Live Nation Entertainment (LYV) 10-K risk factor changes: FY2019 vs FY2018

[removed: You] [added: *You] should carefully consider each of the following risks and all of the other information set forth in this Annual Report.

In that case, the trading price of our common stock could [removed: decline.][added: decline.*]

[removed: Risks] [added: Risks] Relating to Our Business and [removed: Operations][added: Operations]

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

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

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

Although we have entered into long-term agreements with many of those individuals described above to protect our interests in those relationships, we can give no assurance that all or any of these key employees or managers will remain with us or will retain their associations with key business contacts, including music [removed: artists.][added: artists, as some agreements between a manager and an artist are not for a fixed period of time and are instead terminable at will.]

We anticipate that, for the foreseeable future, the substantial majority of our Ticketing segment revenue will be derived from both online and mobile [removed: as well as direct] sales of tickets.

We also expect that revenue from primary ticketing services, which [removed: consist] [added: consists] primarily of [added: our portion of] per ticket convenience charges and per order service fees, will continue to comprise the substantial majority of our Ticketing segment revenue.

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

We also face competition in the resale of tickets from [removed: auction websites and] resale marketplaces and from other ticket resellers with online distribution capabilities.

This direct competition with our prospective or current primary ticketing clients could result in a [added: decline in the number of ticketing clients we have and a decline in the volume of our ticketing business, which could adversely affect our business, financial condition and results of operations.]

These restrictions include: [removed: 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] [added: an obligation] to [removed: our resale ticketing options without first obtaining] [added: obtain] approval from the State of New Jersey as to any material changes to our current linking [removed: practices;] [added: practices from primary to secondary ticketing sites;] a requirement to clearly and conspicuously disclose on any primary ticketing website where a link or redirect to a resale website owned or controlled by us is posted, that the link is directing the user to a resale website and that 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.

Other variables [added: related to the competitive environment] that could adversely affect our financial performance by, among other things, leading to decreases in overall revenue, the number of sponsors, event attendance, ticket prices and fees or profit margins include:

[removed: | • |] [added: -] an increased level of competition for advertising dollars, which may lead to lower sponsorships as we attempt to retain advertisers or which may cause us to lose advertisers to our competitors offering better programs that we are unable or unwilling to match; [removed: |]

[removed: | • |] [added: -] unfavorable fluctuations in operating costs, including increased guarantees to artists, which we may be unwilling or unable to pass through to our customers via higher ticket prices; [removed: |]

[removed: | • |] [added: -] inability [added: or unwillingness] to fund the significant up-front cash requirements associated with our touring and ticketing businesses due to insufficient cash on hand or capacity under our senior secured credit facility, which could result in the loss of key tours to competitors or the inability to secure and retain ticketing clients; [removed: |]

[removed: | • |] [added: -] competitors’ offerings that may include more favorable terms than we do in order to obtain agreements for new venues or ticketing arrangements or to obtain events for the venues they operate; [removed: |]

[removed: | • |] [added: -] technological changes and innovations that we are unable to adopt or are late in adopting that offer more attractive entertainment alternatives than we or other live entertainment providers currently offer, which may lead to a reduction in attendance at live events, a loss of ticket sales or lower ticket fees; and [removed: |]

[removed: | • |] [added: -] other entertainment options available to our audiences that we do not offer. [removed: |]

[removed: The] [added: The] success of our ticketing business and other operations depends, in part, on the integrity of our systems and infrastructure, as well as affiliate and third-party computer systems, wifi and other communication systems.

System interruption and the lack of integration and redundancy in these systems and infrastructure may have an adverse impact on our business, financial condition and results of [removed: operations.][added: operations.]

[added: Failure to do so may result in] system instability, degradation in performance, or unfixable security vulnerabilities that could adversely impact both the business and the consumers utilizing our services.

[removed: Data] [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 or sensitive information could give rise to liabilities and additional costs as a result of governmental regulation, litigation and conflicting legal requirements relating to personal privacy [removed: rights.][added: rights.]

Penetration of our network or other misappropriation or misuse of personal or sensitive information and data, including credit card [added: information and other personally identifiable] information, could cause interruptions in our operations and subject us to increased costs, litigation, inquiries and actions from governmental authorities, and financial or other liabilities.

Our business operations, including our ticketing business, involve the collection, transfer, use, disclosure, security, and disposal of personal or sensitive information in various locations around the world, including the European Union (“E.U.”), where the General Data Protection Regulation (“GDPR”) [removed: that] governs data [removed: privacy became effective on May 25, 2018.][added: privacy.]

[added: The GDPR imposes a minimum set of rules in relation to the processing of E.U. residents’ personal information, which] each E.U. Member State [removed: is] [added: was] required to transpose into national law (in the United [removed: Kingdom,] [added: Kingdom (which was a member of the E.U. at the time the GDPR was enacted),] for example, the GDPR was given direct effect via the Data Protection Act of 2018).

The GDPR therefore [removed: did] [added: does] not result in a harmonized system of data privacy laws in the E.U.; national law variations may apply.

Failure to comply with the GDPR may result in significant monetary penalties of up to (a) 4% of a company’s worldwide total revenue or (b) €20 million, whichever is [removed: the highest.][added: higher.]

We [added: have] committed significant capital and personnel resources to ensure, so far as is possible, that we are in compliance with the GDPR; however, there can be no assurances that violations will not occur, particularly given the complexity of the GDPR and related local laws, our business, and the uncertainties that accompany new, comprehensive legislation.

[removed: We] [added: We] may be adversely affected by the occurrence of extraordinary events, such as terrorist [removed: attacks.][added: attacks or disease epidemics.]

The terrorism and security incidents in the past, military actions in foreign [removed: locations and] [added: locations,] periodic elevated terrorism alerts [added: and fears from publicized contagious disease outbreaks] have raised numerous challenging operating factors, including public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.

[removed: We] [added: We] operate in international markets which subject us to risks associated with the legislative, judicial, accounting, regulatory, political and economic risks and conditions specific to such markets, which could adversely affect our business, financial condition and results of [removed: operations.][added: operations.]

[removed: | • |] [added: -] political instability, adverse changes in diplomatic relations and unfavorable economic and business conditions in the markets in which we currently have international operations or into which we may expand, particularly in the case of emerging markets; [removed: |]

[removed: | • |] [added: -] more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, which could result in increased compliance costs and/or otherwise restrict the manner in which we provide services and the amount of related fees charged for such services; [removed: |]

[removed: | • |] [added: -] limitations on the enforcement of intellectual property rights; [removed: |]

[removed: | • |] [added: -] limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings; [removed: |]

[removed: | • |] [added: -] adverse tax consequences due both to the complexity of operating across multiple tax regimes as well as changes in, or new interpretations of, international tax treaties and structures; [removed: |]

[removed: | • |] [added: -] expropriations of property and risks of renegotiation or modification of existing agreements with governmental authorities; [removed: |]

[removed: | • |] [added: -] diminished ability to legally enforce our contractual rights in foreign countries; [removed: |]

While there are certain state laws that now ban such speculative ticket listings, we do not believe our competitors in the secondary ticket sales market are subject to the same restrictions or required to make the same disclosures required of us, though we believe the FTC has reached out to various other secondary ticketing marketplaces to ensure they state that the website is a resale website and prices could exceed face value.

(See the risk factor entitled “We recently agreed with the United States Department of Justice to extend and clarify the court-imposed final judgment to which we became subject in connection with the merger of Live Nation, Inc. and Ticketmaster Entertainment LLC, which places certain restrictions and obligations on us which could negatively impact our business” below.)

For instance, there are concerns regarding the recent outbreak of the coronavirus in China and its spread to other regions.

Not only could such outbreak dissuade fans from attending events with large audiences, it could also impede economic activity in impacted regions or globally, leading to a decline in consumer discretionary spending on things such as concerts and other entertainment, sporting and leisure events.

While the ultimate scope and scale of the coronavirus is unknown at this time, our financial condition and results of operations could be negatively and materially impacted if conditions worsen or significant quarantines are put into place.

In addition, given our substantial operations in the United Kingdom (the “U.K.”) and the E.U., we face risks and uncertainties due to the referendum and approval by voters in the U.K. of an exit from the E.U., commonly referred to as “Brexit.” The U.K. legally left the E.U. on January 31, 2020; however, the U.K. will be in a transition period until December 31, 2020 during which the U.K. will continue to follow the E.U.’s rules and regulations, the U.K. will remain in the single market and the customs union, and the free movement of people will continue.

Any new rules on trade, travel, and business for the U.K. and the E.U. will take effect on January 1, 2021.

These risks and uncertainties include those related to: expected continuation of volatility in the exchange rate, which is anticipated to decrease during the transition period and decrease further when a trade deal is signed (see the risk factor captioned “Exchange rates may cause fluctuations in our results of operations that are not related to our operations” below for more discussion of the impact of currency fluctuations on our business); continued uncertainty in the economic environment of the U.K. until the terms of a trade deal are agreed; the impact of the ultimate terms of any new trade deal with the E.U. and any new trading terms with other territories, including the United States, now that the U.K. is free to negotiate its own trading terms with such other territories; the ultimate terms for cross-border movement of workers agreed upon between the U.K and the E.U.; continued political uncertainty in the U.K, which is now lessened by the Conservative Party’s majority and the legal departure of the U.K from the E.U.; and continued regulatory uncertainty such as the potential need to find an alternative E.U. data protection/privacy regulator should the U.K.’s current Data Privacy Regulator, the ICO, cease to be recognized by the Data Protection Board made up of the regulators of the remaining E.U. member states (though the ICO could continue to be the regulator within the U.K.).

