Live Nation Entertainment (LYV) 10-K risk factor changes: FY2020 vs FY2019

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

In the secondary ticket sales market, we have restrictions on our business that are not faced by our competitors, [removed: which restrictions include those that are self-imposed,] imposed as a result of agreements entered into with the Federal Trade Commission (“FTC”), the Attorneys General of several individual states, and various international governing [removed: bodies, and statutory.][added: bodies.]

These restrictions include: [removed: an obligation to obtain approval from the State of New Jersey as to any material changes to our current linking 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 [removed: to create separate listings] [added: disclose] 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.

[removed: (See the risk factor entitled “We recently] [added: In January 2020, we] 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 [removed: business” below.)][added: business.]

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, [removed: wifi] [added: computer networks] and other communication systems.

System interruption and the lack of integration and redundancy in the information systems and infrastructure, both of our own ticketing systems and other computer systems and of affiliate and third-party software, [removed: wifi] [added: computer networks] and other communications systems service providers on which we rely, may adversely affect our ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.

In addition, despite our best efforts, we may be [added: unaware of or] unable to anticipate these techniques or implement adequate preventative measures.

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”) governs data [removed: privacy.][added: privacy and can result in the imposition of significant fines and penalties.]

New legislation could be passed that may negatively impact our business, such as provisions that have recently been proposed in various jurisdictions that would restrict ticketing [removed: methods, mandate ticket inventory disclosure and attack current policies governing season tickets for sports teams.][added: methods.]

From time to time, other states, Canadian provinces and the federal government have commenced investigations or inquiries [removed: regarding the relationship between us and certain of our subsidiaries and] [added: related to] other aspects of our ticketing business, including a now-settled suit brought by the Canadian Competition Bureau relating to alleged deceptive marketing [removed: practices, as well as other ongoing investigations or inquiries.][added: practices.]

For the year ended December 31, [removed: 2019,] [added: 2020,] our international operations accounted for approximately [removed: 34%] [added: 36%] of our revenue.

We experienced foreign exchange rate operating [removed: losses] [added: income] of [removed: $9.8 million and $1.8] [added: $2.6] million for the [removed: years] [added: year] ended December 31, [removed: 2019 and 2018, respectively,] [added: 2020] and foreign exchange [removed: rate] operating [removed: income] [added: losses] of [removed: $7.2] [added: $9.8] million [added: and $1.8 million for] the [removed: year] [added: years] ended December 31, [removed: 2017,] [added: 2019 and 2018, respectively,] which impacted our operating [removed: income.][added: income (loss).]

- the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; [removed: and]

- the potential loss of key employees, customers and strategic partners of acquired [removed: companies.][added: companies; and]

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

The following table sets forth our operating income (loss) for the last eight fiscal [removed: quarters:][added: quarters (in thousands):]

| [removed: March 31, 2019] [added: March 31] | | | | | | $ | [added: (172,670) | | | | | $ |] (23,863) | |

| [removed: June 30, 2019] [added: June 30] | | | | | | [removed: $] [added: (588,067)] | [added: | | | | |] 171,586 | | [added: |]

| [removed: September 30, 2019] [added: September 30] | | | | | | [removed: $] [added: (504,441)] | [added: | | | | |] 260,041 | | [added: |]

| [removed: December 31, 2019] [added: December 31] | | | | | | [removed: $] [added: (388,014)] | [added: | | | | |] (82,920) | | [added: |]

However, heightened concerns and challenges regarding property, casualty, business [removed: interruption] [added: interruption, contingency] and other insurance coverage have resulted from terrorist and related security incidents along with varying weather-related [removed: conditions] [added: conditions, pandemics] and [added: other] incidents.

Any such events that are of a massive scale causing significant losses to insurance providers could negatively impact the insurance marketplace, and as a result, we may experience increased difficulty obtaining sufficiently high policy limits of coverage at a cost we believe to be reasonable, including coverage for acts of terrorism, cyber attacks, weather-related damage and disruptions and other perils associated with our [removed: operations.][added: operations, including communicable diseases and/or pandemics.]

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, [removed: cybersecurity] [added: cybersecurity, the global COVID-19 pandemic] and other incidents we have faced.

At December 31, [removed: 2019,] [added: 2020,] we had property and equipment with a net book value of $1.1 billion.

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

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 [removed: for an additional five and a half years] [added: through the end of 2025] (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, [removed: and] [added: or] (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 [removed: investigate] [added: monitor] and report [added: to the DOJ] on our compliance with the [added: Amended] Final Judgment, [added: and investigate any potential violations thereof,] (ii) we [removed: have] appointed an internal antitrust compliance officer and [added: have conducted (and] will [removed: conduct regular] [added: continue to annually conduct)] internal [removed: training] [added: trainings] to ensure our employees fully comply with the [added: Amended] Final Judgment; (iii) we [removed: have provided] [added: provided, and will continue to provide,] notice to current or potential venue customers of [removed: our ticketing services of] the Amended Final [removed: Judgment;] [added: Judgment] and [added: its restrictions on our business conduct; and] (iv) we are subject to an automatic penalty of $1,000,000 for each violation.

We [removed: have additionally] agreed to pay costs and fees for the [added: independent monitor and the] DOJ’s past investigation and enforcement.

Our compliance with the [added: Amended] 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 [added: Commissioner of] Competition [removed: Commission, or the Canadian] [added: (the “Canadian] Consent [removed: Agreement,] [added: Agreement”),] which [removed: has] [added: had] the effect of imposing essentially the same terms as the Final Judgment on our business in Canada.

The [added: various terms of the] Canadian Consent Agreement [removed: will remain in effect through] [added: expired on or before] July 2020.

As of December 31, [removed: 2019,] [added: 2020,] our total indebtedness, excluding unamortized debt discounts and debt issuance costs of [removed: $94.2] [added: $129.8] million, was [removed: $3.4] [added: $5.0] billion.

Our available borrowing capacity under the revolving portion of our senior secured credit facility at that date was [removed: $416.5] [added: $961.7] million, with outstanding letters of credit of [removed: $83.5] [added: $68.3] million.

As of December 31, [removed: 2019, $37.8] [added: 2020, $53.4] million of our total indebtedness (excluding interest and unamortized debt discount and debt issuance costs) is due in [removed: 2020, $605.0] [added: 2021, $612.5] million is due in the aggregate in [removed: 2021] [added: 2022] and [removed: 2022, $603.9 million] [added: 2023, $1.0 billion] is due in the aggregate in [removed: 2023 and] 2024 and [removed: $2.2] [added: 2025 and $3.3] billion is due thereafter.

In addition, as of December 31, [removed: 2019,] [added: 2020,] we had [removed: $2.3] [added: $2.4] billion in operating lease liabilities, of which [removed: $194.8] [added: $192.4] million is due in [removed: 2020] [added: 2021] and [removed: $185.3] [added: $196.0] million is due in [removed: 2021.][added: 2022.]

All long-term debt without a stated maturity date is considered current and is reflected here as due in [removed: 2020.][added: 2021.]

Risks Relating to the COVID-19 Pandemic

The global COVID-19 pandemic has had, and is likely to continue to have, a material negative impact on our business and operating results.

The ultimate magnitude of this impact will depend on a variety of factors, including the duration of the pandemic, restrictions or new operational requirements in place or that result as our operations recommence on a jurisdiction by jurisdiction basis, the state of the global economy as a result of the pandemic, and the public’s willingness to attend events with large numbers of people, all of which are unknowable at this time.

In mid-March 2020, as the unprecedented impact of the global COVID-19 pandemic became clearer, we ceased all Live Nation tours and closed our venues to support global efforts at social distancing and mitigating the spread of the virus, and to comply with restrictions put in place by various governmental entities.

Other concert promoters, venue operators and sports leagues around the globe similarly shut down.

Each of our segments—Concerts, Ticketing and Sponsorship & Advertising—depends on live music and sporting events in order to generate most of its revenue.

As of the date of this report, certain sports leagues have recommenced, but they have largely done so without fans or at greatly reduced capacity, and thus without the typical need for ticketing.

There has also been extremely limited concert activity, largely outside of the United States, at reduced capacity.

Until such time as fans are allowed at sporting events at capacity and concerts recommence in a meaningful way, our revenue will be minimal; the possibility exists that these circumstances might continue for a longer period of time than current expectations.

We have never previously experienced a complete cessation of our live music operations, and as a result, our ability to gauge the impact of such a cessation on our company and its future prospects is uncertain.

Due to the unprecedented nature of the global COVID-19 pandemic and its impacts on our business, our ability to forecast our cash inflows is hampered, and therefore our focus is on forecasting and managing operating costs and cash outflows against our overall liquidity position.

At this time, it is impossible to know or predict when events will once again be held at a meaningful scope and scale, as at the outset of the pandemic national and local governments around the world placed various restrictions on gatherings of people and implemented social distancing requirements that prohibit the holding of these events, and have largely not relaxed these restrictions in a way that would again allow such events.

In addition, it is currently unclear as to what restrictions will be placed on events once they recommence at various points in time in the 46 countries in which we operate.

The company faces ancillary risks and uncertainties arising from the global COVID-19 pandemic in addition to the current shutdown of its revenue-generating operations.

Many of these risks and uncertainties are more fully described below in this Item 1A.

whether or not such risk factors identify the global COVID-19 pandemic as the underlying cause, and many extend beyond the duration of the current shutdown due to the uncertainty as to how the live music and sporting industries, and the world in general, will change in the short and long term as a result of the pandemic.

The risks and uncertainties described herein should be read in conjunction with those set forth below.

