Live Nation Entertainment (LYV) 10-K risk factor changes: FY2021 vs FY2020

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

[removed: As of the date of this report, certain] [added: While most] sports leagues have recommenced, [removed: but they] [added: some] have [removed: largely] done so [removed: without fans or] at [removed: greatly] reduced capacity, and thus without the typical need for ticketing.

[removed: Until] [added: Our revenue will continue to be negatively impacted until] such time as [removed: fans are allowed at] [added: concerts and] sporting events [added: resume full activity levels] at [added: full] capacity [removed: and concerts recommence in] [added: on] a [removed: meaningful way, our revenue will be minimal;] [added: global basis;] the possibility exists that these circumstances might continue for a longer period of time than current expectations.

Due to the unprecedented nature of the global COVID-19 [removed: pandemic] [added: pandemic, particularly the non-linear recovery due in part to surges of the virus] and its [removed: impacts] [added: variants that in some instances has halted or reversed the lessening of restrictions] on [removed: our business,] [added: activities and the return to pre-pandemic life,] 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.

[removed: The company faces] [added: We face] ancillary risks and uncertainties arising from the global COVID-19 pandemic in addition to [removed: the current] [added: any partial or complete] shutdown of its revenue-generating operations.

whether or not such risk factors identify the global COVID-19 pandemic as the underlying cause, and many extend beyond the [removed: duration] [added: initial impact] of the [removed: current shutdown] [added: pandemic on our business] 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 increased risk of litigation in the current and future environment, such as pending lawsuits challenging aspects of [removed: the company’s] [added: our] ticket refund policies and procedures;

- a reduction in the profitability of our [removed: operations when concerts resume,] [added: operations,] 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 likelihood of the realization or intensification of these risks and uncertainties and the ultimate magnitude of their impact on [removed: the company] [added: us] are not knowable or quantifiable at this [added: time, as the global COVID-19 pandemic and its impacts may continue for an unknown period of] time.

Different jurisdictions [added: have and] will [added: continue to] lift social distancing guidelines and restrictions on gatherings of people at different times, [removed: and] will have [removed: different] [added: varied] rules in place [removed: thereafter.][added: thereafter and will respond to any future waves of the virus in different ways.]

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 [removed: company] [added: Company] and its results of operations [removed: will] [added: may] be.

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 [removed: Pandemic,] [added: Pandemic and] the additional debt [removed: issuances and the amendments we made to our senior secured credit facility described in Item 8.—Financial Statements—Note 5—Long-Term Debt.][added: issuances.]

[removed: 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] [added: There] can be no assurances that we will remain in compliance with [removed: this or other] [added: the] covenants in our debt and credit instruments, or that we would be able to obtain waivers or amendments in order to avoid default.

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

There are certain state laws that now ban such ticket listings, and the New York Attorney General has [added: in the past] brought [removed: a lawsuit] [added: lawsuits] against resale companies for these practices.

For example, in the second quarter of 2018, we became aware that a third-party customer support product, used in certain jurisdictions outside the [removed: U.S.,] [added: United States,] was infected with a malicious code that may have allowed an unauthorized party to skim customers’ personal or payment information from their browsers.

In addition, following the withdrawal of the United Kingdom from the E.U. on December 31, 2020, we [removed: must] [added: were required to] separately comply with the U.K.’s data protection law, under which additional fines and penalties could be imposed independent of the GDPR.

[removed: These changes] could lead to additional compliance costs and could increase our overall risk.

It has been confirmed that the U.K. ICO will not be able to act as the single authority for E.U. multinationals; this means that E.U. multinationals will often have two regulators; one for U.K. activities and one for the rest of the [removed: E.U.27] [added: E.U.] where cross-border processing takes place.

Live Nation [removed: is currently re-assessing its] [added: has been assigned a new] lead authority based on its cross-border processing, so it continues to have a main point of contact for the E.U. In addition, the U.K. is now not part of the E.U. for purposes of data transfers.

Live Nation as a tour sponsor will continue to use [removed: Tier 5] [added: temporary worker] routes into the U.K. now including E.U. and [removed: E.E.A.] [added: European Economic Area] musicians and crew on the sponsor’s license.

In [removed: many] [added: the majority of] member states the working arrangements will be [removed: the same or] similar, such as in France and Germany.