While members of the U.K. government have recently made public statements recognizing the importance of, and expressing a commitment to, touring (*e.g*., in January 2020 the U.K.’s Culture Minister Nigel Adams MP said: “Touring is the lifeblood of the industry and we recognise the importance of the continued ease of movement of musicians, equipment and merchandise once we have left the E.U. Visa rules for artists performing in the E.U. will not change until the implementation period ends in December 2020.

They are being considered, and we welcome the views of all Hon.

Members and the industry on movement within Europe.

It is essential that free movement is protected for artists post 2020.”), until such rules and regulations are established, the full impact of Brexit on our company will remain unknowable.

In addition, we recently agreed with the United States Department of Justice to extend the duration of the consent decree we entered into in connection with our merger with Ticketmaster Entertainment LLC, which places certain restraints on our business (see the risk factor entitled “We recently agreed with the United States Department of Justice to extend and clarify the court-imposed final judgment to which we became subject in connection with the merger of Live Nation, Inc. and Ticketmaster Entertainment LLC, which places certain restrictions and obligations on us which could negatively impact our business” below).

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| March 31, 2019 | | | | | | $ | (23,863) | |

| June 30, 2019 | | | | | | $ | 171,586 | |

| September 30, 2019 | | | | | | $ | 260,041 | |

| December 31, 2019 | | | | | | $ | (82,920) | |

We have experienced a significant increase in our cost to obtain appropriate insurance over the past several years, though it is difficult to gauge the portion of this increase that is due to conditions in the insurance marketplace generally versus that attributable to our claims history for the mass casualty, cybersecurity and other incidents we have faced.

Increased weather variability due to climate change exacerbates weather-related issues we face.

We recently agreed with the United States Department of Justice to extend and clarify the court-imposed final judgment to which we became subject in connection with the merger of Live Nation, Inc. and Ticketmaster Entertainment LLC, which places certain restrictions and obligations on us which could negatively impact our business.

In connection with the merger of Live Nation, Inc. and Ticketmaster Entertainment LLC in 2010, we became subject, through July 2020, to a court-imposed final judgment, or the Final Judgment, that places certain restrictions and obligations on us in order to address the issues the United States Department of Justice (the “DOJ”) raised in its antitrust review of the merger.

Pursuant to the Final Judgment, we agreed to abide by certain behavioral remedies and to provide periodic reports to the DOJ about our compliance with the Final Judgment.

The Final Judgment was due to expire in July 2020; in December 2019, we reached an agreement with the DOJ to clarify certain aspects of the Final Judgment and extend its duration for an additional five and a half years (the “Amended Final Judgment”).

Under the Amended Final Judgment we may not (i) threaten to condition (or actually condition) the provision of Live Nation concerts on a venue choosing Ticketmaster, and (ii) retaliate (i.e., withhold any Live Nation concerts) in response to a venue choosing a ticketing services provider other than Ticketmaster.

In addition, pursuant to the Amended Final Judgment, (i) an independent monitor has been appointed to investigate and report on our compliance with the Final Judgment, (ii) we have appointed an internal antitrust compliance officer and will conduct regular internal training to ensure our employees fully comply with the Final Judgment; (iii) we have provided notice to current or potential venue customers of our ticketing services of the Amended Final Judgment; and (iv) we are subject to an automatic penalty of $1,000,000 for each violation.

We have additionally agreed to pay costs and fees for the DOJ’s past investigation and enforcement.

During the duration of the Amended Final Judgment, we are restricted from engaging in certain business activities that, absent the Final Judgment, would be lawful for us to undertake.

Our inability to undertake these business strategies could disadvantage us when we compete against firms that are not restricted by any such order.

In addition, our business will be under continued and enhanced scrutiny by the DOJ, including by the independent monitor.

Our compliance with the Final Judgment therefore creates certain unquantifiable business risks for us.

In connection with the merger we also entered into a consent agreement with the Canadian Competition Commission, or the Canadian Consent Agreement, which has the effect of imposing essentially the same terms as the Final Judgment on our business in Canada.

The Canadian Consent Agreement will remain in effect through July 2020.

The Canadian Consent Agreement creates similar risks for us, both in terms of creating potential enforcement actions and in limiting us from pursuing certain business practices.

Therefore,

decline in the number of ticketing clients we have and a decline in the volume of our ticketing business, which could adversely affect our business, financial condition and results of operations.

Our competitors in the secondary ticket sales market are not, to our knowledge, bound by similar restrictions.

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Failure to do so may result in

The GDPR imposed a minimum set of rules in relation to the processing of E.U. residents’ personal information, which

In addition, given our substantial operations in the United Kingdom (the “U.K.”) and the E.U., we face risks and uncertainties due to the referendum and approval by voters in the U.K. of an exit from the E.U., commonly referred to as “Brexit.” These risks and uncertainties include potential deterioration in the macroeconomic environment that could lead to less demand for concerts and other live entertainment in the U.K. and the E.U., potential legal and regulatory changes that could, among other things, impact the ease of movement between the U.K. and the E.U. for artists and touring personnel, and exchange rate risks such as the ten percent drop in the U.K. pound sterling against the U.S. dollar that occurred the day after the Brexit referendum, which resulted in higher artist fees in pound sterling terms (see the risk factor captioned “Exchange rates may cause fluctuations in our results of operations that are not related to our operations” below for more discussion of the impact of currency fluctuations on our business).

We cannot predict the future relationship between the United

If the cost of renewing these agreements is too high or the terms of

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| March 31, 2017 | | $ | (21,366 | ) |

| June 30, 2017 | | $ | 113,433 | |

| September 30, 2017 | | $ | 201,347 | |

| December 31, 2017 | | $ | (202,017 | ) |

conditions and incidents.

our ability to access capital should the need arise.

Any sales in the

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

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

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

Live Nation continued to see strong demand for live events in [removed: 2018,] [added: 2019,] powering the concerts center of our business [removed: flywheel and leading to another record year for all three of our segments.][added: flywheel.]

[removed: Our] [added: The] execution of our key strategic initiatives is elevating the live experience through our Concerts, [added: Ticketing and] Sponsorship & Advertising [removed: and Ticketing] businesses to maximize benefits to the fans, to the many [removed: artists and] [added: artists,] teams [removed: with whom] [added: and corporate sponsors] we [removed: work,] [added: work with,] and to our stockholders.

Our [removed: overall] [added: total] revenue [removed: in 2018 increased by $1.1] [added: for the year was $11.5] billion, [added: an increase of $0.8 billion,] or [removed: 11%,] [added: 7%,] on a reported [removed: and] [added: basis, or $0.9 billion, or 9%, on a] constant currency basis as compared to last year.

The increase was largely driven by [removed: growth in] our Concerts segment due to [removed: a higher number of] [added: more] events, fans, and [removed: average per show revenue we are generating from the events.][added: onsite revenue.]

Ticketing increased as well, with strong growth in [removed: concert event] [added: international] ticket sales [removed: in North America] as well as the continued expansion of our resale business.

Sponsorship & Advertising again delivered strong growth over the prior year due [added: in part] to [removed: a number of new strategic multi-year deals] [added: our first year with the Rock in Rio festival,] as well as [removed: growth in our European festival sponsorship business.][added: adding marquee brands as partners around the globe.]

Our operating results improved this year, compared to [removed: 2017,] [added: 2018,] due to [removed: both] improved business [removed: performance as well as the impact of the legal settlement accrued in 2017.][added: performance.]

Our [removed: Concerts] [added: Ticketing] segment [removed: was the largest contributor to our overall] revenue [removed: growth in 2018, with an increase of $878.0] [added: for 2019 increased by $15.6] million, or [removed: 11%,] [added: 1%,] on a reported basis as compared to last year, or [removed: $852.4] [added: $35.4] million, [removed: also 11%,] [added: a 2% increase,] without the impact of changes in foreign exchange rates.

This higher revenue was due to additional arena [removed: and amphitheater shows, regional acquisitions] [added: activity] in the United [removed: States] [added: States, more stadium shows in Europe, expanded theater] and [added: club activity worldwide, and adding new markets to our] festival [removed: growth worldwide.][added: footprint.]

Overall, Concerts attendance grew by [removed: 6.5] [added: 4.9] million to nearly [removed: 93] [added: 98] million fans, a record for the [removed: company,] [added: Company] and an increase of [removed: 8%] [added: 5%] over the prior year.

The growth of our amphitheater onsite business continued in [removed: 2018,] [added: 2019,] with a focus on [removed: expanding our] [added: increased] food and beverage [removed: point of sale systems, optimizing beverage sizing and pricing, and developing new] [added: offerings,] premium [removed: programs for parking] [added: parking,] and [removed: VIP areas.][added: other upsell programs.]

These [removed: programs] [added: initiatives] helped grow our ancillary revenue per fan at our amphitheaters by [removed: approximately $3] [added: $2.50] in [removed: 2018.][added: 2019.]

Our Sponsorship & Advertising segment revenue for the year was up [removed: $58.8] [added: $86.3] million, or [removed: 13%,] [added: 17%,] on a reported basis as compared to last year, or [removed: $56.7] [added: $98.6] million, [removed: also 13%,] [added: or 20%,] without the impact of changes in foreign exchange rates.