Such additional or attendant risks and uncertainties include, among other things:

- the impact of any lingering economic downturn or recession resulting from the pandemic, including without limitation any reduction in discretionary spending or confidence for both consumers and sponsors/advertisers, such as a decline in ticket sales, attendance and revenue that the company has generally avoided in prior economic slowdowns but experienced during and after the global financial crisis in 2010;

- the increased risk of litigation in the current and future environment, such as pending lawsuits challenging aspects of the company’s ticket refund policies and procedures;

- a reduction in the profitability of our operations when concerts resume, whether due to increased operating costs of complying with governmental restrictions or safety precautions and protocols voluntarily undertaken, such as the need to supply personal protective equipment or conduct health screenings at points of ingress, or due to a reduction in revenue arising from such precautions, such as the potential that venues may not be able to be filled to capacity due to spacing and social distancing limitations in place at such time;

- the impact on our workforce, including as a result of employee furloughs as part of our cost-savings initiatives, which may include loss of key personnel as furloughed employees find other employment or choose not to return to the company, lowered employee morale, inability to replace hourly/seasonal workforce, or loss of important subcontractors, all of which may negatively impact our ability to quickly capitalize on opportunities as pandemic restrictions are eased or to conduct our operations in the future;

- potential decreased willingness of artists to tour, or impracticability of touring due to varying restrictions from jurisdiction to jurisdiction, including the possibility that national or sub-national borders are closed to travel;

- potential changes to consumer preferences for consumption of live music or sporting events due to fears of, or restrictions on, large gatherings;

- some customers of our ticketing business may not receive refunds for ticket purchases if the venue/client hosting the impacted event is unable or unwilling to return the funds;

- loss of ticketing clients due to the economic impacts of the pandemic whereby they are no longer in operation, reducing the number of events to which our ticketing business can sell tickets;

- the inability to pursue expansion opportunities or acquisitions due to capital constraints;

- the future availability or increased cost of insurance coverage;

- a potential shift away from live events by sponsors and advertisers; and

- the incurrence of additional expenses related to compliance, precautions and management of our company during and after this period.

The likelihood of the realization or intensification of these risks and uncertainties and the ultimate magnitude of their impact on the company are not knowable or quantifiable at this time.

The global COVID-19 pandemic and its impacts may continue to endure for an unknown period of time.

In addition, as has already occurred in various locations, the potential exists for further waves of the pandemic after the current wave of infections subsides, which may lead to stronger restrictions being put into place for a greater duration of time.

Different jurisdictions will lift social distancing guidelines and restrictions on gatherings of people at different times, and will have different rules in place thereafter.

The longer the duration of the global COVID-19 pandemic, and the greater the ancillary and lingering effects, the greater the material negative impact on the company and its results of operations will be.

While vaccination programs have begun around the world, we are still at the early stages and the ultimate impact of such programs on the pandemic and its duration, and thus on our business, are unknown.

In addition, due to the reduction in cash flows we have experienced and are likely to experience in the future from the global COVID-19 pandemic, we have proactively taken a number of steps to enhance our liquidity position, including our cost-savings and cash management programs described in Item 8.—Financial Statements—Note 2—Impact of the Global COVID-19 Pandemic, the additional debt issuances and the amendments we made to our senior secured credit facility described in Item 8.—Financial Statements—Note 5—Long-Term Debt.

Our decreased cash flows have heightened and intensified the risks described under the “Risks Relating to Our Leverage” section of the risk factors in this report.

While amendments to our senior secured credit facility have relieved some of the pressure on the consolidated net leverage covenant therein, which requires us to maintain a ratio of consolidated total net debt to consolidated EBITDA (both as defined in the credit agreement), there can be no assurances that we will remain in compliance with this or other covenants in our debt and credit instruments, or that we would be able to obtain waivers or amendments in order to avoid default.

We will continue to evaluate and explore additional mechanisms to attempt to ensure that we have adequate capital to fund our business, including through the issuance and sale of additional debt or equity securities.

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.

As a result, our ability to effectively compete in the secondary ticket sales market may be adversely affected, which could in turn adversely affect our business, financial condition and results of operations.

In connection with our merger with Ticketmaster Entertainment, Inc., we became subject to both a court-imposed final judgment in the United States and a consent agreement with Canadian authorities, pursuant to which we have agreed to abide by certain behavioral remedies that prevent us from engaging in retaliatory business tactics or improper tying arrangements.

In addition, we are restricted from engaging in certain business activities that would be lawful for us to undertake absent the final judgment and the consent agreement.

Our inability to undertake these business strategies could disadvantage us when we compete against firms that are not restricted by any such order, and we therefore face certain unquantifiable business risks as a result of compliance.

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 was required to transpose into national law (in the United 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 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 higher.

We 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.

The occurrence or threat of future terrorist attacks, military actions by the United States or others, contagious disease outbreaks, natural disasters such as earthquakes and severe floods or similar events cannot be predicted, and their occurrence can be expected to negatively affect the economies of the United States and other foreign countries where we do business, as well as our operating results.

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.).

Given that the form and specific mechanics of any new rules on trade, travel, and business for the U.K. and the E.U. are still in the process of being determined, the full parameters and implications of Brexit are currently unknown; however, these and other factors, if realized, could adversely affect our business, financial condition and results of operations.

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.

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

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

| | | | | | | | | |

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

| Fiscal Quarter Ended | | | | | | Operating income (loss) | | |

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

| March 31, 2018 | | | | | | $ | (6,030) | |

| June 30, 2018 | | | | | | $ | 134,725 | |

| September 30, 2018 | | | | | | $ | 234,219 | |

| December 31, 2018 | | | | | | $ | (90,378) | |

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.

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.

Risks Relating to Our Common Stock

Our corporate governance documents, rights agreement and Delaware law may delay, deter or prevent an acquisition of us that stockholders may consider favorable, which could decrease the value of our common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws and Delaware law contain provisions that could make it more difficult for a third party to acquire us without the consent of the board of directors.

These provisions include supermajority voting requirements for stockholders to amend our organizational documents and to remove directors as well as limitations on action by our stockholders by written consent.

In addition, the board of directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock ownership of a potential hostile acquirer.

Delaware law, for instance, also imposes some restrictions on mergers and other business combinations between any holder of 15% or more of our outstanding common stock and us.

Although we believe these provisions protect our stockholders from coercive or otherwise unfair takeover tactics and thereby provide for an opportunity to receive a higher bid by requiring potential acquirers to negotiate with the board of directors, these provisions apply even if the offer may be considered beneficial by some stockholders.

*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 [added: consolidated] financial statements included elsewhere in this Annual Report.

*The following discussion of our financial condition and results of operations generally discusses [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] items along with year-over-year comparisons between these two years.

Discussion of [removed: 2017] [added: 2018] items and year-over-year comparisons between [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] can be found in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2018] [added: 2019] Annual Report on Form 10-K.*

[removed: As] [added: While] the [added: unparalleled disruption of the pandemic has had a material impact on our business, as the] leading global live event and ticketing company, we [added: still firmly] believe that we are well-positioned to provide the best service to artists, teams, fans and venues [removed: and therefore drive growth across all our businesses.][added: once business resumes.]

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

| | | | | | | | | | | | | | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | |

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

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

| Estimated events: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| North America | | | | | | | | | | | | | | | [removed: 28,426 | | | | | | 24,186 | | | | | | 19,933] [added: 5,270] | | | | | | [added: 28,407] | | | | | | [added: 24,186] | | |

| International | | | | | | | | | | | | | | | [removed: 11,830 | | | | | | 10,810 | | | | | | 9,659] [added: 2,847] | | | | | | [added: 11,830] | | | | | | [added: 10,810] | | |

| Total estimated events | | | | | | | | | | | | | | | [removed: 40,256 | | | | | | 34,996 | | | | | | 29,592] [added: 8,117] | | | | | | [added: 40,237] | | | | | | [added: 34,996] | | |

| Estimated fans: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| North America | | | | | | | | | | | | | | | [removed: 62,695 | | | | | | 61,159 | | | | | | 54,868] [added: 6,075] | | | | | | [added: 62,687] | | | | | | [added: 61,159] | | |

| International | | | | | | | | | | | | | | | [removed: 34,967 | | | | | | 31,607 | | | | | | 31,363] [added: 5,067] | | | | | | [added: 34,967] | | | | | | [added: 31,607] | | |

| Total estimated fans | | | | | | | | | | | | | | | [removed: 97,662 | | | | | | 92,766 | | | | | | 86,231] [added: 11,142] | | | | | | [added: 97,654] | | | | | | [added: 92,766] | | |

| Ticketing (2) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| [removed: Number] [added: Estimated number] of fee-bearing tickets sold | | | | | | | | | | | | | | | [removed: 219,838 | | | | | | 217,441 | | | | | | 205,703] [added: 31,101] | | | | | | [added: 219,838] | | | | | | [added: 217,442] | | |

| [removed: Number] [added: Estimated number] of non-fee-bearing tickets sold | | | | | | | | | | | | | | | [removed: 266,750 | | | | | | 265,034 | | | | | | 267,713] [added: 88,823] | | | | | | [added: 266,750] | | | | | | [added: 265,033] | | |

| Total [added: estimated] tickets sold | | | | | | | | | | | | | | | [removed: 486,588 | | | | | | 482,475 | | | | | | 473,416] [added: 119,924] | | | | | | [added: 486,588] | | | | | | [added: 482,475] | | |

| | | | Operating income (loss) | | | | | | Stock- based compensation expense | | | | | | Loss (gain) on disposal of operating assets | | | | | | Depreciation and amortization | | | | | | Amortization of non-recoupable ticketing contract advances | | | | | | Acquisition expenses | | | | | | AOI | | | [removed: | | | | | | | | | | | |]

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

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

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

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

| Sponsorship & Advertising | | | 330,270 | | | | | | 2,744 | | | | | | — | | | | | | 33,084 | | | | | | — | | | | | | — | | | | | | 366,098 | | | [removed: | | | | | | | | | | | |]

| Other and Eliminations | | | (1,114) | | | | | | — | | | | | | — | | | | | | 364 | | | | | | (5,542) | | | | | | — | | | | | | (6,292) | | | [removed: | | | | | | | | | | | |]

| Corporate | | | (182,807) | | | | | | 26,838 | | | | | | 1 | | | | | | 13,967 | | | | | | — | | | | | | 26 | | | | | | (141,975) | | | [removed: | | | | | | | | | | | |]