- human health, [removed: safety] [added: safety, security] and sanitation requirements;

In addition, [added: in January 2020,] we [removed: recently] agreed with the United States Department of Justice to extend the duration of the consent decree we entered into in connection with our merger with Ticketmaster Entertainment LLC, which places certain restraints on our business (see the risk factor entitled “We recently agreed with the United States Department of Justice to extend and clarify the court-imposed final judgment to which we became subject in connection with the merger of Live Nation, Inc. and Ticketmaster Entertainment LLC, which places certain restrictions and obligations on us which could negatively impact our business” below).

In [removed: January 2020,] [added: December 2019,] 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 business.

As of December 31, [removed: 2020,] [added: 2021,] our total indebtedness, excluding unamortized debt discounts and debt issuance costs of [removed: $129.8] [added: $99.5] million, was [removed: $5.0] [added: $5.8] billion.

Our available borrowing capacity under the revolving portion of our senior secured credit facility at that date was [removed: $961.7] [added: $569.9] million, with outstanding letters of credit of [removed: $68.3] [added: $60.1] million.

See [removed: the table in] Item 7.—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations and Commitments—Firm [removed: Commitments.][added: Commitments for further discussion.]

For the year ended December 31, [removed: 2020,] [added: 2021,] our international operations accounted for approximately [removed: 36%] [added: 19%] of our revenue.

We experienced foreign exchange rate operating income of $2.6 million for the year ended December 31, 2020 and foreign exchange operating losses of [removed: $9.8] [added: $9.2] million and [removed: $1.8] [added: $9.8] million for the years ended December 31, [removed: 2019] [added: 2021] and [removed: 2018,] [added: 2019,] respectively, which impacted our operating income (loss).

Due to the unprecedented stoppage of our concert events globally in mid-March [added: 2020] due to the global COVID-19 pandemic, we did not experience our typical seasonality trends in [removed: 2020.][added: 2020 and 2021 even with the resumption of events late in the second quarter of 2021.]

| March 31 | | | | | | $ | [removed: (172,670)] [added: (303,172)] | | | | | $ | [removed: (23,863)] [added: (172,670)] | |

| June 30 | | | | | | [removed: (588,067)] [added: (127,285)] | | | | | | [removed: 171,586] [added: (588,067)] | | |

| September 30 | | | | | | [removed: (504,441)] [added: 137,145] | | | | | | [removed: 260,041] [added: (504,441)] | | |

| December 31 | | | | | | [removed: (388,014)] [added: (124,546)] | | | | | | [removed: (82,920)] [added: (388,014)] | | |

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

We have experienced a significant increase in our cost to obtain appropriate insurance over the past several years, though it is difficult to gauge the portion of this increase that is due to conditions in the insurance marketplace generally versus that attributable to our claims history for the mass casualty, cybersecurity, the global COVID-19 pandemic and other incidents [added: that] we have faced.

At December 31, [removed: 2020,] [added: 2021,] we had property and equipment with a net book value of $1.1 billion.

Similarly, concerts have resumed on a jurisdiction by jurisdiction basis, often at reduced capacity and with the potential for cancellations and rescheduled events.

At this time, it is impossible to know or predict whether the positive steps we saw toward returning to pre-pandemic event levels in various global jurisdictions in 2021 will continue or be hampered by additional waves of the virus, potentially causing national and local governments around the world to once again place or retain various restrictions on gatherings of people that prohibit or greatly impair the ability to hold concert and sporting events.

This uncertainty exists on a jurisdiction by jurisdiction basis in the in the 45 countries in which we operate.

- The impact of tightening labor markets across the globe with unemployment rates dropping, resignations reaching record highs, and upward pressure on salaries and wages due to inflation and demand for skilled workers in numerous fields; combined with, continuing supply chain issues could impact our ability to produce tours and festivals as well as open and maintain venues without timing and cost disruptions;

Thus far, there have been several waves—periods where infection rates subside followed by spikes due to variants of the virus or other factors—of the pandemic, which may lead to stronger restrictions being put into place for a greater duration of time.

While vaccination programs are now in place, the changing and evolving nature of the COVID-19 virus presents challenges to such programs, making the future course and duration of the pandemic uncertain, which impacts our business in a manner that is unknowable at this time.

In 2020, Moody’s and S&P downgraded the Company’s credit ratings and applied negative outlooks to our business.

In 2021, Moody’s and S&P both revised their outlooks from negative to stable, and in January 2022, S&P further improved their outlook to positive.

We may experience negative credit actions if the pandemic and its ancillary effects persist.

On November 5, 2021, the Astroworld music festival was held in Houston, Texas.

During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries.

Following these events, hundreds of civil lawsuits have been filed against Live Nation Entertainment, Inc. and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages.