[removed: In 2018, we][added: | 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

[added: In 2019, we] increased our strategic sponsors globally, and grew revenue [removed: for] [added: from] these partners by double-digits.

Our [removed: Ticketing] [added: Concerts] segment [added: drove most of our] revenue [removed: for 2018 increased by $183.1 million,] [added: growth this year, generating $9.4 billion of revenue, an increase of $0.7 billion,] or [removed: 14%,] [added: 8%,] on a reported [removed: basis as compared to last year,] [added: basis,] or [removed: $181.1 million,] [added: $0.8 billion,] a [removed: 13% increase,] [added: 9% increase] without the impact of changes in foreign exchange rates.

Our digital ticketing initiative continues to accelerate: we have installed our Presence system in over [removed: 200] [added: 700] venues in North America through the end of [removed: 2018,] [added: 2019,] with approximately [removed: 40] [added: 121] million fans entering venues via the platform.

App installations increased by [removed: over 40%] [added: 18%] during the year, creating additional marketing opportunities for our company and driving conversion from search and discovery to purchase.

On the mobile front, [removed: over 40%] [added: approximately 48%] of our total tickets were sold via mobile and tablet devices in [removed: 2018,] [added: 2019,] and our total mobile ticket sales increased by [removed: 35%] [added: 13%] year-over-year.

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

Our reportable segments are Concerts, [added: Ticketing and] Sponsorship & [removed: Advertising and Ticketing.][added: Advertising.]

[removed: Concerts][added: Concerts]

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

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

[removed: Ticketing][added: Ticketing]

Revenue related to ticketing service charges is recognized when the ticket is sold for our [removed: outside] [added: third-party] clients.

[removed: Key] [added: Key] Operating [removed: Metrics][added: Metrics]

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

| | [removed: 2018] | | | [removed: 2017] | | | [removed: 2016] | | [added: | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | | | | | | | | | |]

| | [removed: (in] [added: | | | | | | | | | | | | | | *(in] thousands except estimated [removed: events)] [added: events)*] | | | | | | | | [added: | | | | | | | | | | | | | | | | | | |]

| [removed: Concerts] [added: Concerts] (1) | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Estimated events: | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| North America | [added: | | | | | | | | | | | | | | 28,426 | | | | | |] 24,186 | | | [added: | | |] 19,933 | | | [removed: 17,554] | | [added: | | | | | | | | | |]

| International | [added: | | | | | | | | | | | | | | 11,830 | | | | | |] 10,810 | | | [added: | | |] 9,659 | | | [removed: 8,731] | | [added: | | | | | | | | | |]

| Total estimated events | [added: | | | | | | | | | | | | | | 40,256 | | | | | |] 34,996 | | | [added: | | |] 29,592 | | | [removed: 26,285] | | [added: | | | | | | | | | |]

| Estimated fans: | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| North America | [added: | | | | | | | | | | | | | | 62,695 | | | | | |] 61,159 | | | [added: | | |] 54,868 | | | [removed: 48,611] | | [added: | | | | | | | | | |]

*The following discussion of our financial condition and results of operations generally discusses 2019 and 2018 items along with year-over-year comparisons between these two years.

Discussion of 2017 items and year-over-year comparisons between 2018 and 2017 can be found in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2018 Annual Report on Form 10-K.*

We had record attendance at our concerts again in 2019.

Fee-bearing ticket sales also hit a record high in 2019.

Some of the biggest tours in 2019 featured Metallica, Ariana Grande, Backstreet Boys, Jonas Brothers, and Post Malone.

We have continued to focus on platinum and premium ticket opportunities for fans and improving the sell-through on our best seats.

We sold 220 million fee-bearing tickets worldwide in 2019, a 2.4 million ticket increase over last year.

During 2019, we grew ticketing-related revenue streams, implemented tools to reduce costly fraudulent activity, and reduced our cost of customer acquisition.

All these factors helped improve operating income for the segment as well as margins for the year.

This is a key component of our rollout of SafeTix which benefits our fans, our artists, and our clients.

Higher revenue largely resulted from new clients and increased festival sponsorship, including the Rock in Rio event in Brazil that occurs every two years.

The investment we have made over the past few years in premium inventory products including viewing decks, VIP clubs and social moments are generating sponsorship growth at our owned and operated venues.

Renewals of our key existing clients were on plan and we saw growth from expanding into new categories such as consumer retail, automotive, and consumer packaged goods.

Operating income improved by double-digits as a result of the strong operational results.

Recent Events

In July 2019, we entered into agreements to acquire an aggregate 51% interest in OCESA Entretenimiento, S.A. de C.V. and certain other related subsidiaries of Corporación Interamericana de Entretenimiento, S.A.B. de C.V. (“CIE”).

We made our initial concentration notice filings with the regulatory authorities in Mexico in late August and are in the process of responding to their requests for additional information in connection with their review of our filings.

CIE shareholders approved the acquisition in September 2019.

The acquisition is anticipated to close in the first half of 2020.

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(1)Events generally represent a single performance by an artist.

Fans generally represent the number of people who attend an event.

Events and fan attendance metrics are estimated each quarter.

(2)The fee-bearing tickets estimated above include primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates.

The non-fee-bearing tickets estimated above include primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our “do it yourself” platform.

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| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Concerts | | | $ | (53,463) | | | | | $ | 12,935 | | | | | $ | (2,490) | | | | | $ | 239,682 | | | | | $ | — | | | | | $ | 45,659 | | | | | $ | 242,323 | | | | | | | | | | | | | |

| Ticketing | | | 231,958 | | | | | | 6,268 | | | | | | 116 | | | | | | 156,894 | | | | | | 85,844 | | | | | | 1,276 | | | | | | 482,356 | | | | | | | | | | | | | | |

| Sponsorship & Advertising | | | 330,270 | | | | | | 2,744 | | | | | | — | | | | | | 33,084 | | | | | | — | | | | | | — | | | | | | 366,098 | | | | | | | | | | | | | | |

| Other and Eliminations | | | (1,114) | | | | | | — | | | | | | — | | | | | | 364 | | | | | | (5,542) | | | | | | — | | | | | | (6,292) | | | | | | | | | | | | | | |

| Corporate | | | (182,807) | | | | | | 26,838 | | | | | | 1 | | | | | | 13,967 | | | | | | — | | | | | | 26 | | | | | | (141,975) | | | | | | | | | | | | | | |

| Total | | | $ | 324,844 | | | | | $ | 48,785 | | | | | $ | (2,373) | | | | | $ | 443,991 | | | | | $ | 80,302 | | | | | $ | 46,961 | | | | | $ | 942,510 | | | | | | | | | | | | | |

Concerts

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

We entered new markets during the year and introduced additional ticketing products that we believe provide growth for years to come.

The rapidly changing technology landscape offers unique challenges that we met with transparency and through innovative solutions, while delivering record numbers in our key financial and operational metrics.

Our total revenue for the year was $10.8 billion, making this our thirteenth consecutive year of revenue growth and giving us, once again, our highest revenue year ever.

Our Concerts, Sponsorship & Advertising and Ticketing segments all reported double-digit revenue growth as a result of both record attendance at our concerts and record ticket sales in our ticketing business.

Our focus on amplifying and growing our concert flywheel continues to deliver benefits; the unique power of the live concert experience enables fans around the world to connect with artists and each other and provides us the platform to connect with the fans.

Some of the biggest tours in 2018 featured Beyoncé and Jay-Z, P!nk, Justin Timberlake, Imagine Dragons and Bruno Mars.

We continued to expand our global festival portfolio in 2018, adding brands, including Isle of Wight, to our strong roster and growing total festival attendance.

Our amphitheater shows were strong in 2018 as well, with the Dave Matthews Band, Jason Aldean and Kendrick Lamar all playing to sold out audiences over the summer.

Another of our ongoing priorities is to grow our ticket revenue by optimizing ticket pricing based on demand.

We saw success in this area globally this year, by increasing the price for our best available seats in our amphitheaters and arenas by double-digits.

Our Concerts operating results for the year improved over the prior year largely due to the impact of these business improvements and strategic initiatives.

In our North America market, we continue to secure deals with innovative, market-leading brands.

Our investment in new venue and festival products has grown our onsite sponsorship revenue while we develop new streaming opportunities and other content to support our online business.

In Europe, we capitalized on our strong network of festivals, growing our sponsorship revenue on existing shows while adding revenue streams for newly-acquired events.

This increase was largely due to a 6% growth in fee-bearing ticket sales globally to over 217 million tickets in 2018, largely driven by increased sales for concert events.

Operating results for Ticketing were up this year due to improved business performance as well as the impact of the legal settlement accrued in 2017.

| | | | | | | | | |

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

| | |

| --- | --- |

We use AOI to evaluate the performance of our operating segments.