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

| 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | | | | | | | | | |]

| Concerts | | | $ | (36,205) | | | | | $ | 12,203 | | | | | $ | 10,361 | | | | | $ | 206,772 | | | | | $ | — | | | | | $ | 32,851 | | | | | $ | 225,982 | | [removed: | | | | | | | | | | | |]

| Ticketing | | | 201,914 | | | | | | 4,753 | | | | | | 7 | | | | | | 143,551 | | | | | | 85,110 | | | | | | 1,177 | | | | | | 436,512 | | | [removed: | | | | | | | | | | | |]

| Sponsorship & Advertising | | | 283,153 | | | | | | 1,665 | | | | | | 2 | | | | | | 30,779 | | | | | | — | | | | | | — | | | | | | 315,599 | | | [removed: | | | | | | | | | | | |]

| Other and Eliminations | | | (18,311) | | | | | | — | | | | | | — | | | | | | 817 | | | | | | (5,023) | | | | | | — | | | | | | (22,517) | | | [removed: | | | | | | | | | | | |]

| Corporate | | | (158,015) | | | | | | 26,961 | | | | | | (1) | | | | | | 4,610 | | | | | | — | | | | | | 13 | | | | | | (126,432) | | | [removed: | | | | | | | | | | | |]

| Total | | | $ | 272,536 | | | | | $ | 45,582 | | | | | $ | 10,369 | | | | | $ | 386,529 | | | | | $ | 80,087 | | | | | $ | 34,041 | | | | | $ | 829,144 | | [removed: | | | | | | | | | | | |]

| | | | | | | | | | | | | | | | [removed: | | | | | |] Year Ended December 31, | | | | | | | | | | | | | | | | | | [removed: | | | | | |] [added: % Change 2020 vs 2019] | | | | | | % Change 2019 vs 2018 | | | | | | [removed: % Change 2018 vs 2017] | | |

| | | | | | | | | | | | | | | | | | | | | | [removed: 2019 | | | | | | 2018 | | | | | | 2017] [added: 2020] | | | | | | [added: 2019] | | | | | | [added: 2018] | | | | | | | | | | | | | | |

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

| Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 9,428,094] [added: 1,468,433] | | | | | $ | [removed: 8,770,031] [added: 9,428,094] | | | | | $ | [removed: 7,892,076 | | | | | 8% | | | | | | 11% |] [added: 8,770,031] | | | | | [added: (84)%] | | | | | | [added: 8%] | | |

Due to the global COVID-19 pandemic, we ceased all Live Nation tours and closed all our venues beginning in mid-March 2020 to support global efforts to mitigate the spread of the virus.

To ensure the safety of our artists, fans, and employees, we held very few traditional events in the year and had minimal ticket sales.

As a result, our overall revenue for 2020 decreased by 84%, from $11.5 billion in 2019 to $1.9 billion in 2020.

The revenue reduction was largely in our Concerts and Ticketing segments as a result of almost no shows occurring from mid-March through the end of the year and ticket sales for future shows sharply reduced given the uncertainty around when live events will return.

Our Ticketing revenue was also impacted by refunds for cancelled and postponed events.

The pandemic led to an operating loss for 2020 of $1.7 billion compared to operating income of $325 million for 2019.

The impact of foreign exchange rates to both our revenue and operating income were minimal.

Twenty years of global growth demonstrates the resilience of fan demand for the live entertainment experience.

Recent fan surveys indicate that the demand will be there when the shows return, with 95% of fans expecting to attend concerts again once government and/or health officials determine events can resume.

We are actively taking steps to ensure that when the time is right for us to do so, we will be ready to quickly ramp back up and once again connect audiences to artists at the concerts they cherish.

Our Concerts segment revenue for 2020 was $1.5 billion, compared to $9.4 billion for 2019, a reduction of 84%.

The unfavorable results were almost entirely due to the impact of the global COVID-19 pandemic.

Of the 8,117 events we held this year, about 7,100 of those were in the first quarter of 2020, prior to our shutdown.

Overall, our show count went from 40,237 in 2019 down to 8,117 in 2020, a reduction of 80%.

In addition to normal show activity from January through mid-March, we were able to hold drive-in concert events as well as socially distanced shows in some markets during the pandemic.

Towards the end of the year, we saw a return to almost normal levels of activity in New Zealand which held our Rhythm and Vines festival in December with record levels of attendance.

Coinciding with the trend on show count, our total fan count for the year went from 97.7 million in 2019 down to 11.1 million in 2020, a reduction of 89%.

Concerts had an operating loss for the year largely due to lost business resulting from the global COVID-19 pandemic and from sunk costs, such as advertising expenses, associated with shows cancelled or rescheduled to 2021.

Our Ticketing segment revenue for 2020 was $188 million, compared to $1.5 billion for 2019, a reduction of 88% driven by a lack of ticket sales for future events and refunds on 2020 shows that were cancelled or rescheduled.

Before refunds, our fee-bearing tickets sold for the year were 58.5 million, which compares to 219.8 million for 2019, a reduction of 73%.

A total of 27.4 million tickets were refunded in the year, equating to just slightly over $2.6 billion of gross transaction value.

The decline in operating results for the year was largely driven by the lack of ticket sales as well as refunds processed for cancelled and rescheduled events.

Our Sponsorship & Advertising segment revenue for 2020 was $204 million, compared to $590 million for 2019, a reduction of 65%.

After a very strong performance for the first 10 weeks of the year, there was a significant reduction to Sponsorship & Advertising revenue and operating results due to the lack of shows and online activity resulting from the global COVID-19 pandemic.

We continue to be focused on mitigating the financial impact of the shutdown.

We have undertaken cost-savings initiatives across the organization, including salary reductions, hiring freezes, furloughs, termination of certain employees, as well as eliminating costs for consultants, travel and entertainment and repairs and maintenance for our facilities.

We are also protecting our liquidity by tightly managing cash outflows associated with all our major expenditures: operating expenses, capital expenditures, acquisitions, and advances in both our ticketing and concert businesses.

The length and severity of the impact to live events and our related sponsorship and ticketing businesses is still uncertain.

The magnitude and pace of the recovery will depend on each market and their containment efforts, the nature of the events being held, ongoing efforts to develop rapid testing technologies and rollout of approved vaccines and treatments for COVID-19.

We remain optimistic about the long-term potential of our company and the unique power of live shows to unite people.

We believe our aggressive cost-savings and cash management programs, combined with a strong liquidity profile, position Live Nation to manage through the global COVID-19 pandemic and its impact on live events and provides us the flexibility to scale up quickly when our shows resume.

If a current year event is rescheduled into a future year, all advertising costs incurred to date are expensed in the period when the event is rescheduled.

We use GTV to evaluate changes in ticket fee revenue that are driven by the pricing of our service charges.

Ticketing direct operating expenses include call center costs and credit card fees, along with other costs.

Revenue related to sponsorship and advertising programs is recognized over the term of the agreement or operating season as the benefits are provided to the sponsor unless the revenue is associated with a specific event, in which case it is recognized when the event occurs.

Sponsorship & Advertising direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.

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

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

These ticketing metrics are net of any refunds requested and any cancellations that occurred during the period and up to the time of reporting of these consolidated financial statements.

Fee-bearing tickets sold above are net of refunds of 27.4 million tickets for the year ended December 31, 2020.

Live Nation continued to see strong demand for live events in 2019, powering the concerts center of our business flywheel.

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

We believe that by leveraging our leadership position in the entertainment industry to reach fans through the live concert experience, we will sell more tickets and uniquely engage more advertising partners.

By advancing innovation in ticketing technology, we will continue to improve the fan experience by offering increased and more diversified, secure choices in an expanded ticketing marketplace.

This gives us a compelling opportunity to grow our fan base and our results.

Our total revenue for the year was $11.5 billion, an increase of $0.8 billion, or 7%, on a reported basis, or $0.9 billion, or 9%, on a constant currency basis as compared to last year.

The increase was largely driven by our Concerts segment due to more events, fans, and onsite revenue.

We had record attendance at our concerts again in 2019.

Ticketing increased as well, with strong growth in international ticket sales as well as the continued expansion of our resale business.

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

Sponsorship & Advertising again delivered strong growth over the prior year due in part to our first year with the Rock in Rio festival, as well as adding marquee brands as partners around the globe.

Our operating results improved this year, compared to 2018, due to improved business performance.

Our Concerts segment drove most of our revenue growth this year, generating $9.4 billion of revenue, an increase of $0.7 billion, or 8%, on a reported basis, or $0.8 billion, a 9% increase without the impact of changes in foreign exchange rates.

This higher revenue was due to additional arena activity in the United States, more stadium shows in Europe, expanded theater and club activity worldwide, and adding new markets to our festival footprint.

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

Overall, Concerts attendance grew by 4.9 million to nearly 98 million fans, a record for the Company and an increase of 5% over the prior year.

The growth of our amphitheater onsite business continued in 2019, with a focus on increased food and beverage offerings, premium parking, and other upsell programs.

These initiatives helped grow our ancillary revenue per fan at our amphitheaters by $2.50 in 2019.

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

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

Our Ticketing segment revenue for 2019 increased by $15.6 million, or 1%, on a reported basis as compared to last year, or $35.4 million, a 2% increase, without the impact of changes in foreign exchange rates.

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.

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

App installations increased by 18% during the year, creating additional marketing opportunities for our company and driving conversion from search and discovery to purchase.

On the mobile front, approximately 48% of our total tickets were sold via mobile and tablet devices in 2019, and our total mobile ticket sales increased by 13% year-over-year.

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

We will continue to implement new features to drive further expansion of mobile ticket transactions and invest in initiatives aimed at improving the ticket search, purchase and transfer process.

As a result, we expect to continue to attract more ticket buyers and enhance the overall fan and venue/artist client experience.

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

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

In 2019, we increased our strategic sponsors globally, and grew revenue from these partners by double-digits.

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.

We believe that our extensive onsite and online reach, global venue distribution network, artist relationships, ticketing operations and live entertainment content are the keys to securing long-term sponsorship agreements with major brands, and we plan to expand and enhance these assets while extending further into new markets internationally.

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.

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

Live Nation owns, operates, has exclusive booking rights for or has an equity interest in [removed: 273] [added: 289] venues, including *House of [removed: Blues*®] [added: Blues®*] music venues and prestigious locations such as *The [removed: Fillmore*®] [added: Fillmore®*] in San Francisco, [added: *Brooklyn Bowl®,*] the Hollywood Palladium, the Ziggo Dome in Amsterdam, 3Arena in Ireland, Royal Arena in Copenhagen and Spark Arena in New Zealand.

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

Through our strong partnership with [removed: artist] [added: artists, agents and] managers, we believe we can continue to expand our concert base by delivering strong and consistent [removed: services to our artist managers and their clients.][added: services.]

We will focus on expanding existing partnerships and developing new corporate sponsor partners to provide them with targeted strategic programs, accessing [removed: our nearly 98 million] [added: the] fans attending our shows each year.

[removed: During 2019, we] [added: We] connected over 580 million fans to their favorite live [removed: event.][added: event in 2019.]

[removed: In 2019, we] [added: We] promoted shows or tours for over 5,000 artists [removed: globally.][added: globally in 2019.]