These events are the subject of an ongoing investigation by local authorities in Harris County, Texas, and are the subject of an inquiry we received from the House of Representatives Committee on Oversight and Reform.

We may incur material liabilities from the 2021 Astroworld event, for which it is currently expected liability insurance can provide sufficient coverage, but at this time there are no assurances of such coverage.

In addition, this could negatively impact our business, including our ability to obtain reasonably priced insurance coverage for future events, costs of operating security at events and other cost and commercial ramifications.

These effects could have a material impact on our business, financial condition, results of operations and/or cash flows.

In the United States, several new comprehensive privacy laws, including in California, Virginia and Colorado, which go into effect in 2023, will require us to update our policies and procedures to continue to protect data as required under those laws.

The changes in the E.U.,U.K. and the United States.

The GDPR principle that data cannot leave the E.U. (to the U.K. in this case) now applies, however the U.K. has been granted adequacy by the E.U., allowing data to continue to flow to the U.K. Live Nation has already documented data flows to identify where U.K. flows occur and have contractual templates prepared.

We are in the process of reviewing the U.K.’s International Data Transfer Agreement laid out before the U.K. and will monitor whether the U.K. will implement an adequacy system, as proposed by the U.K. government’s data reform package, so we are prepared to comply with any transfer limitation obligations under the U.K. regime.

Conversion of our convertible notes may dilute the ownership interest of existing stockholders and may affect our per share results and the trading price of our common stock.

The issuance of shares of our common stock upon conversion of our convertible notes may dilute the ownership interests of existing stockholders.

Issuances of stock on conversion may also affect our per share results of operations.

Any sales in the public market of our common stock issuable upon such conversion could adversely affect prevailing market prices of our common stock.

| | | | | | | 2021 | | | | | | 2020 | | |

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

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.

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 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 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;

- 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;

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.

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.

Due to potential liquidity concerns caused by the global COVID-19 pandemic, in March and August 2020, Moody’s downgraded our Corporate Family Ratings and in May 2020, S&P downgraded the company’s credit ratings to B+ with a negative outlook; the likelihood that we may experience further negative credit actions increases the longer the duration of the pandemic and its ancillary effects.

The GDPR principle that data cannot leave the E.U. (to the U.K. in this case) now applies.

While a four to six month grace period is currently in effect, following this, there are two possible scenarios: (1) the U.K. is granted adequacy by the E.U., allowing data to continue to flow to the U.K. or (2) adequacy is not granted, in which case additional safeguards, such as contractual commitments would need to be implemented for E.U.-U.K. transfers.

Live Nation has already documented data flows to identified where U.K. flows occur and have contractual templates prepared should scenario two materialize.

As of December 31, 2020, $53.4 million of our total indebtedness (excluding interest and unamortized debt discount and debt issuance costs) is due in 2021, $612.5 million is due in the aggregate in 2022 and 2023, $1.0 billion is due in the aggregate in 2024 and 2025 and $3.3 billion is due thereafter.

In addition, as of December 31, 2020, we had $2.4 billion in operating lease liabilities, of which $192.4 million is due in 2021 and $196.0 million is due in 2022.

All long-term debt without a stated maturity date is considered current and is reflected here as due in 2021.

| | | | | | | 2020 | | | | | | 2019 | | |

*The following discussion of our financial condition and results of operations generally discusses [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] items along with year-over-year comparisons between these two years.

Discussion of [removed: 2018] [added: 2019] items and year-over-year comparisons between [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] can be found in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2019] [added: 2020] Annual Report on Form 10-K.*

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

[removed: Twenty] [added: More than twenty] years of [added: ongoing] global growth demonstrates the resilience of fan demand for the live entertainment experience.

We are [added: balancing our ramp-up with the cost-savings initiatives we implemented across the organization and are] also protecting our liquidity by [removed: tightly] managing cash outflows associated with all our major expenditures: operating expenses, capital expenditures, acquisitions, and advances in both our ticketing and concert businesses.