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

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

| 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 2016 | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Concerts | $ | (63,290 | ) | | $ | 10,459 | | | $ | (61 | ) | | $ | 194,715 | | | $ | — | | | $ | 7,315 | | | $ | 149,138 | |

| Sponsorship & Advertising | 228,105 | | | | 1,295 | | | | — | | | | 18,206 | | | | — | | | | — | | | | 247,606 | | |

| Ticketing | 174,491 | | | | 3,699 | | | | 68 | | | | 98,290 | | | | 87,635 | | | | 1,095 | | | | 365,278 | | |

| Other and Eliminations | (14,675 | | ) | | 234 | | | | — | | | | 2,940 | | | | (2,568 | | ) | | 207 | | | | (13,862 | | ) |

| Corporate | (129,691 | | ) | | 17,036 | | | | 117 | | | | 4,433 | | | | — | | | | 85 | | | | (108,020 | | ) |

| Total | $ | 194,940 | | | $ | 32,723 | | | $ | 124 | | | $ | 318,584 | | | $ | 85,067 | | | $ | 8,702 | | | $ | 640,140 | |

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

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

_____________

| | AOI is defined and reconciled to operating income (loss) above. |

Excluding the increase of $25.6 million related to currency impacts, revenue increased $852.4 million, or 11%, primarily due to increased arena and festival activity globally, higher North America amphitheater activity, including increased ancillary revenue per fan, and more shows in our North America theater and clubs.

2017 Compared to 2016

The reduced operating results for Concerts for the year ended December 31, 2017 were primarily driven by a $20.0 million goodwill impairment related to our artist services (non-management) business, higher compensation costs associated with salary increases and headcount growth, including recent acquisitions, startup costs for new venues we are now operating and changes in the fair value of contingent consideration.

The goodwill impairment was recorded in the fourth quarter of 2017 in connection with our annual impairment test discussed in “—Critical Accounting Policies—Goodwill.” These impacts were

partially offset by strong operating results for our events noted above, increased ancillary revenue per fan at our amphitheaters and higher commissions in the management business.

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

We believe that we are the largest live entertainment company in the world, connecting over [removed: 570] [added: 580] million fans across all of our concerts and ticketing platforms in [removed: approximately 44] [added: 46] countries during [removed: 2018.][added: 2019.]

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: 93] [added: 98] million fans to [removed: almost 35,000] [added: more than 40,000] events for over [removed: 4,500] [added: 5,000] artists in [removed: 2018.][added: 2019.]

Live Nation owns, operates, has exclusive booking rights for or has an equity interest in [removed: 237] [added: 273] venues, including [removed: House] [added: *House] of [removed: Blues®] [added: Blues*®] music venues and prestigious locations such as [removed: The Fillmore®] [added: *The Fillmore*®] in San Francisco, the Hollywood Palladium, the Ziggo Dome in Amsterdam, 3Arena in Ireland, Royal Arena in Copenhagen and Spark Arena in New Zealand.

As of December 31, [removed: 2018,] [added: 2019,] we had nearly 110 managers providing services to more than [removed: 400] [added: 500] artists.

Ticketmaster provides ticket sales, ticket resale services and marketing and distribution globally through [removed: www.ticketmaster.com] [added: *www.ticketmaster.com*] and [removed: www.livenation.com] [added: *www.livenation.com*] and our other websites, [added: mobile apps,] numerous retail outlets and call centers, selling over [removed: 480] [added: 485] million tickets in [removed: 2018] [added: 2019] through our systems.

Ticketmaster serves [removed: approximately 12,000] [added: nearly 11,500] clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, festival and concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.

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

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

Our strategy is to grow our leadership position in live entertainment, [removed: to] promote more shows, sell more tickets and partner with more sponsors, thereby increasing our revenue, earnings and cash flow.

[removed: | • | Expand our Concert Platform.] We will deliver more shows, grow our fan base and increase our ticket sales by continuing to build our portfolio of concerts globally, expanding our business into additional top global music markets, and further building our presence in existing markets. [removed: Through our strong partnership with artist managers, we believe we can continue to expand our concert base by delivering strong and consistent services to our artist managers and their clients. |]

[removed: | • | Grow] [added: - *Grow] our Revenue per [removed: Show.] [added: Show.*] We will grow our revenue per show across our venues through more effective ticket pricing, broader ticketing distribution and more targeted promotional marketing. [removed: We will also grow our onsite fan monetization through improved onsite products, merchandising, and enhanced buying experiences for our fans. |]

[removed: | • | Grow Sponsorship and Advertising Partnerships.] We will [removed: continue to drive growth in our sponsorship relationships and capture a larger share of the global music sponsorship market. We will] focus on expanding existing partnerships and developing new corporate sponsor partners to provide them with targeted strategic programs, accessing our nearly [removed: 93] [added: 98] million fans attending our shows each year. [removed: We will continue to develop and to scale new products in order to drive onsite revenue. |]

[removed: Our Strengths][added: Our Strengths]

[removed: | • | Fans. During 2018, we connected over 570 million fans to their favorite live event.] Our database of fans and their interests provides us with the means to efficiently market our shows to them. [removed: |]

[removed: | • | Artists.] We have extensive relationships with artists ranging from those just beginning their careers to established superstars. [removed: In 2018, we promoted shows or tours for over 4,500 artists globally. In addition, through our artist management companies, we manage more than 400 artists. |]

[removed: | • | Sponsors.] We employ a sales force of over [removed: 450] [added: 500] people that worked with [removed: over 1,000] [added: nearly 1,200] sponsors during [removed: 2018,] [added: 2019,] through a combination of strategic partnerships, local venue-related deals, national agreements and digital campaigns, both in North America and internationally. [removed: Our sponsors include some of the most well-recognized national and global brands including Citibank, O2, American Express, Pepsi, Cisco, Hilton and Anheuser Busch (each of these brands is a registered trademark of the sponsor). |]

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

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

We operate in the following main industries within the live entertainment business: live music events, music venue operations, the provision of management and other services to [removed: artists,] [added: artists and athletes, ticketing services and] sponsorship and advertising [removed: sales, and ticketing services.][added: sales.]

Booking agents then [removed: contact] [added: work with] promoters, who will contract with them or with artists directly, to arrange events.

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

[removed: Our Business][added: Our Business]

Our reportable segments are Concerts, [added: Ticketing and] Sponsorship & [removed: Advertising and Ticketing.][added: Advertising.]

Including intersegment revenue, our Concerts business generated [removed: $8.8] [added: $9.4] billion, or [removed: 81.3%,] [added: 81.6%,] of our total revenue during [removed: 2018.][added: 2019.]

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

Including intersegment revenue, our Sponsorship & Advertising business generated [removed: $504] [added: $590.3] million, or [removed: 4.7%,] [added: 5.1%,] of our total revenue during [removed: 2018.][added: 2019.]

During [removed: the year ended December 31, 2018,] [added: 2019,] we sold [removed: 52%, 43%, 4%] [added: 48%, 48%, 3%] and 1% of primary tickets through these channels, respectively.

Including intersegment revenue, our Ticketing business generated $1.5 billion, or [removed: 14.2%,] [added: 13.4%,] of our total revenue during [removed: 2018,] [added: 2019,] which excludes the face value of tickets sold and is net of the fees paid to our ticketing clients.

Through all of our ticketing services, we sold [removed: 217] [added: 220] million tickets in [removed: 2018] [added: 2019] on which we were paid fees for our services.

In addition, approximately [removed: 265] [added: 267] million tickets were sold using our Ticketmaster systems, including through season seat packages, our venue clients’ box offices, and other channels through which we [removed: do] [added: did] not receive a fee.

[removed: Live] [added: Live] Nation Venue [removed: Details][added: Details]

[removed: | • | Stadiums—Stadiums are multi-purpose facilities, often housing local sports teams. Stadiums typically have 30,000 or more seats.] Although they are the largest venues available for live music, they are not specifically designed for live music. [removed: |]

[removed: | • | Amphitheaters—Amphitheaters are generally outdoor venues with between 5,000 and 30,000 seats that are used primarily in the summer season.] We believe they are popular because they are designed specifically for concert events, with premium seat packages and better lines of sight and acoustics. [removed: |]

[removed: | • | Arenas—Arenas are indoor venues that are used as multi-purpose facilities, often housing local sports teams. Arenas typically have between 5,000 and 20,000 seats.] Because they are indoors, they are able to offer amenities that other similar-sized outdoor venues cannot, such as luxury suites and premium club memberships. [removed: As a result, we believe they are popular for higher-priced concerts aimed at audiences willing to pay for these amenities. |]

[removed: | • | Theaters—Theaters are indoor venues that are built primarily for music events, but may include theatrical performances. These venues typically have a capacity of between 1,000 and 6,500.] Theaters represent less risk to concert promoters because they have lower fixed costs associated with hosting a concert and may provide a more appropriately-sized venue for developing artists and more artists in general. [removed: Because these venues have a smaller capacity than an amphitheater or arena, they do not offer as much economic upside on a per show basis. |]

[removed: | • | Clubs—Clubs are indoor venues that are built primarily for music events, but may also include comedy clubs. These venues typically have a capacity of less than 1,000 and often without full fixed seating.] Because of their small size, they do not offer as much economic upside, but they also represent less risk to a concert promoter because they have lower fixed costs associated with hosting a concert and also may provide a more appropriately-sized venue for developing artists. [removed: Clubs can also be used year-round. |]

[removed: | • | House of Blues—House of Blues venues are our branded indoor venues that offer customers an integrated live music and dining experience. The live music halls are specially designed to provide optimum acoustics and typically can accommodate between 1,000 to 2,000 guests. A full-service restaurant and bar is located adjacent to the live music hall.] We believe that the strength of the brand and the quality of the food, service and unique atmosphere in our restaurants attract customers to these venues independently from [removed: an entertainment] [added: a live music] event and generate a significant amount of repeat business from local customers. [removed: |]

[removed: | • | Festival Sites—Festival] [added: - *Festival Sites*—Festival] sites are outdoor locations used primarily in the summer season to stage large single-day or multi-day concert events featuring several artists on multiple stages. [removed: Depending on the location, festival site capacities can range from 10,000 to over 100,000 fans per day. We believe they are popular because of the value provided to the |]

[added: We believe they are popular because of the value provided to the] fan by packaging several artists together for an event.

