inc.] [added: Nation Entertainment, Inc.,] and [removed: Wells Fargo Bank, N.A.,] [added: HSBC Bank USA, National Association,] as [removed: Trustee.] [added: trustee.] | [removed: 8-K] [added: 10-Q] | 001-32601 | [removed: 4.1] [added: 10.2] | [removed: 7/16/2007] [added: 7/31/2014] | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.2] [added: 10.1] | Lockup and Registration Rights Agreement, dated May 26, 2006, among Live Nation, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc. and the other parties set forth therein. | 8-K | 001-32601 | 4.1 | 6/2/2006 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.3] [added: 10.4] | [removed: Stockholder] [added: Registration Rights] Agreement, dated [removed: February 10, 2009,] [added: January 25, 2010,] among Live Nation, Inc., Liberty Media [removed: Corporation, Liberty USA Holdings, LLC] [added: Corporation] and [removed: Ticketmaster Entertainment, Inc.] [added: Liberty Media Holdings USA, LLC.] | 8-K | 001-32601 | [removed: 10.2] [added: 10.1] | [removed: 2/13/2009] [added: 1/29/2010] | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.4] [added: 10.3] | Note, dated January 24, 2010, among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff. | 10-K | 001-32601 | 10.17 | 2/25/2010 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.6] [added: 10.5] | Tax Matters Agreement, dated December 21, 2005, among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc. | 8-K | 001-32601 | 10.2 | 12/23/2005 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.7] [added: 10.6] | Tax Sharing Agreement, dated August 20, 2008, among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. | 8-K | 001-34064 | 10.2 | 8/25/2008 | Ticketmaster [removed: Entertainment LLC] | |

| [removed: 10.8] [added: 10.7] | Form of Indemnification Agreement. | 10-K | 001-32601 | 10.23 | 2/25/2010 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.9] [added: 10.8] § | Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011. | 8-K | 001-32601 | 10.3 | 6/20/2011 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.10] [added: 10.9] § | Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | S-8 | 333-164507 | 10.1 | 1/26/2010 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.11] [added: 10.10] § | Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | 10-Q | 001-32601 | 10.1 | 11/4/2010 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.12] [added: 10.11] § | Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011. | 8-K | 001-32601 | 10.2 | 6/20/2011 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.13] [added: 10.12] § | Amended and Restated Live Nation, Inc. Stock Bonus Plan. | 8-K | 001-32601 | 10.1 | 1/25/2010 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.14] [added: 10.13] § | Employment Agreement, dated October 21, 2009, among Live Nation, Inc., Live Nation Worldwide, Inc. and Michael Rapino. | 8-K | 001-32601 | 10.1 | 10/22/2009 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.15] [added: 10.14] § | First Amendment to Employment Agreement, dated December 27, 2012 by and between Live Nation Entertainment, Inc. and Michael Rapino. | 10-K | 001-32601 | 10.29 | 2/26/2013 | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.16] [added: 10.15] § | [removed: Amended and Restated] Employment Agreement, effective [removed: September] [added: January] 1, [removed: 2009,] [added: 2014,] between Live Nation [removed: Worldwide,] [added: Entertainment,] Inc. and Michael [removed: G.] Rowles. | [removed: 8-K] [added: 10-K] | 001-32601 | [removed: 10.2] [added: 10.17] | [removed: 10/22/2009] [added: 2/24/2014] | Live Nation [removed: Entertainment, Inc.] | |

| [removed: 10.17] [added: 10.16] § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and [removed: Michael Rowles.] [added: Kathy Willard.] | [added: 10-K] | [added: 001-32601] | [added: 10.19] | [added: 2/24/2014] | Live Nation [removed: Entertainment, Inc.] | [removed: X] |

| [removed: 10.18§] [added: 10.18 §] | [removed: Amended and Restated] [added: First Amendment to] Employment Agreement, effective [removed: September 1, 2009,] [added: December 31, 2008,] between Live Nation Worldwide, Inc. and [removed: Kathy Willard.] [added: Brian Capo.] | [removed: 8-K] [added: 10-K] | 001-32601 | [removed: 10.3] [added: 10.30] | [removed: 10/22/2009] [added: 3/5/2009] | Live Nation [removed: Entertainment, Inc.] | |

| 10.19 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and [removed: Kathy Willard.] [added: Joe Berchtold.] | [added: 10-K] | [added: 001-32601] | [added: 10.24] | [added: 2/24/2014] | Live Nation [removed: Entertainment, Inc.] | [removed: X] |

We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, 2015.

| Year ended December 31, 2014 | | $ | 19,850 | | | $ | 3,684 | | | $ | (4,763 | ) | | $ | (1,282 | ) | (1) | $ | 17,489 | |

(1) Foreign currency adjustments and acquisitions.