In addition, we own, operate, have exclusive booking rights for, or have an equity interest in, [removed: 273] [added: 289] venues located across [removed: 19] [added: 46] countries as of the end of [removed: 2019,] [added: 2020,] 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 [removed: globally.][added: globally in 2019.]

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 [removed: worldwide—makes] [added: worldwide in 2019—makes] us the largest ticketing network in the world.

We employ a sales force of over 500 people that [removed: worked] [added: works] with nearly 1,200 [removed: sponsors during 2019,] [added: sponsors,] through a combination of strategic partnerships, local venue-related deals, national agreements and digital campaigns, both in North America and internationally.

Including intersegment revenue, our Concerts business generated [removed: $9.4] [added: $1.5] billion, or [removed: 81.6%,] [added: 78.9%,] of our total revenue during [removed: 2019.][added: 2020.]

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

Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients and retains a [removed: fee, or] [added: portion of the] service [removed: charge, for these services.][added: charge as its fee.]

During [removed: 2019,] [added: 2020,] we sold [removed: 48%, 48%, 3%] [added: 41%, 54%, 4%] and 1% of primary tickets through these channels, respectively.

Including intersegment revenue, our Ticketing business generated [removed: $1.5 billion,] [added: $188.4 million,] or [removed: 13.4%,] [added: 10.1%,] of our total revenue during [removed: 2019,] [added: 2020,] 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: 220] [added: 31] million tickets in [removed: 2019] [added: 2020] on which we were paid fees for our services.

In addition, approximately [removed: 267] [added: 89] million tickets were sold using our Ticketmaster systems, including through season seat packages, our venue clients’ box offices, and other channels through which we did not receive a fee.

Including intersegment revenue, our Sponsorship & Advertising business generated [removed: $590.3] [added: $203.7] million, or [removed: 5.1%,] [added: 10.9%,] of our total revenue during [removed: 2019.][added: 2020.]

This category includes our *House of [removed: Blues* ®] [added: Blues*® and *Brooklyn Bowl*®] venues whose live music halls are specially designed to provide optimum acoustics and typically can accommodate between 1,000 to 2,000 guests.

The following table summarizes the number of venues by type that we owned, leased, operated, had exclusive booking rights for or had an equity interest in as of December 31, [removed: 2019:][added: 2020:]

| Venue Type | | | | | | Capacity | | | | | | Owned | | | | | | Leased | | | | | | Operated | | | | | | Exclusive Booking Rights | | | | | | Equity Interest | | | | | | Total | | | [removed: | | | | | |]

| Stadium | | | | | | More than 30,000 | | | | | | — | | | | | | 1 | | | | | | 1 | | | | | | [removed: —] [added: 1] | | | | | | — | | | | | | [removed: 2 | | | | | |] [added: 3] | | |

| Amphitheater | | | | | | 5,000 - 30,000 | | | | | | 10 | | | | | | [removed: 36] [added: 33] | | | | | | 4 | | | | | | [removed: 9] [added: 13] | | | | | | — | | | | | | [removed: 59 | | | | | |] [added: 60] | | |

| Arena | | | | | | 5,000 - 20,000 | | | | | | 1 | | | | | | 10 | | | | | | 2 | | | | | | [removed: 2] [added: 3] | | | | | | 1 | | | | | | [removed: 16 | | | | | |] [added: 17] | | |

| Theater | | | | | | 1,000 - 6,500 | | | | | | 7 | | | | | | [removed: 52] [added: 53] | | | | | | [removed: 10] [added: 9] | | | | | | [removed: 20] [added: 21] | | | | | | 2 | | | | | | [removed: 91 | | | | | |] [added: 92] | | |

| Club | | | | | | Less than 1,000 | | | | | | 3 | | | | | | [removed: 30] [added: 33] | | | | | | 1 | | | | | | 14 | | | | | | [removed: 1 | | | | | | 49] [added: —] | | | | | | [added: 51] | | |

| Restaurants & Music Halls | | | | | | 1,000 - 2,000 | | | | | | 2 | | | | | | [removed: 10] [added: 12] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 12 | | | | | |] [added: 14] | | |

| Festival Sites [removed: *] [added: (1)] | | | | | | Varies | | | | | | 5 | | | | | | — | | | | | | [removed: 33] [added: 37] | | | | | | — | | | | | | — | | | | | | [removed: 38 | | | | | |] [added: 42] | | |

| Other Venues | | | | | | Varies | | | | | | — | | | | | | [removed: 4] [added: 7] | | | | | | — | | | | | | — | | | | | | [removed: 2 | | | | | | 6] [added: 3] | | | | | | [added: 10] | | |

| Total venues in operation [removed: | | | | | |] [added: by location:] | | | | | | | | | | | | [removed: 28] | | | | | | [removed: 143] | | | | | | [removed: 51] | | | | | | [removed: 45] | | | | | | [removed: 6] | | | | | | [removed: 273] | | |

| Venues currently under construction | | | | | | | | | | | | [removed: | | | | | |] — | | | | | | [removed: 11] [added: 8] | | | | | | [removed: —] [added: 1] | | | | | | — | | | | | | [removed: 1] [added: 3] | | | | | | 12 | | |

| Venues not currently in operation | | | | | | | | | | | | [removed: | | | | | |] — | | | | | | [removed: 2] [added: 1] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 2] [added: 1] | | |

| Total venues in operation [removed: by location: | | | | | |] [added: (2)] | | | | | | | | | | | | [added: 28] | | | | | | [added: 149] | | | | | | [added: 54] | | | | | | [added: 52] | | | | | | [added: 6] | | | | | | [added: 289] | | |

| International | | | | | | | | | | | | 9 | | | | | | [removed: 41] [added: 33] | | | | | | [removed: 29] [added: 34] | | | | | | [removed: 1] [added: —] | | | | | | 1 | | | | | | [removed: 81 | | | | | |] [added: 77] | | |

[removed: * Operated] [added: (1)Operated] festival sites includes multi-year agreements providing us the right to use public or private land for a defined period of time leading up to and continuing after the festival.

- our diverse distribution platform [removed: (venues);][added: of venues;]

Some of our competitors in the live music promotion industry are Anschutz Entertainment Group, or AEG, [removed: Frontier Touring,] Another Planet Entertainment, Jam Productions, Ltd. and I.M.P in addition to numerous smaller regional companies and various casinos and venues in North America, Europe, Asia and Australia.

AEG operates under a number of different names including AEG [removed: Live,] [added: Presents,] Concerts West, [added: Frontier Touring,] Goldenvoice and [removed: The] Messina [added: Touring] Group.

Our main competitors in venue management include ASM Global, [removed: The] Madison Square Garden [removed: Company,] [added: Entertainment Corp.,] The Nederlander Organization and Bowery Presents, in addition to numerous smaller regional companies in North America, [removed: Europe] [added: Europe, Australia] and [removed: Australia/New] [added: New] Zealand.

Impact of the Global COVID-19 Pandemic

The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented throughout the world have significantly impacted our live event business.

We initially saw event restrictions in Asia and parts of Europe.

Beginning in March 2020, large public events were cancelled, governmental authorities began imposing restrictions on non-essential activities, and businesses suspended activities around the world.

As the impact of the global COVID-19 pandemic became clearer, we ceased all Live Nation tours and closed our venues in mid-March 2020 to support global efforts at social distancing and mitigating the virus, and to comply with restrictions put in place by various governmental entities, which has had a materially negative impact on our revenue and financial position.

Operating Results

Our annual results were materially impacted by these necessary actions.

Our overall revenue for the year decreased by 84% to $1.9 billion.

The revenue reduction was across all of our segments as a result of few shows occurring globally beginning in the last half of March 2020 and low ticket sales for future shows during the same period, along with the impact of ticket refunds and show cancellations.

Our operating results for the year decreased as compared to 2019 largely due to the global COVID-19 pandemic impacts to our business to a loss for the year of $1.7 billion, including $27.5 million of impairment charges for 2020.

The revenue recognized in our Concerts segment in 2020 included the results of all the shows that occurred prior to the stoppage of events in mid-March.

Our event-related deferred revenue for Concerts, which is reported as part of deferred revenue on our consolidated balance sheets, includes the face value and Concerts’ share of service charges for all tickets sold by December 31, 2020, for shows expected to occur in the next 12 months.

Any refunds committed to for shows cancelled or rescheduled during the year have either been returned to fans or are reflected in accrued expenses on the consolidated balance sheets.

In addition, we have recorded an estimate of $102.0 million in Concerts for refunds that may occur in the future for shows we believe may be cancelled or rescheduled based on the limited amount of data available on refunds resulting from the global shutdown of our live events.

This estimate only impacts our financial position as a reclassification from deferred revenue or other long-term liabilities to accrued expenses.

We expect that the majority of our shows postponed due to the pandemic will be rescheduled.

Event-related deferred revenue for tickets sold for shows expected to occur after December 31, 2021 totaled $35 million and is reflected in other long-term liabilities on our consolidated balance sheets.

The revenue recognized in our Ticketing segment in 2020 includes our share of ticket service charges for tickets sold during the period for third-party clients and for shows that occurred in the period for our Concerts business where our promoters control the ticketing.

Revenue in the period has been reduced by refunds given during the period.

In addition, revenue has been reduced for any shows that were cancelled and for refunds requested on rescheduled shows up to the time of the filing of these consolidated financial statements, and funds have either been returned to the customer or are reflected in accrued expenses on the consolidated balance sheets.

Our ticketing clients determine if shows will be rescheduled or cancelled and what the refund policy will be for those shows.

We have not recorded an estimate for refunds that may occur in the future since our clients, not Ticketmaster, determine when shows are cancelled or rescheduled and we have a limited amount of historical data of refunds resulting from a global shutdown of live events on which to reliably determine an estimate.

By the end of 2020 and through the time of this filing, Ticketing had processed or accrued for cancellations or refunds on 27.4 million tickets.

For events that are cancelled, our standard policy is to refund the fan within 30 days, though subject to regulations in various markets and in some cases at the discretion of venue or event organizer clients.

Our ticket refund policies for rescheduled shows vary by ticketing client and country.

In multiple international markets, including Germany, Italy and Belgium, governmental regulations which allow for the issuance of vouchers in place of cash refunds for rescheduled shows, and in some cases for cancelled shows, have been put in place in response to the global COVID-19 pandemic.

The volume and pace of cash refunds has had and may continue to have a material negative effect on our liquidity and capital resources.