*•Expand our Concert Platform*.

Through our strong partnership with artist managers, we believe we can continue to expand our concert base by delivering strong and consistent services to our artist managers and their clients.

We will also grow our onsite fan monetization through improved onsite products, merchandising, and enhanced experiences for our fans.

*•Sell More Tickets and Invest in Product Improvements*.

We are focused on selling tickets through a wide set of sales channels, including mobile and online, and leveraging our fan database.

We will continue to enhance our API features to reach a broader audience and expand our digital ticketing rollout, strengthening control over distribution for all parties and creating new and unique marketing opportunities.

We will grow the volume of secondary tickets sold through a trusted environment for fan ticket exchanges, allowing our fans to have a dependable, secure destination for secondary ticket acquisition for all events.

We will continue to invest in our ticketing platforms and develop innovative products to build fan traffic to our sales channels, drive increased ticket sales, and continue to build our client base.

*•Grow Sponsorship and Advertising Partnerships*.

We will continue to drive growth in our sponsorship relationships and capture a larger share of the global music sponsorship market.

We will continue to develop and to scale new products in order to drive onsite revenue.

*•Fans*.

During 2019, we connected over 580 million fans to their favorite live event.

*•Artists*.

In 2019, we promoted shows or tours for over 5,000 artists globally.

In addition, through our artist management companies, we manage more than 500 artists.

*•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 websites, *www.livenation.com* and *www.ticketmaster.com*, together with our other branded ticketing websites, are designed to promote ticket sales for live events.

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 41 countries worldwide.

In addition, we own, operate, have exclusive booking rights for, or have an equity interest in, 273 venues located across 19 countries as of the end of 2019, making us, we believe, the second largest operator of music venues in the world.

We also believe that we are one of the largest music festival producers in the world with 111 festivals globally.

In addition, we believe that our global ticketing distribution network—which includes one of the largest ecommerce sites and related apps along with nearly 11,500 clients worldwide—makes us the largest ticketing network in the world.

*•Sponsors*.

Our sponsors include some of the most well-recognized national and global brands including Citibank, O2, American Express, Cisco, Hilton, Red Bull and Anheuser Busch (each of these brands is a registered trademark of the sponsor).

*Concerts*.

We promoted more than 40,000 live music and other events in 2019, including Metallica, Ariana Grande, Bon Jovi, P!nk and Backstreet Boys and through festivals including Rock in Rio, Austin City Limits, Lollapolooza, Electric Daisy Carnival, Rock Werchter, Reading and Bonnaroo.

*Ticketing*.

*Sponsorship & Advertising*.

- *Stadiums*—Stadiums are multi-purpose facilities, often housing local sports teams.

Stadiums typically have 30,000 or more seats.

- *Amphitheaters*—Amphitheaters are generally outdoor venues with between 5,000 and 30,000 seats that are used primarily in the summer season.

- *Arenas*—Arenas are indoor venues that are used as multi-purpose facilities, often housing local sports teams.

Arenas typically have between 5,000 and 20,000 seats.

As a result, we believe they are popular for higher-priced concerts aimed at audiences willing to pay for these amenities.

- *Theaters*—Theaters are indoor venues that are built primarily for music events, but may include theatrical performances.

These venues typically have a capacity of between 1,000 and 6,500.

| | |

| --- | --- |

| • | Sell More Tickets and Invest in Product Improvements. We are focused on selling tickets through a wide set of sales channels, including mobile and online, and leveraging our fan database. We will continue to enhance our API features to reach a broader audience and expand our digital ticketing rollout, strengthening control distribution for all parties and creating new and unique marketing opportunities. We will grow the volume of secondary tickets sold through a trusted environment for fan ticket exchanges, allowing our fans to have a dependable, secure destination for secondary ticket acquisition for all events. We will continue to invest in our ticketing platforms and develop innovative products to build fan traffic to our sales channels, drive increased ticket sales, and continue to build our client base. |

| • | 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 websites, www.livenation.com and www.ticketmaster.com, together with our other branded ticketing websites, are designed to promote ticket sales for live events. 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 40 countries worldwide. In addition, we own, operate, have exclusive booking rights for, or have an equity interest in, 237 venues located across 11 countries as of the end of 2018, making us, we believe, the second largest operator of music venues in the world. We also believe that we are one of the largest music festival producers in the world with 104 festivals globally. In addition, we believe that our global ticketing distribution network—which includes one of the largest ecommerce sites and apps, with over 61 million downloads and approximately 12,000 clients worldwide—makes us the largest ticketing network in the world. |

Concerts.

We promoted almost 35,000 live music and other events in 2018, including artists such as Beyoncé and Jay-Z, P!nk, Kevin Hart, Justin Timberlake, Imagine Dragons and Bruno Mars and through festivals such as Austin City Limits, Lollapolooza, Electric Daisy

Carnival, Rock Werchter, Reading and Download.

Sponsorship & Advertising.

Ticketing.

Where we have exclusive venue contracts, clients may not utilize, authorize or promote the services of third-party ticketing companies or technologies while under contract with us.

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| House of Blues | | 1,000 - 2,000 | | 2 | | | 9 | | | — | | | — | | | — | | | 11 | |

As of December 31, 2018, we employed approximately 13,000 seasonal and

| | | | | |

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

Prior to that, Ms. Howe was most recently a partner at McKinsey & Company, after joining them in 1999.

Financial Statements and Supplementary Data—Note [removed: 6—Commitments] [added: 7—Commitments] and Contingent Liabilities.

[removed: PART] [added: PART] II—FINANCIAL [removed: INFORMATION][added: INFORMATION]

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

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

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

[removed: Form 10-K][added: Form 10-K]

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

[removed: For] [added: For] the fiscal year ended December 31, [removed: 2018,][added: 2019,]

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

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

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

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

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

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

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

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

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

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

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

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

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

| [removed: Title] [added: Title] of Each [removed: Class] [added: Class] | [removed: Name] [added: | | | | | Trading Symbol(s) | | | | | | Name] of Each Exchange on which [removed: Registered] [added: Registered] | [added: | |]

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

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

[removed: None][added: None]

[removed: ¨] [added: ☐] Yes x No

| Large [removed: accelerated filer] [added: Accelerated Filer] | [added: | |] x | | [added: | | | |] Accelerated [removed: filer] [added: Filer] | [added: | |] ¨ | [added: | | | | | | | | | | |]

| Non-accelerated [removed: filer] [added: Filer] | [added: | |] ¨ | | [added: | | | |] Smaller [removed: reporting company] [added: Reporting Company] | [removed: ¨] | [added: | ☐ | | | | | | | | | | | |]

| | | | [added: | | | | | |] Emerging [removed: growth company] [added: Growth Company] | [removed: ¨] | [added: | ☐ | | | | | | | | | | | |]

| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | | [added: | | | | | | | | | | | | | | | | |] ¨ | [added: | |]

On June 30, [removed: 2018,] [added: 2019,] 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: $6.7] [added: $9.3] billion.

On February [removed: 21, 2019,] [added: 20, 2020,] there were [removed: 210,898,225] [added: 214,531,042] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 2,086,092] [added: 3,575,284] shares of unvested restricted [added: and deferred] stock awards and excluding 408,024 shares held in treasury.

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

Portions of our Definitive Proxy Statement for the [removed: 2019] [added: 2020] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

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

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| [removed: PART I] [added: PART I] | | | [added: | | | | | | | | |]

| ITEM 1. | [removed: [BUSINESS](#sE7BBEDBBB13B8798DB2B00941EA58A6B)] | [removed: [2](#sE7BBEDBBB13B8798DB2B00941EA58A6B)] | [added: [BUSINESS](#id0c8c2a6172f40fa92554b30891afdae_16) | | | [2](#id0c8c2a6172f40fa92554b30891afdae_16) | | | | | |]

| ITEM 1A. | [added: | |] [RISK [removed: FACTORS](#s2A6963C3DEF6C6619C3200942047C04B)] [added: FACTORS](#id0c8c2a6172f40fa92554b30891afdae_46)] | [removed: [11](#s2A6963C3DEF6C6619C3200942047C04B)] | [added: | [12](#id0c8c2a6172f40fa92554b30891afdae_46) | | | | | |]

| ITEM 1B. | [added: | |] [UNRESOLVED STAFF [removed: COMMENTS](#s47AF20DE01C5BFBAAC7A009420786B1F)] [added: COMMENTS](#id0c8c2a6172f40fa92554b30891afdae_49)] | [removed: [25](#s47AF20DE01C5BFBAAC7A009420786B1F)] | [added: | [28](#id0c8c2a6172f40fa92554b30891afdae_49) | | | | | |]

| ITEM 2. | [removed: [PROPERTIES](#sE87A73D29C9E6571CB2700942099C67D)] | [removed: [25](#sE87A73D29C9E6571CB2700942099C67D)] | [added: [PROPERTIES](#id0c8c2a6172f40fa92554b30891afdae_52) | | | [28](#id0c8c2a6172f40fa92554b30891afdae_52) | | | | | |]

| ITEM 3. | [added: | |] [LEGAL [removed: PROCEEDINGS](#s8EF4BD464EF09F074494009420CC7436)] [added: PROCEEDINGS](#id0c8c2a6172f40fa92554b30891afdae_55)] | [removed: [25](#s8EF4BD464EF09F074494009420CC7436)] | [added: | [28](#id0c8c2a6172f40fa92554b30891afdae_55) | | | | | |]

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or

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LIVE NATION ENTERTAINMENT, INC.