[removed: We remain] [added: The progress and momentum over the last three quarters has made us even more] optimistic about the long-term potential of our company and the unique power of live shows to unite people.

| | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | |

| North America | | | | | | | | | | | | | | | [removed: 5,270] [added: 12,004] | | | | | | [removed: 28,407] [added: 5,270] | | | | | | [removed: 24,186] [added: 28,407] | | |

| International | | | | | | | | | | | | | | | [removed: 2,847] [added: 5,230] | | | | | | [removed: 11,830] [added: 2,847] | | | | | | [removed: 10,810] [added: 11,830] | | |

| Total estimated events | | | | | | | | | | | | | | | [removed: 8,117] [added: 17,234] | | | | | | [removed: 40,237] [added: 8,117] | | | | | | [removed: 34,996] [added: 40,237] | | |

| North America | | | | | | | | | | | | | | | [removed: 6,075] [added: 26,331] | | | | | | [removed: 62,687] [added: 6,075] | | | | | | [removed: 61,159] [added: 62,687] | | |

| International | | | | | | | | | | | | | | | [removed: 5,067] [added: 8,728] | | | | | | [removed: 34,967] [added: 5,067] | | | | | | [removed: 31,607] [added: 34,967] | | |

| Total estimated fans | | | | | | | | | | | | | | | [removed: 11,142] [added: 35,059] | | | | | | [removed: 97,654] [added: 11,142] | | | | | | [removed: 92,766] [added: 97,654] | | |

| Estimated number of fee-bearing tickets sold | | | | | | | | | | | | | | | [removed: 31,101] [added: 131,685] | | | | | | [removed: 219,838] [added: 31,101] | | | | | | [removed: 217,442] [added: 219,975] | | |

| Estimated number of non-fee-bearing tickets sold | | | | | | | | | | | | | | | [removed: 88,823] [added: 150,650] | | | | | | [removed: 266,750] [added: 88,823] | | | | | | [removed: 265,033] [added: 266,750] | | |

| Total estimated tickets sold | | | | | | | | | | | | | | | [removed: 119,924] [added: 282,335] | | | | | | [removed: 486,588] [added: 119,924] | | | | | | [removed: 482,475] [added: 486,725] | | |

Fee-bearing tickets sold above are net of refunds of [removed: 27.4] [added: 21.0] million [added: and 27.3 million] tickets for the [removed: year] [added: years] ended December 31, [removed: 2020.][added: 2021 and 2020, respectively.]

| | | | | | | | | | | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | % Change [removed: 2020] [added: 2021] vs [removed: 2019] [added: 2020] | | | | | | % Change [removed: 2019] [added: 2020] vs [removed: 2018] [added: 2019] | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2018] [added: 2019] | | | | | | | | | | | | | | |

| Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 1,468,433] [added: 4,722,190] | | | | | $ | [removed: 9,428,094] [added: 1,468,433] | | | | | $ | [removed: 8,770,031] [added: 9,428,094] | | | | | [removed: (84)%] [added: *] | | | | | | [removed: 8%] [added: (84)%] | | |

| Direct operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 1,222,997] [added: 3,913,975] | | | | | | [removed: 7,857,437] [added: 1,222,997] | | | | | | [removed: 7,340,757] [added: 7,857,437] | | | | | | [removed: (84)%] [added: *] | | | | | | [removed: 7%] [added: (84)%] | | |

| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | | | | [removed: 937,651] [added: 1,184,424] | | | | | | [removed: 1,386,928] [added: 937,651] | | | | | | [removed: 1,248,346] [added: 1,386,928] | | | | | | [removed: (32)%] [added: 26%] | | | | | | [removed: 11%] [added: (32)%] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 266,255] [added: 243,439] | | | | | | [removed: 239,682] [added: 266,255] | | | | | | [removed: 196,272] [added: 239,682] | | | | | | [removed: 11%] [added: (9)%] | | | | | | [removed: 22%] [added: 11%] | | |

| Loss (gain) on disposal of operating assets | | | | | | | | | | | | | | | | | | | | | [removed: 505] [added: (1,162)] | | | | | | [removed: (2,490)] [added: 505] | | | | | | [removed: 10,361] [added: (2,490)] | | | | | | * | | | | | | * | | |

| Operating loss | | | | | | | | | | | | | | | | | | | | | $ | [removed: (958,975)] [added: (618,486)] | | | | | $ | [removed: (53,463)] [added: (958,975)] | | | | | $ | [removed: (36,205)] [added: (53,463)] | | | | | [removed: *] [added: 36%] | | | | | | [removed: (48)%] [added: *] | | |

| Operating margin | | | | | | | | | | | | | | | | | | | | | [removed: (65.3)] [added: (13.1)%] | | [removed: %] | | | | [removed: (0.6)] [added: (65.3)%] | | [removed: %] | | | | [removed: (0.4)] [added: (0.6)%] | | [removed: %] | | | | | | | | | | | | |