The length and severity of the reduction in live events due to the pandemic is uncertain; accordingly, we currently expect the negative impact to continue in 2021.

The exact timing and pace of the recovery is uncertain given the significant impact of the pandemic and the uncertainty on the timing of the roll out of vaccines on the overall United States and global economies.

We believe the ongoing effects of the global COVID-19 pandemic on our operations have had, and will continue to have a material negative impact on our financial results and liquidity, and such negative impact may continue beyond the containment of such outbreak.

We have never previously experienced a complete cessation of our live events or a large-scale reduction in the number of events selling tickets, and as a consequence, our ability to be predictive regarding the impact of these circumstances is uncertain and we are unable to estimate the impact on our business, financial condition or near- or longer-term financial or operational results.

Cash and available liquidity

We amended our senior secured credit facility in April 2020 and further amended it in July 2020 which, among other things, substitutes our net leverage covenant under our senior secured credit facility with a $500 million liquidity covenant (as defined in the agreement) until the earlier of (a) December 31, 2021 and (b) at our election, any fiscal quarter prior to December 31, 2021.

These amendments will allow us the flexibility to manage our business through the disruption that we experienced in 2020 and expect to experience in 2021.

In addition, we added a new incremental revolving credit facility of $130 million, extending our undrawn debt capacity.

Following this increase, we currently have approximately $961.7 million in available debt capacity, including $400 million in undrawn term loan A capacity and $561.7 million in available revolver capacity, net of outstanding letters of credit.

In addition, in February 2020, we issued $400 million principal amount of 2.0% convertible senior notes due 2025 and in May 2020 we issued $1.2 billion principal amount of 6.5% senior secured notes due 2027.

In January 2021, we issued $500 million principal amount of 3.75% senior secured notes due 2028.

We will continue to evaluate future financing opportunities to further expand liquidity at reasonable costs.

As of December 31, 2020, our total cash and cash equivalents balance was $2.5 billion, which included $673.5 million of ticketing client cash.

Our History

We were incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel Communications, Inc. of substantially all of its entertainment assets and liabilities to us.

We completed this separation on December 21, 2005, and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.”

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

Effective with the merger, Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.

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.

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| North America | | | | | | | | | | | | 19 | | | | | | 102 | | | | | | 22 | | | | | | 44 | | | | | | 5 | | | | | | 192 | | | | | | | | |

Intellectual Property

We create, own and distribute intellectual property worldwide.

It is our practice to protect our trademarks, brands, copyrights, patents and other original and acquired works.

We have registered many of our trademarks and patents in the United States and in numerous foreign countries.

We believe that our intellectual property has significant value and is important to our brand-building efforts and the marketing of our products and services.

We cannot predict, however, whether steps taken by us to protect our proprietary rights will be adequate to prevent misappropriation of these rights.

Employees

As of December 31, 2019, we had approximately 10,500 full-time employees, including 6,700 in North America and 3,800 international employees, of which approximately 10,300 were employed in our operations departments and approximately 200 were employed in our corporate group.

| Ron Bension | | | | | | 65 | | | | | | President–HOB Entertainment | | |

| Amy Howe | | | | | | 47 | | | | | | President–Ticketmaster North America | | |

| Jared Smith | | | | | | 42 | | | | | | President–Ticketmaster | | |

*Ron Bension* is President of our HOB Entertainment division and has served in this capacity since November 2010.

Mr. Bension has worked for us or our predecessors since joining us in January 2010.

Prior to that, Ms. Howe served as Chief Operating Officer of Ticketmaster North America since January 2016.

Previously, Ms. Howe served as our Chief Strategy Officer since joining us in April 2014.

*Jared Smith* is President of Ticketmaster and has served in this capacity since January 2018.

Prior to that, Mr. Smith served as President of Ticketmaster’s North America division since May 2013 and has worked for us or our predecessors since 2003.

Financial Statements and Supplementary Data—Note [removed: 7—Commitments] [added: 8—Commitments] and Contingent Liabilities.

For the fiscal year ended December 31, [removed: 2019,][added: 2020,]

| Large Accelerated Filer | | | x | | | | | | Accelerated Filer | | | ¨ | | | [removed: | | | | | | | | |]

| Non-accelerated Filer | | | ¨ | | | | | | Smaller Reporting Company | | | ☐ | | | [removed: | | | | | | | | |]

| | | | | | | | | | Emerging Growth Company | | | ☐ | | | [removed: | | | | | | | | |]

| 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. | | | | | | | | | | | | [removed: | | | | | | | | |] ¨ | | |

On June 30, [removed: 2019,] [added: 2020,] 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: $9.3] [added: $6.4] billion.

On February [removed: 20, 2020,] [added: 22, 2021,] there were [removed: 214,531,042] [added: 218,047,105] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 3,575,284] [added: 3,849,952] shares of unvested restricted and deferred stock awards and excluding 408,024 shares held in treasury.

Portions of our Definitive Proxy Statement for the [removed: 2020] [added: 2021] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

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

| ITEM 1. | | | [removed: [BUSINESS](#id0c8c2a6172f40fa92554b30891afdae_16) | | | [2](#id0c8c2a6172f40fa92554b30891afdae_16)] [added: [BUSINESS](#i9740469ee5bd489f9e636c3c2c594c27_16)] | | | [added: [2](#i9740469ee5bd489f9e636c3c2c594c27_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#id0c8c2a6172f40fa92554b30891afdae_46) | | | [12](#id0c8c2a6172f40fa92554b30891afdae_46)] [added: FACTORS](#i9740469ee5bd489f9e636c3c2c594c27_46)] | | | [added: [16](#i9740469ee5bd489f9e636c3c2c594c27_46)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#id0c8c2a6172f40fa92554b30891afdae_49) | | | [28](#id0c8c2a6172f40fa92554b30891afdae_49)] [added: COMMENTS](#i9740469ee5bd489f9e636c3c2c594c27_49)] | | | [added: [30](#i9740469ee5bd489f9e636c3c2c594c27_49)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#id0c8c2a6172f40fa92554b30891afdae_52) | | | [28](#id0c8c2a6172f40fa92554b30891afdae_52)] [added: [PROPERTIES](#i9740469ee5bd489f9e636c3c2c594c27_52)] | | | [added: [31](#i9740469ee5bd489f9e636c3c2c594c27_52)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#id0c8c2a6172f40fa92554b30891afdae_55) | | | [28](#id0c8c2a6172f40fa92554b30891afdae_55)] [added: PROCEEDINGS](#i9740469ee5bd489f9e636c3c2c594c27_55)] | | | [added: [31](#i9740469ee5bd489f9e636c3c2c594c27_55)] | | |

| PART II | | | | | | | | | [removed: | | |]

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#id0c8c2a6172f40fa92554b30891afdae_61) | | | [29](#id0c8c2a6172f40fa92554b30891afdae_61)] [added: SECURITIES](#i9740469ee5bd489f9e636c3c2c594c27_61)] | | | [added: [32](#i9740469ee5bd489f9e636c3c2c594c27_61)] | | |

| ITEM 6. | | | [SELECTED FINANCIAL [removed: DATA](#id0c8c2a6172f40fa92554b30891afdae_64) | | | [30](#id0c8c2a6172f40fa92554b30891afdae_64)] [added: DATA](#i9740469ee5bd489f9e636c3c2c594c27_64)] | | | [added: [32](#i9740469ee5bd489f9e636c3c2c594c27_64)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#id0c8c2a6172f40fa92554b30891afdae_67) | | | [31](#id0c8c2a6172f40fa92554b30891afdae_67)] [added: OPERATIONS](#i9740469ee5bd489f9e636c3c2c594c27_67)] | | | [added: [33](#i9740469ee5bd489f9e636c3c2c594c27_67)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#id0c8c2a6172f40fa92554b30891afdae_118) | | | [51](#id0c8c2a6172f40fa92554b30891afdae_118)] [added: RISK](#i9740469ee5bd489f9e636c3c2c594c27_118)] | | | [added: [52](#i9740469ee5bd489f9e636c3c2c594c27_118)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#id0c8c2a6172f40fa92554b30891afdae_121) | | | [52](#id0c8c2a6172f40fa92554b30891afdae_121)] [added: DATA](#i9740469ee5bd489f9e636c3c2c594c27_121)] | | | [added: [53](#i9740469ee5bd489f9e636c3c2c594c27_121)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#id0c8c2a6172f40fa92554b30891afdae_205) | | | [101](#id0c8c2a6172f40fa92554b30891afdae_205)] [added: DISCLOSURE](#i9740469ee5bd489f9e636c3c2c594c27_196)] | | | [added: [102](#i9740469ee5bd489f9e636c3c2c594c27_196)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#id0c8c2a6172f40fa92554b30891afdae_205) | | | [101](#id0c8c2a6172f40fa92554b30891afdae_205)] [added: PROCEDURES](#i9740469ee5bd489f9e636c3c2c594c27_196)] | | | [added: [102](#i9740469ee5bd489f9e636c3c2c594c27_196)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#id0c8c2a6172f40fa92554b30891afdae_208) | | | [103](#id0c8c2a6172f40fa92554b30891afdae_208)] [added: INFORMATION](#i9740469ee5bd489f9e636c3c2c594c27_199)] | | | [added: [104](#i9740469ee5bd489f9e636c3c2c594c27_199)] | | |

| PART III | | | | | | | | | [removed: | | |]

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#id0c8c2a6172f40fa92554b30891afdae_214) | | | [103](#id0c8c2a6172f40fa92554b30891afdae_214)] [added: GOVERNANCE](#i9740469ee5bd489f9e636c3c2c594c27_205)] | | | [added: [104](#i9740469ee5bd489f9e636c3c2c594c27_205)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#id0c8c2a6172f40fa92554b30891afdae_217) | | | [103](#id0c8c2a6172f40fa92554b30891afdae_217)] [added: COMPENSATION](#i9740469ee5bd489f9e636c3c2c594c27_208)] | | | [added: [104](#i9740469ee5bd489f9e636c3c2c594c27_208)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#id0c8c2a6172f40fa92554b30891afdae_220) | | | [103](#id0c8c2a6172f40fa92554b30891afdae_220)] [added: MATTERS](#i9740469ee5bd489f9e636c3c2c594c27_211)] | | | [added: [104](#i9740469ee5bd489f9e636c3c2c594c27_211)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#id0c8c2a6172f40fa92554b30891afdae_223) | | | [103](#id0c8c2a6172f40fa92554b30891afdae_223)] [added: INDEPENDENCE](#i9740469ee5bd489f9e636c3c2c594c27_214)] | | | [added: [104](#i9740469ee5bd489f9e636c3c2c594c27_214)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#id0c8c2a6172f40fa92554b30891afdae_226) | | | [103](#id0c8c2a6172f40fa92554b30891afdae_226)] [added: SERVICES](#i9740469ee5bd489f9e636c3c2c594c27_217)] | | | [added: [104](#i9740469ee5bd489f9e636c3c2c594c27_217)] | | |

| PART IV | | | | | | | | | [removed: | | |]

| ITEM 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#id0c8c2a6172f40fa92554b30891afdae_229) | | | [104](#id0c8c2a6172f40fa92554b30891afdae_229)] [added: SCHEDULES](#i9740469ee5bd489f9e636c3c2c594c27_220)] | | | [added: [105](#i9740469ee5bd489f9e636c3c2c594c27_220)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#id0c8c2a6172f40fa92554b30891afdae_238) | | | [111](#id0c8c2a6172f40fa92554b30891afdae_238)] [added: SUMMARY](#i9740469ee5bd489f9e636c3c2c594c27_244)] | | | [added: [112](#i9740469ee5bd489f9e636c3c2c594c27_244)] | | |

Based upon changing conditions, should any [added: risk or uncertainty that has already materialized, such as, for example, the risks and uncertainties posed by the global COVID-19 pandemic, worsen in scope, impact or duration, or should] one or more of [removed: these] [added: the currently unrealized] risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements.