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LIVE NATION ENTERTAINMENT, INC.

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10-K 1 lyv-20181231x10k.htm 10-K

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_____________________

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

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As of December 31, [removed: 2018,] [added: 2019,] we own, operate or lease [removed: 120] [added: 143] entertainment venues [removed: and 144 other facilities, including office leases,] throughout North America and [removed: 37] [added: 79] entertainment venues [removed: and 118 other facilities] internationally.

We also lease office space and other facilities in 41 countries that support our Concerts, Ticketing and Sponsorship & Advertising segment operations.

There were [removed: 3,402] [added: 3,249] stockholders of record as of February [removed: 21, 2019.][added: 20, 2020.]

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

From inception and through December 31, [removed: 2018,] [added: 2019,] we have not declared or paid any dividends.

[removed: Recent] [added: Recent] Sales of Unregistered [removed: Securities][added: Securities]

Purchase of Equity Securities

The following table provides information regarding repurchases of our common stock during the year ended December 31, 2019.

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| Period | | | | | | Total Number of Shares Purchased (1) | | | | | | Average Price Paid per Share (1) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program (2) | | | | | | Maximum Fair Value of Shares that May Yet Be Purchased Under the Program (2) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| January 2019 | | | | | | 7,979 | | | | | | $52.87 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| February 2019 | | | | | | 12,846 | | | | | | $54.20 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| March 2019 | | | | | | 129,479 | | | | | | $63.32 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| April 2019 | | | | | | 10,162 | | | | | | $64.91 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| May 2019 | | | | | | 4,366 | | | | | | $64.68 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| June 2019 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| July 2019 | | | | | | 1,115 | | | | | | $70.33 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| August 2019 | | | | | | 1,600 | | | | | | $72.11 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| September 2019 | | | | | | 1,843 | | | | | | $68.06 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| October 2019 | | | | | | 2,030 | | | | | | $69.40 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| November 2019 | | | | | | 38,106 | | | | | | $66.02 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| December 2019 | | | | | | 30,282 | | | | | | $69.96 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 239,808 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (1) Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards under our stock incentive plan. Pursuant to the terms of our stock plan, such shares revert to available shares under the plan. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| (2) We do not have a publicly announced program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced program. See footnote (1). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

None.

On December 10, 2018, we issued 28 shares of common stock to a holder of our 2.5% convertible senior notes due 2019 in respect of such holder’s election to convert $1,000 principal amount of notes in accordance with the conversion rights set forth in the indenture governing the notes.

The shares of common stock issued in the transaction were valued using a conversion rate of 28.8363 shares issuable per $1,000 principal amount of notes converted (with cash paid in lieu of fractional shares), as set forth in the indenture, representing an implied conversion price of $34.68 per share.

We relied upon the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof for transactions not involving a public offering.

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

| | [removed: 2018] | | [added: 2019] | | [removed: 2017 (1)] | | | | [removed: 2016 (1)] [added: 2018] | | | | [removed: 2015 (1)] | | [added: 2017] | | [removed: 2014 (1)] | | | [added: | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| [removed: Results] [added: Results] of Operations [removed: Data (2):] [added: Data (1):] | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Revenue | [added: | |] $ | [added: 11,547,969 | | | | | $ |] 10,787,800 | | | [added: | |] $ | 9,687,222 | | | [added: | |] $ | 7,826,336 | | | [added: | |] $ | 6,776,584 | | | [removed: $] | [removed: 6,413,668] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Operating income [removed: (3)] [added: (2)] | [added: | |] $ | [added: 324,844 | | | | | $ |] 272,536 | | | [added: | |] $ | 91,397 | | | [added: | |] $ | 194,940 | | | [added: | |] $ | 131,372 | | | [removed: $] | [removed: 7,164] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Income (loss) before income taxes [removed: (3)] [added: (2)] | [added: | |] $ | [added: 185,104 | | | | | $ |] 131,105 | | | [added: | |] $ | [removed: (9,380] [added: (9,380)] | [removed: )] | | [added: | |] $ | 48,326 | | | [removed: $] | [added: |] 6,353 | | | [removed: (99,820] | | [removed: )] | [added: | | | | | | | | | | | | | | | | | | | | |]

| Net income (loss) attributable to common stockholders of Live Nation [removed: (4)] [added: (3)] | [added: | |] $ | [added: 69,889 | | | | | $ |] 60,249 | | | [added: | |] $ | [removed: (6,015] [added: (6,015)] | [removed: )] | | [added: | |] $ | 2,942 | | | [added: | |] $ | [removed: (32,508] [added: (32,508)] | [removed: )] | | [removed: $] | [removed: (90,807] | [removed: )] | [added: | | | | | | | | | | | | | | | | | | | |]

| Basic and diluted net loss available to common stockholders of Live Nation | [added: | |] $ | [removed: (17,651] [added: (4,882)] | [removed: )] | | [added: | |] $ | [removed: (97,646] [added: (17,651)] | [removed: )] | | [added: | |] $ | [removed: (47,010] [added: (97,646)] | [removed: )] | | [added: | |] $ | [removed: (65,687] [added: (47,010)] | [removed: )] | | [added: | |] $ | [removed: (96,467] [added: (65,687)] | [removed: )] | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Basic and diluted net loss per common share available to common stockholders of Live Nation [removed: (5)] [added: (4)] | [added: | |] $ | [removed: (0.09] [added: (0.02)] | [removed: )] | | [added: | |] $ | [removed: (0.48] [added: (0.09)] | [removed: )] | | [added: | |] $ | [removed: (0.23] [added: (0.48)] | [removed: )] | | [added: | |] $ | [removed: (0.33] [added: (0.23)] | [removed: )] | | [added: | |] $ | [removed: (0.49] [added: (0.33)] | [removed: )] | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash dividends per share | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | | [added: | |] $ | — | | [added: | | | | | | | | | | | | | | | | | | | | | | | |]

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

| | [removed: 2018] | | [added: 2019] | | [removed: 2017] | | | | [removed: 2016] [added: 2018] | | | | [removed: 2015] | | [added: 2017] | | [removed: 2014] | | | [added: | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| [removed: Balance] [added: Balance] Sheet [removed: Data (2):] [added: Data (1):] | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Total assets [added: (5)] | [added: | |] $ | [added: 10,975,615 | | | | | $ |] 8,496,886 | | | [added: | |] $ | 7,504,263 | | | [added: | |] $ | 6,764,266 | | | [added: | |] $ | 6,156,241 | | | [removed: $] | [removed: 5,968,361] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Long-term debt, net (including current maturities) | [added: | |] $ | [added: 3,309,057 | | | | | $ |] 2,815,020 | | | [added: | |] $ | 2,299,959 | | | [added: | |] $ | 2,313,053 | | | [added: | |] $ | 2,045,014 | | | [removed: $] | [removed: 2,043,400] | | [added: | | | | | | | | | | | | | | | | | | | |]

| Redeemable noncontrolling interests | [added: | |] $ | [added: 449,498 | | | | | $ |] 329,355 | | | [added: | |] $ | 244,727 | | | [added: | |] $ | 347,068 | | | [added: | |] $ | 263,715 | | | [removed: $] | [removed: 168,855] | | [added: | | | | | | | | | | | | | | | | | | | |]

| [removed: (1)] [added: (5)] | [removed: Financial data has been adjusted for the impact] [added: | | Total assets as] of [added: December 31, 2019 includes operating lease assets of $1.4 billion as a result of] our adoption of the new [removed: revenue recognition standard] [added: lease accounting guidance] on January 1, [removed: 2018.] [added: 2019.] See Item [removed: 8.—Financial] [added: 8. Financial] Statements and Supplementary Data—Note 1—The Company and Summary of Significant Accounting Policies for further [removed: discussion.] [added: discussion of the impacts of the new lease guidance.] | [added: | |]

| [removed: (2)] [added: (1)] | [added: | |] Acquisitions and dispositions along with changes in foreign exchange rates can significantly impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data. | [added: | |]

| [removed: (3)] [added: (2)] | [added: | |] The year ended December 31, 2017 includes the accrual of a $110.0 million legal settlement entered into in January 2018. In addition, the years ended December 31, [removed: 2018, 2017] [added: 2018] and [removed: 2014,] [added: 2017,] include $10.5 [removed: million, $20.0] million and [removed: $135.0] [added: $20.0] million, respectively, of goodwill impairments recorded in conjunction with our annual impairment tests. | [added: | |]

| [removed: (4)] [added: (3)] | [added: | |] The year ended December 31, 2017 includes the accrual of a $110.0 million legal settlement entered into in January 2018, and a $55.7 million income tax benefit from the 2017 United States tax reform change. See Item 8. Financial Statements and Supplementary Data—Note [removed: 8—Income] [added: 9—Income] Taxes for further discussion of the 2017 tax reform change. In addition, the years ended December 31, [removed: 2018, 2017] [added: 2018] and [removed: 2014,] [added: 2017,] include $10.5 [removed: million, $20.0] million and [removed: $97.4] [added: $20.0] million, respectively, of goodwill [removed: impairments, net of the noncontrolling interests share of the 2014 impairments,] [added: impairments] recorded in conjunction with our annual impairment tests. | [added: | |]

| [removed: (5)] [added: (4)] | [added: | |] The year ended December 31, 2018 includes a loss of $0.05 per common share, on a basic and diluted basis, from the impact of the goodwill impairment. The year ended December 31, 2017 includes a loss of $0.36 per common share from the impact of the legal settlement and goodwill impairment offset by the tax benefit from the 2017 tax reform change. [removed: The year ended December 31, 2014 includes a loss of $0.48 per common share from the net impact of the goodwill impairments.] | [added: | |]

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[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on the Financial [removed: Statements][added: Statements]

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] the related consolidated statements of operations, comprehensive income (loss), changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] and the related notes and financial statement schedule listed in the index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2018,] [added: 2019,] 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) (PCAOB), the [removed: Company’s] [added: Company's] internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 28, 2019] [added: 27, 2020,] expressed an unqualified opinion thereon.