| AOI | | | | | | | | | | | | | | | | | | | | | $ | [removed: (638,846)] [added: (221,338)] | | | | | $ | [removed: 242,323] [added: (638,846)] | | | | | $ | [removed: 225,982] [added: 242,323] | | | | | [removed: *] [added: 65%] | | | | | | [removed: 7%] [added: *] | | |

| AOI margin | | | | | | | | | | | | | | | | | | | | | [removed: (43.5)] [added: (4.7)%] | | [removed: %] | | | | [removed: 2.6] [added: (43.5)%] | | [removed: %] | | | | [removed: 2.6] [added: 2.6%] | | [removed: %] | | | | | | | | | | | | |

| | | | See “—Non-GAAP Measures” above for the definition [removed: and reconciliation] of AOI and AOI [removed: margin.] [added: margin as well as reconciliation of AOI.] | | |

Concerts had incremental revenue of [removed: $134.0] [added: $42.9] million during [removed: 2020] [added: 2021] from acquisitions, primarily [removed: that of a merchandise business.][added: from OCESA.]

[removed: The decrease in Concerts] [added: Ticketing] operating [removed: results] [added: income] for the year ended December 31, [removed: 2020] [added: 2021] was [added: $170.3 million as compared to an operating loss of $612.0 million for the prior year] primarily driven by the [removed: reduction in revenue caused by the global COVID-19 pandemic] [added: increased ticketing activity] discussed above [removed: partially offset by] [added: along with] cost reduction measures implemented [removed: during 2020, which have included] [added: in the second quarter of 2020 continuing into 2021, including] salary reductions, hiring freezes, furloughs, and reduction or elimination of other discretionary spending along with [removed: participating] [added: participation] in government support programs globally.

[removed: Depreciation] [added: Included in depreciation] and amortization [removed: during] [added: in] 2020 [removed: includes] [added: are] $23.2 million in impairment charges [removed: associated with revenue-generating contracts, venue management and leaseholds and client/vendor relationships] [added: of] intangible assets due to the impacts from the global COVID-19 pandemic.

[removed: Depreciation] [added: Included in depreciation] and amortization in 2019 [removed: includes] [added: are] $21.2 million in impairment charges primarily associated with revenue-generating contract intangible assets.

Concerts operating results for the year ended December 31, [removed: 2020] [added: 2021] include net operating losses of [removed: $59.2] [added: $19.6] million related to acquisitions and new venues.

| Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 188,383] [added: 1,134,268] | | | | | $ | [removed: 1,545,189] [added: 188,383] | | | | | $ | [removed: 1,529,566] [added: 1,545,189] | | | | | [removed: (88)%] [added: *] | | | | | | [removed: 1%] [added: (88)%] | | |

| Direct operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 129,433] [added: 358,246] | | | | | | [removed: 514,169] [added: 129,433] | | | | | | [removed: 549,265] [added: 514,169] | | | | | | [removed: (75)%] [added: *] | | | | | | [removed: (6)%] [added: (75)%] | | |

| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | | | | [removed: 501,032] [added: 472,519] | | | | | | [removed: 642,052] [added: 501,032] | | | | | | [removed: 634,829] [added: 642,052] | | | | | | [removed: (22)%] [added: (6)%] | | | | | | [removed: 1%] [added: (22)%] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 169,921] [added: 133,227] | | | | | | [removed: 156,894] [added: 169,921] | | | | | | [removed: 143,551] [added: 156,894] | | | | | | [removed: 8%] [added: (22)%] | | | | | | [removed: 9%] [added: 8%] | | |

| Loss (gain) on disposal of operating assets | | | | | | | | | | | | | | | | | | | | | [removed: (1)] [added: (67)] | | | | | | [removed: 116] [added: (1)] | | | | | | [removed: 7] [added: 116] | | | | | | * | | | | | | * | | |

| Operating income (loss) | | | | | | | | | | | | | | | | | | | | | $ | [removed: (612,002)] [added: 170,343] | | | | | $ | [removed: 231,958] [added: (612,002)] | | | | | $ | [removed: 201,914] [added: 231,958] | | | | | * | | | | | | [removed: 15%] [added: *] | | |

In 2021, we saw a meaningful restart of our operations in the second half of the year which is reflected in our financials and key performance indicators.

After nearly a year and a half of very limited events and ticket sales, shows restarted in some key markets at scale during the third quarter.

In particular, we saw outdoor amphitheater events as well as festivals take place in the United States and United Kingdom with enthusiastic fan response.

Despite the operational challenges associated with ramping up our concerts in a compressed timeframe, increased health protocols, and a tighter labor market, we were able to hold most planned concerts, increase overall per fan profitability, and improve our operating income by over $1 billion compared to 2020.