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| Year ended December 31, 2012 | (2) | | $ | 415,449 | | | $ | 79,214 | | | $ | — | | | $ | 41,808 | | | $ | 536,471 | |

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

| Year ended December 31, 2013 | (2) | | $ | 536,471 | | | $ | 15,912 | | | $ | (6,088 | ) | | $ | 34,299 | | | $ | 580,594 | |

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

| Year ended December 31, 2014 | | | $ | 580,594 | | | $ | (6,168 | ) | | $ | — | | | $ | 18,879 | | | $ | 593,305 | |

(2) Certain reclassifications have been made to the prior year amounts to conform to the 2014 presentation.

The reclassifications related to changes in deferred tax asset valuation allowances related to net operating loss carryforwards.

| 10.27 | Third Supplemental Indenture, dated as of February 6, 2014 among Live Nation Entertainment, Inc., BigChampagne, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 5/6/2014 | Live Nation | |

| 10.28 | Fourth Supplemental Indenture, dated as of May 27, 2014, among Live Nation Entertainment, Inc., Reigndeer Entertainment Corp., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.3 | 7/31/2014 | Live Nation | |

| 10.29 | Fifth Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.2 | 10/30/2014 | Live Nation | |

| 10.30 | Sixth Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | X |

| 10.31 | Indenture, dated as of May 23, 2014, among Live Nation Entertainment, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 7/31/2014 | Live Nation | |

| 10.32 | First Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 10/30/2014 | Live Nation | |

| 10.33 | Second Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO, Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | X |

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| | | Incorporated by Reference | | | | | |

| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed HereWith |

| /s/ Jimmy Iovine Jimmy Iovine | | Director | | February 26, 2015 |

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

(1) Foreign currency adjustments.

| Year ended December 31, 2011 | | $ | 323,670 | | | $ | 7,412 | | | $ | — | | | $ | 5,717 | | | $ | 336,799 | |

| Year ended December 31, 2012 | | $ | 336,799 | | | $ | 79,214 | | | $ | — | | | $ | 9,391 | | | $ | 425,404 | |

| Year ended December 31, 2013 | | $ | 425,404 | | | $ | 15,912 | | | $ | (6,088 | ) | | $ | 350 | | | $ | 435,578 | |

| 10.5 | Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC. | 8-K | 001-32601 | 10.1 | 1/29/2010 | Live Nation Entertainment, Inc. | |

| 10.21 § | First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. and Brian Capo. | 10-K | 001-32601 | 10.30 | 3/5/2009 | Live Nation Entertainment, Inc. | |

| 10.22 § | Separation Agreement, entered into as of August 31, 2013, by and between Live Nation Worldwide, Inc. and Nathan Hubbard. | 8-K | 001-32601 | 10.2 | 8/16/2013 | Live Nation Entertainment, Inc. | |

| 10.23 § | Employment Agreement, effective March 18, 2011, between Live Nation Entertainment, Inc. and Joe Berchtold. | 10-Q | 001-32601 | 10.1 | 8/7/2012 | Live Nation Entertainment, Inc. | |

| 10.24 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold. | | | | | Live Nation Entertainment, Inc. | X |

| 10.32 | Stock Purchase Agreement, dated as of February 4, 2011, by and among Live Nation Entertainment, Inc., FLMG Holdings Corp., Irving Azoff, the Azoff Family Trust of 1997, dated May 27, 1997, as amended, Madison Square Garden, L.P., LNE Holdings, LLC, and Front Line Management Group, Inc. | 8-K | 001-32601 | 10.1 | 2/7/2011 | Live Nation Entertainment, Inc. | |

| 10.33 | Subscription Agreement, dated as of February 4, 2011, by and between Liberty Media Corporation and Live Nation Entertainment, Inc. | 8-K | 001-32601 | 10.2 | 2/7/2011 | Live Nation Entertainment, Inc. | |