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered accounting firm that prepared or issued its audit report.

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| LNE | | | Live Nation Entertainment, Inc. | | |

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made.

| (Includes Preferred Stock Purchase Rights) | | | | | | | | | | | | | | |

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As of December 31, [removed: 2019,] [added: 2020,] we own, operate or lease [removed: 143] [added: 155] entertainment venues throughout North America and [removed: 79] [added: 76] entertainment venues internationally.

There were [removed: 3,249] [added: 3,155] stockholders of record as of February [removed: 20, 2020.][added: 22, 2021.]

The following table provides information regarding repurchases of our common stock during the [removed: year] [added: quarter] ended December 31, [removed: 2019.][added: 2020.]

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

| (1) [added: | | |] 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 [removed: awards] [added: awards, and in respect of the exercise price and withholding taxes for net stock option exercises where no resulting shares were sold,] under our stock incentive plan. Pursuant to the terms of our stock plan, such shares revert to available shares under the plan. | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| (2) [added: | | |] 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. [removed: See footnote (1).] | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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| October 2020 | | | | | | 1,313 | | | | | | $54.94 | | | | | | | | | | | | | | |

| November 2020 | | | | | | 38,106 | | | | | | $48.80 | | | | | | | | | | | | | | |

| December 2020 | | | | | | 30,541 | | | | | | $72.72 | | | | | | | | | | | | | | |

| | | | | | | 69,960 | | | | | | | | | | | | | | | | | | | | |

_________

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Information regarding our dividend policy can be found in Part II —Financial Information —Item 8.—Financial Statements and Supplementary Data—Note 11—Equity.

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

From inception and through December 31, 2019, we have not declared or paid any dividends.

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

Therefore, we do not expect to pay any cash dividends in the foreseeable future.

Moreover, the terms of our senior secured credit facility limit the amount of funds that we will have available to declare and distribute as dividends on our common stock.

Payment of future cash dividends, if any, will be at the discretion of our board of directors in accordance with applicable laws after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, plans for expansion and contractual restrictions with respect to the payment of dividends.

[removed: The Selected Financial] [added: Information is within Part II—Financial Information—Item 8.—Financial Statements and Supplementary] Data [added: and] should be read in conjunction with Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

| | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | | | | | 2015 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | *(in thousands except per share data)* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Results of Operations Data (1): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 11,547,969 | | | | | $ | 10,787,800 | | | | | $ | 9,687,222 | | | | | $ | 7,826,336 | | | | | $ | 6,776,584 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating income (2) | | | $ | 324,844 | | | | | $ | 272,536 | | | | | $ | 91,397 | | | | | $ | 194,940 | | | | | $ | 131,372 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Income (loss) before income taxes (2) | | | $ | 185,104 | | | | | $ | 131,105 | | | | | $ | (9,380) | | | | | $ | 48,326 | | | | | 6,353 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) attributable to common stockholders of Live Nation (3) | | | $ | 69,889 | | | | | $ | 60,249 | | | | | $ | (6,015) | | | | | $ | 2,942 | | | | | $ | (32,508) | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic and diluted net loss available to common stockholders of Live Nation | | | $ | (4,882) | | | | | $ | (17,651) | | | | | $ | (97,646) | | | | | $ | (47,010) | | | | | $ | (65,687) | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic and diluted net loss per common share available to common stockholders of Live Nation (4) | | | $ | (0.02) | | | | | $ | (0.09) | | | | | $ | (0.48) | | | | | $ | (0.23) | | | | | $ | (0.33) | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends per share | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | As of December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Balance Sheet Data (1): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets (5) | | | $ | 10,975,615 | | | | | $ | 8,496,886 | | | | | $ | 7,504,263 | | | | | $ | 6,764,266 | | | | | $ | 6,156,241 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Long-term debt, net (including current maturities) | | | $ | 3,309,057 | | | | | $ | 2,815,020 | | | | | $ | 2,299,959 | | | | | $ | 2,313,053 | | | | | $ | 2,045,014 | | | | | | | | | | | | | | | | | | | | | | | | | |

| Redeemable noncontrolling interests | | | $ | 449,498 | | | | | $ | 329,355 | | | | | $ | 244,727 | | | | | $ | 347,068 | | | | | $ | 263,715 | | | | | | | | | | | | | | | | | | | | | | | | | |

_________

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

| (1) | | | 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. | | |

| (2) | | | 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, 2018 and 2017, include $10.5 million and $20.0 million, respectively, of goodwill impairments recorded in conjunction with our annual impairment tests. | | |

| (3) | | | 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 9—Income Taxes for further discussion of the 2017 tax reform change. In addition, the years ended December 31, 2018 and 2017, include $10.5 million and $20.0 million, respectively, of goodwill impairments recorded in conjunction with our annual impairment tests. | | |

| (4) | | | 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. | | |

| (5) | | | Total assets as of December 31, 2019 includes operating lease assets of $1.4 billion as a result of our adoption of the new lease accounting guidance on January 1, 2019. See Item 8. Financial Statements and Supplementary Data—Note 1—The Company and Summary of Significant Accounting Policies for further discussion of the impacts of the new lease guidance. | | |

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] 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 Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] 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 [removed: February 27, 2020,] [added: March 1, 2021,] expressed an unqualified opinion thereon.

[removed: Critical] [added: Critical] Audit [removed: Matter][added: Matter]

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 [removed: disclosures] [added: disclosure] to which it relates.

| *Description of the Matter* | | | At December 31, [removed: 2019,] [added: 2020,] the goodwill recorded in the [removed: Artist Management] [added: North America Concerts] reporting unit was [removed: $309] [added: $287] million. As discussed in Note [removed: 2] [added: 1] 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 [removed: performed and the fair value is at or near carrying value.] [added: performed.] In particular, the [removed: Artist Management] [added: North America Concerts] 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 [removed: rate and] [added: rate,] revenue growth rates [added: and EBITDA margin] 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 [removed: Artist Management] [added: North America Concerts] 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 [removed: Artist Management] [added: North America Concerts] reporting unit that would result from changes in the assumptions. | | |

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

| | | | [removed: 2019] | | | [added: 2020] | | | [removed: 2018] | | | [added: 2019] | | | | | | [added: 2018 | | |]

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

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

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

| Cash and cash equivalents | | | $ | [removed: 2,470,362] [added: 2,537,787] | | | | | $ | [removed: 2,371,540 | | | | | |] [added: 2,470,362] | |

| Accounts receivable, less allowance of [removed: $50,516] [added: $72,904] and [removed: $34,225,] [added: $50,516,] respectively | | | [removed: 994,606 | | | | | | 829,320] [added: 486,734] | | | | | | [added: 994,606] | | |

| Prepaid expenses | | | [removed: 667,044 | | | | | | 597,866] [added: 577,130] | | | | | | [added: 667,044] | | |

| Restricted cash | | | [removed: 3,880 | | | | | | 6,663] [added: 8,652] | | | | | | [added: 3,880] | | |

| Other current assets | | | [removed: 57,007 | | | | | | 42,685] [added: 39,465] | | | | | | [added: 57,007] | | |

| Total current assets | | | [removed: 4,192,899 | | | | | | 3,848,074] [added: 3,649,768] | | | | | | [added: 4,192,899] | | |

| Property, plant and equipment, net | | | [removed: 1,117,932 | | | | | | 946,593] [added: 1,101,414] | | | | | | [added: 1,117,932] | | |

| Operating lease assets | | | [removed: 1,402,019 | | | | | | —] [added: 1,424,223] | | | | | | [added: 1,402,019] | | |

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

| Definite-lived intangible assets, net | | | [removed: 870,141 | | | | | | 661,451] [added: 855,600] | | | | | | [added: 870,141] | | |

| Indefinite-lived intangible assets | | | [removed: 368,954 | | | | | | 368,854] [added: 369,058] | | | | | | [added: 368,954] | | |

| Goodwill | | | [removed: 1,998,498 | | | | | | 1,822,943] [added: 2,129,203] | | | | | | [added: 1,998,498] | | |

| Long-term advances | | | [removed: 593,699 | | | | | | 420,891] [added: 668,756] | | | | | | [added: 593,699] | | |

| Other long-term assets | | | [removed: 431,473 | | | | | | 428,080] [added: 391,281] | | | | | | [added: 431,473] | | |

| Total assets | | | $ | [removed: 10,975,615] [added: 10,589,303] | | | | | $ | [removed: 8,496,886 | | | | | |] [added: 10,975,615] | |