Emerging from the pandemic, our organization has streamlined its operations, reduced costs and focused its cash management strategies for future flexibility.

Even in the face of new Covid variants and regional surges, our reopening is well underway in the United States and United Kingdom, while other parts of the world catch up as vaccination efforts gain momentum and government responses evolve.

A key leading indicator of the future health of our business is transacted ticket sales and we had a record Q4 with the largest number of tickets sold in a quarter and the highest gross ticket value, excluding refunded tickets.

Our resale business also hit an historic high for us in Q4.

Our total revenue increased by $4.4 billion for the full year, from $1.9 billion in 2020 to $6.3 billion in 2021.

All three of our segments reported revenue growth due to more events, higher ticket sales and increased sponsor fulfillment over the past twelve months.

As a result, our operating income improved by $1.2 billion, from a loss of $1.7 billion in 2020 to a loss of $418 million in 2021.

The improvement resulted from increased events, ticket sales and sponsor client activation partially offset by higher selling, general and administrative expenses as we brought employees back from furlough and began hiring new roles to execute 2021 events and prepare for 2022.

The impact of changes in foreign exchange rates did not materially impact our year-over-year variances.

Our Concerts segment revenue for the full year increased by $3.3 billion, from $1.5 billion in 2020 to $4.7 billion in 2021.

The revenue growth was a result of increased shows and fans during the year as well as higher ancillary spend per fan and pricing at our events.

The number of events for the full year was more than 17,200 compared to approximately 8,200 events in 2020.

The number of fans for the full year was 35.1 million compared to approximately 11.1 million last year.

The growth was largely in the United States and United Kingdom.

Concerts operating loss for the full year improved by $340 million, from a loss of $959 million in 2020 to $618 million in 2021.

The improvement was primarily due to more shows this year, an increase in net ancillary spend per fan at our amphitheater and festival events, and growth in pricing across all venue types.

Our amphitheater net ancillary spend per fan grew by double digits compared to 2019 as a result of higher consumption and our transition to cashless transactions.

At our major festivals that had over 100 thousand fans, we also saw growth in onsite spend with our ancillary per fan increasing by double-digits over 2019.

Compared to 2019, overall pricing on tickets also increased by double digits.

And while we have seen some adverse impacts in our operating expenses per show due to labor shortages and supply chain issues, our spend per fan metrics have outpaced the higher costs.

Our Ticketing segment revenue for the full year increased by $946 million, from $188 million in 2020 to $1.1 billion in 2021.

The improvement resulted from an increase in ticket sales, stronger pricing, and a reduction in ticket refunds this year.

Excluding refunds, we sold 153 million fee-bearing tickets this year compared to 58 million tickets last year.

The improvement was almost entirely driven by sales in the United States and the United Kingdom, largely for concert and sporting events.

Pricing on our fee-bearing tickets increased by double-digits, reflecting strong consumer demand, particularly for premium seats and VIP experiences.

Our resale business bounced back dramatically in the second half of the year and Q4 was our highest resale gross transaction value quarter ever, at over $1 billion.

Ticketing operating income for the year improved by $782 million, from a $612 million loss in 2020 to income of $170 million in 2021.

The improvement in operating results was largely driven by increased ticket sales, strong ticket pricing and higher ancillary revenue streams.

Our Sponsorship & Advertising segment revenue for the full year increased by $208 million, from $204 million in 2020 to $412 million in 2021.

The improvement was due to higher activations with our marketing partners driven by more events going on sale, venues re-opening and supplying more advertising content to our clients.

Even with a compressed sales window, we saw strong sales for many of our larger festivals.

Operating income for the year increased by $157 million, from $45 million in 2020 to $202 million in 2021.

The improvement was due to more sponsor and online advertising activations resulting from the restart of live events and rapidly increasing ticket sales, particularly in the United States.

As ticket sales and events scale up in key markets, we continue to focus on mitigating the financial impact of the pandemic.

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 significantly impacted our business from mid-March through the first half of this year.

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.

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.

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 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.

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

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

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

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

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

| Sponsorship & Advertising | | | 283,153 | | | | | | 1,665 | | | | | | 2 | | | | | | 30,779 | | | | | | — | | | | | | — | | | | | | 315,599 | | |

| Other and Eliminations | | | (18,311) | | | | | | — | | | | | | — | | | | | | 817 | | | | | | (5,023) | | | | | | — | | | | | | (22,517) | | |

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

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

| Goodwill impairment | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | 10,500 | | | | | | * | | | | | | * | | |

Concerts revenue decreased $8.0 billion during the year ended December 31, 2020 as compared to the prior year primarily due to the unprecedented stoppage of our concert events globally during 2020.