[removed: Adoption] [added: Adoption] of New Accounting [removed: Standard][added: Standard]

As discussed in Note 1 to the consolidated financial statements, the Company changed its method [removed: for revenue recognition] [added: of accounting] for [removed: the years ended December 31, 2018, 2017 and 2016.][added: leases in 2019.]

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

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

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

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

| | [removed: 2018] | | | | [removed: 2017] | [added: 2019] | | [added: | | | | 2018 | | | | | | 2017 | | | | | | | | | | | | | | | | | |]

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

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

| Current assets | | | | | | | | [added: | | | | | | | | | |]

| Cash and cash equivalents | [added: | |] $ | [removed: 2,371,540] [added: 2,470,362] | | | [added: | |] $ | [removed: 1,825,322] [added: 2,371,540] | | [added: | | | | | |]

| Accounts receivable, less allowance of [removed: $34,225 and $32,755 in 2018] [added: $50,516] and [removed: 2017,] [added: $34,225,] respectively | [added: | | 994,606 | | | | | |] 829,320 | | | | [removed: 725,304] | | | [added: | |]

| Prepaid expenses | [added: | | 667,044 | | | | | |] 597,866 | | | | [removed: 546,713] | | | [added: | |]

| Restricted cash | [added: | | 3,880 | | | | | |] 6,663 | | | | [removed: 3,500] | | | [added: | |]

| Other current assets | [added: | | 57,007 | | | | | |] 42,685 | | | | [removed: 51,903] | | | [added: | |]

| [removed: Total] [added: Total] current [removed: assets] [added: assets] | [added: | | 4,192,899 | | | | | |] 3,848,074 | | | | [removed: 3,152,742] | | | [added: | |]

[removed: | Property, plant] [added: Property, Plant] and [removed: equipment | | | | | | | |][added: Equipment]

| Land, buildings and improvements | [added: | | $ | 1,181,876 | | | | | $ |] 984,558 | | | | [removed: 955,937] | | | [added: |]

| Computer equipment and capitalized software | [added: | | 800,990 | | | | | |] 742,737 | | | | [removed: 610,924] | | | [added: | |]

| Furniture and other equipment | [added: | | 380,174 | | | | | |] 329,607 | | | | [removed: 312,962] | | | [added: | |]

| Construction in progress | [added: | | 176,275 | | | | | |] 160,028 | | | | [removed: 133,906] | | | [added: | |]

| Less accumulated depreciation | [added: | | 1,421,383 | | | | | |] 1,270,337 | | | | [removed: 1,127,793] | | | [added: | |]

| Intangible assets | | | | | | | | [added: | | | | | | | | | |]

| Definite-lived intangible assets, net | [added: | | 870,141 | | | | | |] 661,451 | | | | [removed: 729,265] | | | [added: | |]

| Indefinite-lived intangible assets | [added: | | 368,954 | | | | | |] 368,854 | | | | [removed: 369,023] | | | [added: | |]

| Goodwill | [added: | | 1,998,498 | | | | | |] 1,822,943 | | | | [removed: 1,754,589] | | | [added: | |]

| Long-term advances | [added: | | 593,699 | | | | | |] 420,891 | | | | [removed: 359,528] | | | [added: | |]

| Other long-term assets | [added: | | 431,473 | | | | | |] 428,080 | | | | [removed: 253,180] | | | [added: | |]

| [removed: Total assets] [added: Total assets] | [added: | |] $ | [removed: 8,496,886] [added: 10,975,615] | | | [added: | |] $ | [removed: 7,504,263] [added: 8,496,886] | | [added: | | | | | |]

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

| Current liabilities | | | | | | | | [added: | | | | | | | | | |]

| Accounts payable, client accounts | [added: | |] $ | [removed: 1,037,162] [added: 1,005,888] | | | [added: | |] $ | [removed: 948,637] [added: 1,037,162] | | [added: | | | | | |]

| Accounts payable | [added: | | 100,237 | | | | | |] 90,253 | | | | [removed: 85,666] | | | [added: | |]

| Accrued expenses | [added: | | 1,391,486 | | | | | |] 1,245,465 | | | | [removed: 1,109,246] | | | [added: | |]

| Deferred revenue | [added: | | 1,391,032 | | | | | |] 1,227,797 | | | | [removed: 925,220] | | | [added: | |]

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.

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| | | | Goodwill - Artist Management Reporting Unit | | |

| *Description of the Matter* | | | At December 31, 2019, the goodwill recorded in the Artist Management reporting unit was $309 million. As discussed in Note 2 to the consolidated financial statements, goodwill is tested by the Company’s management for impairment at least annually at the reporting unit level. Auditing the Company’s annual goodwill impairment test was complex due to the significant judgment in estimating the fair value of the reporting units when a quantitative assessment of fair value is performed and the fair value is at or near carrying value. In particular, the Artist Management reporting unit was evaluated using a quantitative assessment to determine whether or not goodwill was impaired. The fair value estimate for this reporting unit was sensitive to assumptions including the discount rate and revenue growth rates which are affected by expectations about future market or economic conditions. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process. This includes controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s Artist Management reporting unit, we performed audit procedures with the assistance of our valuation specialists that included, among others, assessing methodologies and testing the significant assumptions discussed above and the underlying data used by the Company in its analysis. We compared the significant assumptions used by management to current industry and economic trends. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the Artist Management reporting unit that would result from changes in the assumptions. | | |

February 27, 2020

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| Property, plant and equipment, net | | | 1,117,932 | | | | | | 946,593 | | | | | | | | |

| Operating lease assets | | | 1,402,019 | | | | | | — | | | | | | | | |

| Current portion of operating lease liabilities | | | 121,950 | | | | | | — | | | | | | | | |

| Long-term operating lease liabilities | | | 1,374,481 | | | | | | — | | | | | | | | |

LIVE NATION ENTERTAINMENT, INC.

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

| Interest expense | | | | | | 157,521 | | | | | | 140,976 | | | | | | 107,770 | | | | | | | | | | | | | | | | | |

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LIVE NATION ENTERTAINMENT, INC.

LIVE NATION ENTERTAINMENT, INC.

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February 28, 2019

| | | | | | | | |

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

| | 2,216,930 | | | | 2,013,729 | | |

| | 946,593 | | | | 885,936 | | |

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

| | | | | | | (as adjusted) | | | | (as adjusted) | | |

| Interest expense | | 138,505 | | | | 106,722 | | | | 106,506 | | |

| Loss on extinguishment of debt | | 2,471 | | | | 1,048 | | | | 14,049 | | |

| Balances at December 31, 2015 | | 202,030,582 | | | $ | 2,020 | | | $ | 2,428,566 | | | $ | (1,075,111 | ) | | $ | (6,865 | ) | | $ | (111,657 | ) | | $ | 209,966 | | | $ | 1,446,919 | | | $ | 263,715 | |

| Exercise of stock options | | 1,062,936 | | | 11 | | | | 20,288 | | | | — | | | | — | | | | — | | | | — | | | | 20,299 | | | | — | | |

| Acquisitions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 40,697 | | | | 40,697 | | | | 72,560 | | |

| Divestitures | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (1,856 | | ) | | (1,856 | | ) | | — | | |

| Purchases of noncontrolling interests | | — | | | — | | | | (49,111 | | ) | | — | | | | — | | | | — | | | | (14,049 | | ) | | (63,160 | | ) | | (12,674 | | ) |

| Sales of noncontrolling interests | | — | | | — | | | | 1,424 | | | | — | | | | — | | | | — | | | | 427 | | | | 1,851 | | | | — | | |

| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (34,285 | | ) | | (34,285 | | ) | | (20,846 | | ) |

| Other | | — | | | — | | | | (105 | | ) | | — | | | | — | | | | — | | | | (399 | | ) | | (504 | | ) | | 5 | | |

| Net income (loss) | | — | | | — | | | | — | | | | (6,015 | | ) | | — | | | | — | | | | 20,957 | | | | 14,942 | | | | (7,167 | | ) |

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

| Loss on extinguishment of debt | 2,471 | | | | 1,048 | | | | 14,049 | | |

| Other, net | (6,231 | | ) | | 1,035 | | | | (3,711 | | ) |

A control premium represents the additional value an investor would pay in order to obtain a controlling interest in the respective reporting unit.