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

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

| Accounts payable, client accounts | | | $ | [removed: 1,005,888] [added: 744,096] | | | | | $ | [removed: 1,037,162 | | | | | |] [added: 1,005,888] | |

| Accounts payable | | | [removed: 100,237 | | | | | | 90,253] [added: 86,356] | | | | | | [added: 100,237] | | |

| Accrued expenses | | | [removed: 1,391,486 | | | | | | 1,245,465] [added: 894,149] | | | | | | [added: 1,391,486] | | |

| Deferred revenue | | | [removed: 1,391,032 | | | | | | 1,227,797] [added: 1,839,323] | | | | | | [added: 1,391,032] | | |

| Current portion of long-term debt, net | | | [removed: 37,795 | | | | | | 82,142] [added: 53,415] | | | | | | [added: 37,795] | | |

| Current portion of operating lease liabilities | | | [removed: 121,950 | | | | | | —] [added: 107,147] | | | | | | [added: 121,950] | | |

| Other current liabilities | | | [removed: 59,211 | | | | | | 67,047] [added: 72,083] | | | | | | [added: 59,211] | | |

| Total current liabilities | | | [removed: 4,107,599 | | | | | | 3,749,866] [added: 3,796,569] | | | | | | [added: 4,107,599] | | |

| Long-term debt, net | | | [removed: 3,271,262 | | | | | | 2,732,878] [added: 4,855,096] | | | | | | [added: 3,271,262] | | |

| Long-term operating lease liabilities | | | [removed: 1,374,481 | | | | | | —] [added: 1,445,674] | | | | | | [added: 1,374,481] | | |

| Long-term deferred income taxes | | | [removed: 178,173 | | | | | | 137,067] [added: 170,759] | | | | | | [added: 178,173] | | |

| | | | Goodwill - North America Concerts Reporting Unit | | |

March 1, 2021

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| Unrealized loss on cash flow hedge | | | | | | (36,689) | | | | | | — | | | | | | — | | |

| Realized loss on cash flow hedge | | | | | | 5,102 | | | | | | — | | | | | | — | | |

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

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| Cumulative effect of change in accounting principle | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,964) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,964) | | | | | | — | | |

| Exercise of stock options, net of shares withheld for option cost and employee taxes | | | | | | 1,822,670 | | | | | | 18 | | | | | | 20,952 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,970 | | | | | | — | | |

| Fair value of convertible debt conversion feature, net of issuance cost | | | | | | — | | | | | | — | | | | | | 33,347 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,347 | | | | | | — | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 54,378 | | | | | | 54,378 | | | | | | 23,511 | | |

| Divestitures | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6 | | | | | | 6 | | | | | | — | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | 14,336 | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,975) | | | | | | 10,361 | | | | | | (129,652) | | |

| Sales of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (7,667) | | | | | | — | | | | | | — | | | | | | — | | | | | | 39,406 | | | | | | 31,739 | | | | | | — | | |

| Cash distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (25,092) | | | | | | (25,092) | | | | | | (16,532) | | |

| Other | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,731) | | | | | | (2,731) | | | | | | 2,535 | | |

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

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

February 27, 2020

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| Balances at December 31, 2016 | | | | | | 203,396,066 | | | | | | $ | 2,034 | | | | | $ | 2,381,011 | | | | | $ | (1,073,457) | | | | | $ | (6,865) | | | | | $ | (176,707) | | | | | $ | 223,500 | | | | | $ | 1,349,516 | | | | | $ | 347,068 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Exercise of stock options | | | | | | 3,137,997 | | | | | | 31 | | | | | | 51,038 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 51,069 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,159 | | | | | | 9,159 | | | | | | 6,640 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (3,616) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,836) | | | | | | (6,452) | | | | | | (165,227) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (24,715) | | | | | | (24,715) | | | | | | (28,994) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | | | | — | | | | | | — | | | | | | (95) | | | | | | — | | | | | | — | | | | | | — | | | | | | 212 | | | | | | 117 | | | | | | (1,099) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Other | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 461 | | | | | | — | | | | | | 461 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| Other, net | | | (3,654) | | | | | | (3,760) | | | | | | 2,083 | | | | | | | | | | | | | | |

Generally, we record specific reserves to reduce the amounts recorded to what we believe will be collected when a customer’s account ages beyond typical collection patterns, or we become aware of a customer’s inability to meet its financial obligations.

If the qualitative assessment is not performed first, we perform only this quantitative test.

In this case, we will disclose the amount of goodwill allocated to that reporting unit and disclose which reportable segment the reporting unit is included in.

*Lease Accounting*

In February 2016, the FASB issued guidance that requires lessees to recognize most leases on their balance sheet as a lease liability and asset, and to disclose key information about leasing arrangements.

We adopted this standard on January 1, 2019, applying the transitional provisions of the standard to the beginning of the period of adoption and elected the package of practical expedients available under the transition guidance within the new guidance which, among other things, allowed us to carry forward the historical lease classification.

We also made an accounting policy election to keep leases with an initial term of twelve months or less off the balance sheet, recognizing those lease payments in our statements of operations generally on a straight-line basis over the term of the lease.

We have implemented third-party lease software, and corresponding internal controls, to account for our leases and facilitate compliance with the new guidance.

The new guidance had a material impact on our balance sheet, but did not have a material impact on our statements of operations or an impact on our compliance with the debt covenant requirements under our senior secured credit facility and other debt arrangements.

Upon adoption, we recognized operating lease assets and liabilities of $1.1 billion and $1.2 billion, respectively.

The initial operating lease assets and liabilities were based on the present value of the remaining minimum lease payments, discounted using our secured incremental borrowing rate which varies based on geographical region and term of the underlying lease.

The operating lease assets were also reduced by $85.3 million for prepaid rent, straight-line rent accruals and lease incentives.

The guidance is to be applied through a cummulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption.

The guidance is effective for annual periods beginning after December 15, 2019 and interim periods within that year, and early adoption is permitted.

The guidance should be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.

We will adopt this guidance on January 1, 2020, and will apply it prospectively.

| | | | 2,539,315 | | | | | | 2,216,930 | | | | | | | | |

| | | | $ | 1,117,932 | | | | | $ | 946,593 | | | | | | | |

Based on their evaluation as of December 31, [removed: 2019,] [added: 2020,] 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.

Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in Internal 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] consolidated financial statements of the Company, and our report dated [removed: February 27, 2020] [added: March 1, 2021] expressed an unqualified opinion thereon.

We have not experienced any material impact to our internal controls over financial reporting resulting from the fact that employees are working remotely due to the global COVID-19 pandemic.

We are continually monitoring and assessing the impact of the global COVID-19 pandemic on our internal controls to minimize the affect on their design and operating effectiveness.

March 1, 2021

February 27, 2020

| [Consolidated Balance Sheets as of December 31, [removed: 2019] [added: 2020] and [removed: 2018](#id0c8c2a6172f40fa92554b30891afdae_124)] [added: 2019](#i9740469ee5bd489f9e636c3c2c594c27_124)] | | | [removed: [54](#id0c8c2a6172f40fa92554b30891afdae_124)] [added: [55](#i9740469ee5bd489f9e636c3c2c594c27_124)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#id0c8c2a6172f40fa92554b30891afdae_130)] [added: 2018](#i9740469ee5bd489f9e636c3c2c594c27_127)] | | | [removed: [55](#id0c8c2a6172f40fa92554b30891afdae_130)] [added: [56](#i9740469ee5bd489f9e636c3c2c594c27_127)] | | |

| [Consolidated Statements of Comprehensive [removed: Income for] [added: Income](#i9740469ee5bd489f9e636c3c2c594c27_130) [(Loss)](#i9740469ee5bd489f9e636c3c2c594c27_130) [for] the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#id0c8c2a6172f40fa92554b30891afdae_133)] [added: 2018](#i9740469ee5bd489f9e636c3c2c594c27_130)] | | | [removed: [56](#id0c8c2a6172f40fa92554b30891afdae_133)] [added: [57](#i9740469ee5bd489f9e636c3c2c594c27_130)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#id0c8c2a6172f40fa92554b30891afdae_136)] [added: 2018](#i9740469ee5bd489f9e636c3c2c594c27_133)] | | | [removed: [57](#id0c8c2a6172f40fa92554b30891afdae_136)] [added: [58](#i9740469ee5bd489f9e636c3c2c594c27_133)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017](#id0c8c2a6172f40fa92554b30891afdae_139)] [added: 2018](#i9740469ee5bd489f9e636c3c2c594c27_136)] | | | [removed: [60](#id0c8c2a6172f40fa92554b30891afdae_139)] [added: [59](#i9740469ee5bd489f9e636c3c2c594c27_136)] | | |

| [Notes to Consolidated Financial [removed: Statements](#id0c8c2a6172f40fa92554b30891afdae_142)] [added: Statements](#i9740469ee5bd489f9e636c3c2c594c27_139)] | | | [removed: [61](#id0c8c2a6172f40fa92554b30891afdae_142)] [added: [60](#i9740469ee5bd489f9e636c3c2c594c27_139)] | | |

The following financial statement schedule for the years ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

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

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

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

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

(1) Foreign currency [removed: adjustments] [added: adjustments, acquisitions] and [removed: acquisitions.][added: miscellaneous adjustments.]

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

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

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

(1) During [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

The 2019 [added: and 2020] valuation allowance increased due to increases in fully valued deferred tax assets, primarily net operating loss carryforwards.