Due to the global COVID-19 pandemic, beginning in mid-March 2020 we ceased all of our tours, closed our venues and cancelled or postponed our festivals to support global efforts at social distancing and mitigating the virus, and to comply with restrictions put in place by various governmental entities.

The unprecedented and rapid spread of COVID-19 and the related government restrictions and social distancing measures implemented throughout the world [removed: have] significantly impacted our [removed: live event business.][added: business through the first half of this year.]

[removed: The length and severity of] [added: Our core businesses surrounding] the [removed: impact to] [added: promotion of] live events [added: include ticketing] and [removed: our related] sponsorship and [removed: ticketing businesses is still uncertain.][added: advertising.]

We believe that we are the largest live entertainment company in the world, connecting over [removed: 580] [added: 310] million fans across all of our concerts and ticketing platforms in [removed: 46 countries.][added: 45 countries in 2021 and over 580 million fans in 2019 prior to the global COVID-19 pandemic.]

We believe we are the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting [removed: nearly 98] [added: over 35] million fans to more than [removed: 40,000] [added: 17,200] events for over [removed: 5,000] [added: 4,400] artists in [removed: 2019.][added: 2021.]

Live Nation owns, operates, has exclusive booking rights for or has an equity interest in [removed: 289] [added: 320] venues, including *House of Blues®* music venues and prestigious locations such as *The Fillmore®* in San Francisco, *Brooklyn Bowl®,* the Hollywood Palladium, the Ziggo Dome in Amsterdam, 3Arena in Ireland, Royal Arena in Copenhagen and Spark Arena in New Zealand.

As of December 31, [removed: 2019,] [added: 2021,] we had [removed: nearly 110] [added: 100] managers providing services to more than [removed: 500] [added: 450] artists.

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 [removed: 485] [added: 282] million tickets through our systems in [removed: 2019.][added: 2021.]

Ticketmaster serves nearly [removed: 11,500] [added: 7,100] clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, festival and concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.

We believe our global footprint is [added: one of] the world’s largest music advertising network for corporate brands and includes one of the world’s leading ecommerce websites, based on a comparison of gross sales of top internet [removed: retailers.][added: retailers prior to the global COVID-19 pandemic.]

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

We serve artists, venues and [added: sports] teams [added: and leagues] to secure content and tickets; we invest in technology to build innovative products which advance our ticketing, [removed: advertising and] [added: digital presence, including] mobile [removed: platforms;] [added: platforms,] and [added: advertising; and] we are paid by advertisers that want to connect their brands with our passionate fan base.

[removed: *•Expand] [added: - *Expand] our Concert Platform*.

We will also grow our onsite fan monetization [added: by improving ease of purchase including contactless payment and rollout of digital technology,] through improved onsite products, merchandising, and enhanced experiences for our fans.

We will continue to enhance our [removed: API] [added: application programming interface] features to reach a broader audience and expand our digital ticketing rollout, strengthening control over distribution for [removed: all parties] [added: our clients] and creating new and unique marketing opportunities.

We will continue to drive growth in our sponsorship relationships and capture a larger share of the global music sponsorship [removed: market.][added: market by further monetizing our fan base and portfolio of brands.]

We will continue to develop and to scale new products in order to drive onsite [added: and digital] revenue.

We connected over [removed: 580] [added: 310] million fans to their favorite live event in [removed: 2019.][added: 2021 and over 580 million fans in 2019 prior to the global COVID-19 pandemic.]

We promoted shows or tours for over [removed: 5,000] [added: 4,400] artists globally in [removed: 2019.][added: 2021 and over 5,000 artists in 2019 prior to the global COVID-19 pandemic.]

In addition, through our artist management companies, we [removed: manage] [added: managed] more than [added: 450 artists in 2021 and more than] 500 [removed: artists.][added: artists in 2019.]

Our primary [added: commercial] websites, *www.livenation.com* and *www.ticketmaster.com*, together with our other branded ticketing websites, are designed to promote ticket sales for live events.

We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in [removed: 41] [added: 43] countries worldwide.

In addition, we own, operate, have exclusive booking rights for, or have an equity interest in, [removed: 289] [added: 320] venues located across [removed: 46] [added: 45] countries as of the end of [removed: 2020,] [added: 2021,] 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 [added: 56 festivals globally in 2021 and] 111 festivals globally in [removed: 2019.][added: 2019 prior to the global COVID-19 pandemic.]