Revenue related to larger global tours is also recognized when the show occurs; however, any profits related to these tours, primarily related to music tour production and tour management services, is recognized after minimum revenue guarantee thresholds, if any, have been achieved.

The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of an arrangement.

Through December 31, 2016, the Company used the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding.

In May 2014, the FASB issued a comprehensive new revenue recognition standard that superseded nearly all existing revenue recognition guidance under GAAP.

The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized.

The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services.

The FASB also issued important guidance clarifying certain guidelines of the standard including (1) reframing the indicators in the principal versus agent guidance to focus on evidence that a company is acting as a principal rather than an agent and (2) identifying performance obligations and licensing.

The guidance should be applied retrospectively, either to each prior period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative-effect adjustment as of the date of adoption.

The Company adopted this standard on January 1, 2018, applying it retrospectively to each prior period presented in the financial statements.

The Company elected to use the consideration at the date of contract completion rather than estimating variable consideration in the comparative reporting periods and also elected not to provide disclosure of the amount and expected timing of recognition for consideration allocated to the remaining performance obligations.

Had the Company estimated variable consideration for the comparative periods, it believes it would have resulted in an insignificant shift of revenue recognition between quarters.

The adoption of this guidance did not have an impact to operating income.

For the Ticketing segment, the Company no longer presents payments to certain third parties as an expense and now reflects these payments as a reduction of revenue.

The remaining revenue streams of the Company were not materially impacted by the new guidance.

The table below represents the impact of the adoption to the Company’s consolidated and Ticketing segment’s results of operations for the years ended December 31, 2017 and 2016.

The impact to the consolidated results of operations includes the elimination of intercompany transactions between the Company’s Concerts and Ticketing segments.

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

Based on their evaluation as of December 31, [removed: 2018,] [added: 2019,] 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.

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

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in [removed: Internal] [added: *Internal] Control—Integrated [removed: Framework] [added: Framework*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).

Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2018.][added: 2019.]

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

[removed: Report] [added: Report] of Independent Registered Public Accounting [removed: Firm][added: Firm]

[removed: Opinion] [added: Opinion] on Internal Control over Financial [removed: Reporting][added: Reporting]

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Live Nation Entertainment, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2018,] [added: 2019,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2018] [added: 2019] consolidated financial statements of the Company, and our report dated February [removed: 28, 2019] [added: 27, 2020] expressed an unqualified opinion thereon.

[removed: Basis] [added: Basis] for [removed: Opinion][added: Opinion]

[removed: Definition] [added: Definition] and Limitations of Internal Control Over Financial [removed: Reporting][added: Reporting]

February 27, 2020

February 28, 2019

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

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

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

| [Consolidated Balance Sheets as of December 31, [removed: 2018] [added: 2019] and [removed: 2017](#s61590C15C5936AC80E6C0093EE31D475)] [added: 2018](#id0c8c2a6172f40fa92554b30891afdae_124)] | [removed: [50](#s61590C15C5936AC80E6C0093EE31D475)] | [added: | [54](#id0c8c2a6172f40fa92554b30891afdae_124) | | |]

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sE82CE98D7F0B2EACA7BF0093EEBCCC3E)] [added: 2017](#id0c8c2a6172f40fa92554b30891afdae_130)] | [removed: [51](#sE82CE98D7F0B2EACA7BF0093EEBCCC3E)] | [added: | [55](#id0c8c2a6172f40fa92554b30891afdae_130) | | |]

| [Consolidated Statements of Comprehensive Income [removed: (Loss)] for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#s239ECAAC3A9660041F6A0093EF14AF3E)] [added: 2017](#id0c8c2a6172f40fa92554b30891afdae_133)] | [removed: [52](#s239ECAAC3A9660041F6A0093EF14AF3E)] | [added: | [56](#id0c8c2a6172f40fa92554b30891afdae_133) | | |]

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#sE5729D1260137A1460500093EF33DB76)] [added: 2017](#id0c8c2a6172f40fa92554b30891afdae_136)] | [removed: [53](#sE5729D1260137A1460500093EF33DB76)] | [added: | [57](#id0c8c2a6172f40fa92554b30891afdae_136) | | |]

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016](#s74405A023DA62C75B3620093F0D06255)] [added: 2017](#id0c8c2a6172f40fa92554b30891afdae_139)] | [removed: [54](#s74405A023DA62C75B3620093F0D06255)] | [added: | [60](#id0c8c2a6172f40fa92554b30891afdae_139) | | |]

| [Notes to Consolidated Financial [removed: Statements](#s258507D65F1CEDE4F81D009425F7AB81)] [added: Statements](#id0c8c2a6172f40fa92554b30891afdae_142)] | [removed: [55](#s258507D65F1CEDE4F81D009425F7AB81)] | [added: | [61](#id0c8c2a6172f40fa92554b30891afdae_142) | | |]

The following financial statement schedule for the years ended December 31, [removed: 2018, 2017] [added: 2019, 2018] and [removed: 2016] [added: 2017] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

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

[removed: (c)] Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons.

Under Rule 3-09 of Regulation S-X, we are required to file separate unaudited financial statements of Venta de Boletos por Computadora S.A. de C.V., for the years ended December 31, [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, [removed: 2019.][added: 2020.]

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LIVE NATION ENTERTAINMENT, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

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| Description | | | | | | Balance at Beginning of Period | | | | | | Charges of Costs, Expenses and Other | | | | | | Write-off of Accounts Receivable | | | | | | Other (1) | | | | | | Balance at End of Period | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | *(in thousands)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year ended December 31, 2017 | | | | | | $ | 29,634 | | | | | $ | 16,664 | | | | | $ | (14,846) | | | | | $ | 1,303 | | | | | $ | 32,755 | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Year ended December 31, 2018 | | | | | | $ | 32,755 | | | | | $ | 21,378 | | | | | $ | (19,777) | | | | | $ | (131) | | | | | $ | 34,225 | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Year ended December 31, 2019 | | | | | | $ | 34,225 | | | | | $ | 24,419 | | | | | $ | (7,968) | | | | | $ | (160) | | | | | $ | 50,516 | | | | | | | | | | | | | | | | | | | | | | | | | |

_________________

(1) Foreign currency adjustments and acquisitions.

LIVE NATION ENTERTAINMENT, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Deferred Tax Asset Valuation Allowance

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

| | | | | | | *(in thousands)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Year ended December 31, 2017 | | | | | | $ | 681,566 | | | | | $ | 18,067 | | | | | $ | — | | | | | $ | (103,196) | | | | | $ | 596,437 | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Year ended December 31, 2018 | | | | | | $ | 596,437 | | | | | $ | (8,845) | | | | | $ | — | | | | | $ | (56,950) | | | | | $ | 530,642 | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Year ended December 31, 2019 | | | | | | $ | 530,642 | | | | | $ | 8,536 | | | | | $ | — | | | | | $ | 128,064 | | | | | $ | 667,242 | | | | | | | | | | | | | | | | | | | | | | | | | |

________________________

(1) During 2019, 2018 and 2017, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

The 2017 valuation allowance was also reduced due to the reduction in the federal income tax rate to 21%.

This reduced the previously fully valued United States deferred tax asset.

The 2018 valuation allowance was also reduced for decreases in fully valued deferred tax assets, primarily United States foreign tax credits utilized to offset the transition tax liability under the provisions of the TCJA and declining net operating loss carryforwards due to improved profitability.

| | |

| --- | --- |

Exhibits.

The information in the Exhibit Index of the Annual Report on Form 10-K is incorporated into this Item 15.(a)3 by reference.

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

[removed: SIGNATURES][added: SIGNATURES]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 28, 2019.][added: 27, 2020.]

| By: | [added: | |] /s/ Michael Rapino | [added: | | | | |]

| | [removed: Michael Rapino] | [added: | Michael Rapino | | | | | |]

| | [removed: President] [added: | | President] and Chief Executive [removed: Officer] [added: Officer] | [added: | | | | |]

[removed: POWER] [added: POWER] OF [removed: ATTORNEY][added: ATTORNEY]

| [removed: Name] [added: Name] | | [removed: Title] | | [removed: Date] | [added: | Title | | | | | | Date | | |]

| /s/ Michael Rapino [removed: Michael Rapino] [added: Michael Rapino] | | [added: | | | |] President, Chief Executive Officer and Director | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]

| /s/ Kathy Willard [removed: Kathy Willard] [added: Kathy Willard] | | [added: | | | |] Chief Financial Officer | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]

| /s/ Brian Capo [removed: Brian Capo] [added: Brian Capo] | | [added: | | | |] Chief Accounting Officer | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]

| /s/ Mark Carleton [removed: Mark Carleton] [added: Mark Carleton] | | [added: | | | |] Director | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]

| /s/ Maverick Carter [removed: Maverick Carter] [added: Maverick Carter] | | [added: | | | |] Director | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]

| /s/ Ariel Emanuel [removed: Ariel Emanuel] [added: Ariel Emanuel] | | [added: | | | |] Director | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]

| /s/ Robert Ted Enloe, III [removed: Robert] [added: Robert] Ted Enloe, [removed: III] [added: III] | | [added: | | | |] Director | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]

| [removed: /s/ Ping Fu] [added: /s] Ping Fu [added: Ping Fu] | | [added: | | | |] Director | | [added: | | | |] February [removed: 28, 2019] [added: 27, 2020] | [added: | |]