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

| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | | [removed: | | | | | | | | |]

| 2.1 | | | [Share Subscription Agreement and Other Covenants entered into as of May 1, 2018, by and among Live Nation Entertainment, Inc., Live Nation International Holdings B.V., Rock City, S.A., and Roberto Medina and certain other shareholders of Rock City, S.A.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000069/lyv_20180510x8kxex21.htm) | | | 8-K | | | 001-32601 | | | 2.1 | | | 5/10/2018 | | | | | | | | | [removed: | | | | | | | | |]

| 3.1 | | | [Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510040804/dex31.htm) | | | 10-K | | | 001-32601 | | | 3.1 | | | 2/25/2010 | | | | | | | | | [removed: | | | | | | | | |]

| 3.2 | | | [Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc.](http://www.sec.gov/Archives/edgar/data/1335258/000133525813000012/certofamendmenttocharter.htm) | | | 8-K | | | 001-32601 | | | 3.1 | | | 6/7/2013 | | | | | | | | | [removed: | | | | | | | | |]

| 3.3 | | | [Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.](http://www.sec.gov/Archives/edgar/data/1335258/000133525813000012/fifthamendedandrestatedbyl.htm) | | | 8-K | | | 001-32601 | | | 3.2 | | | 6/7/2013 | | | | | | | | | [removed: | | | | | | | | |]

| [removed: 4.1] [added: 10.4 §] | | | [removed: [Amended and Restated Rights Agreement, dated as of December 18, 2015, between Live] [added: [Live] Nation Entertainment, Inc. [added: 2005 Stock Incentive Plan, as amended] and [removed: Computershare Inc.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000139/lyv_8kxex41x12232015.htm)] [added: restated as of March 19, 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000070/lyv-8k2015610xex102.htm)] | | | 8-K | | | 001-32601 | | | [removed: 4.1 | | | 12/24/2015 | | | | | |] [added: 10.2] | | | [added: 6/11/2015] | | | | | | | | |

| [removed: 4.2] [added: 4.1] | | | [Form of Certificate of Designations of Series A Junior Participating Preferred Stock.](http://www.sec.gov/Archives/edgar/data/1335258/000095012905012209/h31387exv4w2.htm) | | | 8-K | | | 001-32601 | | | 4.2 | | | 12/23/2005 | | | | | | | | | [removed: | | | | | | | | |]

| [removed: 4.4] [added: 4.2] | | | [Description of [removed: Securities](https://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex44.htm).] [added: Securities](https://www.sec.gov/Archives/edgar/data/1335258/000133525821000009/lyv-202001231xex42.htm)[.](https://www.sec.gov/Archives/edgar/data/1335258/000133525821000009/lyv-202001231xex42.htm)] | | | | | | | | | | | | | | | | | | X | | | [removed: | | | | | | | | |]

| 10.1 | | | [Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc.](http://www.sec.gov/Archives/edgar/data/1335258/000119312509029446/dex102.htm) | | | 8-K | | | 001-32601 | | | 10.2 | | | 2/13/2009 | | | | | | | | | [removed: | | | | | | | | |]

| 10.2 | | | [Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510017099/dex101.htm) | | | 8-K | | | 001-32601 | | | 10.1 | | | 1/29/2010 | | | | | | | | | [removed: | | | | | | | | |]

| 10.3 | | | [Form of Indemnification Agreement.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510040804/dex1023.htm) | | | 10-K | | | 001-32601 | | | 10.23 | | | 2/25/2010 | | | | | | | | | [removed: | | | | | | | | |]

| [removed: 10.4] [added: 10.7] § | | | [removed: [Live] [added: [Form Stock Option Agreement for the Live] Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000070/lyv-8k2015610xex102.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1012.htm)] | | | [removed: 8-K] [added: 10-K] | | | 001-32601 | | | [removed: 10.2 | | | 6/11/2015 | | | | | |] [added: 10.12] | | | [added: 2/25/2016] | | | | | | | | |

| 10.5 § | | | [Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510012285/dex101.htm) | | | S-8 | | | 333-164507 | | | 10.1 | | | 1/26/2010 | | | | | | | | | [removed: | | | | | | | | |]

| 10.6 § | | | [Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510248245/dex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 11/4/2010 | | | | | | | | | [removed: | | | | | | | | |]

| [removed: 10.7] [added: 10.8] § | | | [Form [added: Restricted] Stock [removed: Option] Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, [removed: 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1012.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1013.htm)] | | | 10-K | | | 001-32601 | | | [removed: 10.12] [added: 10.13] | | | 2/25/2016 | | | | | | | | | [removed: | | | | | | | | |]

| [removed: 10.8] [added: 10.10] § | | | [Form Restricted Stock Agreement for the [removed: Live Nation] [added: Amended and Restated Ticketmaster] Entertainment, Inc. [removed: 2005] [added: 2008] Stock [removed: Incentive Plan, as amended] and [removed: restated as of March 19, 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1013.htm)] [added: Annual Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1015.htm)] | | | 10-K | | | 001-32601 | | | [removed: 10.13] [added: 10.15] | | | 2/25/2016 | | | | | | | | | [removed: | | | | | | | | |]

| 10.9 § | | | [Form Stock Option Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1014.htm) | | | 10-K | | | 001-32601 | | | 10.14 | | | 2/25/2016 | | | | | | | | | [removed: | | | | | | | | |]

| 10.11 § | | | [Amended and Restated Live Nation, Inc. Stock Bonus Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000129993310000261/exhibit1.htm) | | | 8-K | | | 001-32601 | | | 10.1 | | | 1/25/2010 | | | | | | | | | [removed: | | | | | | | | |]

| 10.12 § | | | [Employment Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc. and Michael Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex101.htm) | | | 8-K | | | 001-32601 | | | 10.1 | | | 12/18/2017 | | | | | | | | | [removed: | | | | | | | | |]

| 10.13 § | | | [Performance Share Award Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc. and Michael Rapino](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex102.htm). | | | 10-K | | | 001-32601 | | | 10.2 | | | 12/18/2017 | | | | | | | | | [removed: | | | | | | | | |]

| 10.14 § | | | [Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Joe Berchtold](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex101.htm). | | | 8-K | | | 001-32601 | | | 10.1 | | | 12/20/2017 | | | | | | | | | [removed: | | | | | | | | |]

| 10.15 § | | | [Performance Share Award Agreement entered into December 19, 2017, by and between Live Nation Entertainment, Inc. and Joe Berchtold.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex102.htm) | | | 8-K | | | 001-32601 | | | 10.2 | | | 12/20/2017 | | | | | | | | | [removed: | | | | | | | | |]

| Year ended December 31, 2020 | | | | | | $ | 50,516 | | | | | $ | 26,103 | | | | | $ | (11,901) | | | | | $ | 8,186 | | | | | $ | 72,904 | |

The year ended December 31, 2020 includes a $3.0 million cumulative-effect adjustment related to our adoption of the accounting guidance for current expected credit losses for financial assets measured at amortized cost.

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

| Year ended December 31, 2020 | | | | | | $ | 667,242 | | | | | $ | 344,161 | | | | | $ | — | | | | | $ | 89,004 | | | | | $ | 1,100,407 | |

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

| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | |

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

| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | |

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| 10.29 | | | [Amendment No. 7 to the Credit Agreement, dated as of April 9, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P. Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 8/5/2020 | | | | | | | | |

| 10.30 | | | [Amendment No. 8 to the Credit Agreement, dated as of July 29, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P. Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000163/lyv-20200930xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 11/5/2020 | | | | | | | | |

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

| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | |

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| 10.46 | | | [Fourth Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex103.htm) | | | 10-Q | | | 001-32601 | | | 10.3 | | | 8/5/2020 | | | | | | | | |

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

| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | |

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| 10.49 | | | [Second Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex104.htm) | | | 10-Q | | | 001-32601 | | | 10.4 | | | 8/5/2020 | | | | | | | | |

| 10.52 | | | [First Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex105.htm) | | | 10-Q | | | 001-32601 | | | 10.5 | | | 8/5/2020 | | | | | | | | |

| 10.53 | | | [Indenture dated as of February 3, 2020 between Live Nation Entertainment, Inc. and HSBC Bank USA, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000081/lyv-20200331xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 5/7/2020 | | | | | | | | |

| 10.54 | | | [Indenture, dated as of May 20, 2020 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and U.S. Bank National Association, as trustee and notes collateral agent.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 8/5/2020 | | | | | | | | |

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

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

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.

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

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

| 2.2 | | | [Stock Purchase Agreement dated July 24, 2019, by and among Corporación Interamericana de Entretenimiento, S.A.B. de C.V. as Seller, Ticketmaster New Ventures, S. de R.L. de C.V. as Purchaser, Live Nation Entertainment, Inc. as joint obligor of Purchaser, and OCESA Entretenimiento, S.A. de C.V.](http://www.sec.gov/Archives/edgar/data/1335258/000133525819000141/lyv-2019930xex21.htm) | | | 10-Q | | | 001-32601 | | | 2.1 | | | 10/31/2019 | | | | | | | | | | | | | | | | | |

| 2.3 | | | [Stock Purchase Agreement dated July 24, 2019, by and among Grupo Televisa, S.A.B. and Promo-Industrias Metropolitanas, S.A.de R.L. de C.V., the Sellers, Ticketmaster New Ventures, S. de R.L. de C.V. and Ticketmaster New Ventures Holdings, Inc., the Purchasers, Live Nation Entertainment, Inc. as joint obligor of Purchasers, and OCESA Entretenimiento, S.A. de C.V.](http://www.sec.gov/Archives/edgar/data/1335258/000133525819000141/lyv-2019930xex22.htm) | | | 10-Q | | | 001-32601 | | | 2.2 | | | 10/31/2019 | | | | | | | | | | | | | | | | | |

| 4.3 | | | [Form of Right Certificate.](http://www.sec.gov/Archives/edgar/data/1335258/000095012905012209/h31387exv4w3.htm) | | | 8-K | | | 001-32601 | | | 4.3 (Annex B) | | | 12/23/2005 | | | | | | | | | | | | | | | | | |

| 10.10 § | | | [Form Restricted Stock Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1015.htm) | | | 10-K | | | 001-32601 | | | 10.15 | | | 2/25/2016 | | | | | | | | | | | | | | | | | |

(c)1.

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, 2019 and 2018.

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

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 [removed: February 27, 2020.][added: March 1, 2021.]

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

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

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

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

| /s/ Michael Rapino Michael Rapino | | | | | | President, Chief Executive Officer and Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Kathy Willard Kathy Willard | | | | | | Chief Financial Officer | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Brian Capo Brian Capo | | | | | | Chief Accounting Officer | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Maverick Carter Maverick Carter | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Ariel Emanuel Ariel Emanuel | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Jeffrey T. Hinson Jeffrey T. Hinson | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ James S. Kahan James S. Kahan | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Gregory B. Maffei Gregory B. Maffei | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Randall T. Mays Randall T. Mays | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Mark S. Shapiro Mark S. Shapiro | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| /s/ Dana Walden Dana Walden | | | | | | Director | | | | | | [removed: February 27, 2020] [added: March 1, 2021] | | |

| | | | | | |

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

| | | | | | |

| /s/ Ping Fu Ping Fu | | | | | | Director | | | | | | March 1, 2021 | | |

| /s/ Chad Hollingsworth Chad Hollingsworth | | | | | | Director | | | | | | March 1, 2021 | | |

| | | | | | | | | |

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

| /s/ Mark Carleton Mark Carleton | | | | | | Director | | | | | | February 27, 2020 | | |

| /s/ Robert Ted Enloe, III Robert Ted Enloe, III | | | | | | Director | | | | | | February 27, 2020 | | |

| /s Ping Fu Ping Fu | | | | | | Director | | | | | | February 27, 2020 | | |

| /s/ Jimmy Iovine Jimmy Iovine | | | | | | Director | | | | | | February 27, 2020 | | |