In addition, we believe that our global ticketing distribution network—which includes one of the largest ecommerce sites and related apps along with nearly [removed: 11,500] [added: 7,100] clients worldwide in [removed: 2019—makes] [added: 2021 and nearly 11,500 clients in 2019 — makes] us the largest ticketing network in the world.

We employ a sales force of [removed: over] [added: approximately] 500 people that works with [added: approximately 560 sponsors and] nearly 1,200 [removed: sponsors,] [added: in 2019 prior to the global COVID-19 pandemic,] through a combination of strategic partnerships, local venue-related deals, national agreements and digital campaigns, both in North America and internationally.

Our sponsors include some of the most well-recognized national and global brands [added: across diverse sectors] including [added: consumer, financials and leisure including] Citibank, O2, American Express, Cisco, Hilton, Red Bull and Anheuser Busch (each of these brands is a registered trademark of the sponsor).

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

[removed: Promoters,] [added: Artists,] in conjunction with [removed: artists,] [added: promoters,] managers and booking agents, set ticket prices and [removed: advertise events.][added: advertising plans.]

In addition, venue operators provide services such as concessions, parking, security, ushering and [removed: ticket-taking,] [added: ticket scanning at the gate,] and receive some or all of the revenue from concessions, merchandise, parking and premium seating.

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

Including intersegment revenue, our Concerts business generated [removed: $1.5] [added: $4.7] billion, or [removed: 78.9%,] [added: 75.3%,] of our total revenue during [removed: 2020.][added: 2021.]

We promoted more than [removed: 8,000] [added: 17,200] live music and other events in [removed: 2020.][added: 2021.]

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

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

During [removed: 2020,] [added: 2021,] we sold [removed: 41%, 54%, 4%] [added: 35%, 63%] and [removed: 1%] [added: 2%] of primary tickets through these channels, respectively.

Including intersegment revenue, our Ticketing business generated [removed: $188.4 million,] [added: $1.1 billion,] or [removed: 10.1%,] [added: 18.1%,] of our total revenue during [removed: 2020,] [added: 2021,] 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: 31] [added: 132] million tickets in [removed: 2020] [added: 2021] on which we were paid fees for our services.

In addition, approximately [removed: 89] [added: 151] 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.

In addition, under many written agreements between promoters and our clients, and generally subject to Ticketmaster approval, the client may allocate certain tickets for artist, promoter, agent and venue use and [added: do] not make those tickets available for sale by us.

Including intersegment revenue, our Sponsorship & Advertising business generated [removed: $203.7] [added: $411.9] million, or [removed: 10.9%,] [added: 6.6%,] of our total revenue during [removed: 2020.][added: 2021.]

Late in the second quarter, however, we began to see the positive impacts of successful vaccination rollouts in many of our key markets, mainly the United States and United Kingdom, with social distancing restrictions easing and live events resuming.

In the third quarter, we saw a meaningful restart of our operations with outdoor amphitheater events and festivals taking place in both the United States and United Kingdom.

The discussion below is based on operational metrics for 2021.

Refer to Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Key Operating Metrics for 2019 operational metrics which are more representative of the size of our business.

We connected nearly 98 million fans to more than 40,000 events for over 5,000 artists in 2019 prior to the global COVID-19 pandemic.

Prior to the global COVID-19 pandemic, we sold over 485 million tickets through our systems and served nearly 11,500 clients worldwide in 2019.

In December 2021 we acquired OCESA, one of the most prominent live event businesses globally with a robust business portfolio in ticketing, sponsorship, food and beverage, merchandise, and venue operations across Mexico and Latin America.

*•Digital Platforms and Ticketing*.

We monetize our physical and digital assets through long-term sponsorship agreements and advertising.

| North America | | | | | | | | | | | | 19 | | | | | | 130 | | | | | | 16 | | | | | | 56 | | | | | | 5 | | | | | | 226 | | |

We actively develop and apply methods to mitigate the impact of these bots, however, the bot technology constantly evolves and changes.

- 2025 Diversity Goals: We remain committed to reaching the ambitious goals we set to strengthen the company’s diversity from the top down.

Our efforts thus far have resulted in both hiring and promoting diverse talent into a number of key leadership roles.

- Industry Engagement: In 2021, we further demonstrated our commitment to diversity and inclusion by joining the efforts of “Diversify The Stage” and signing their pledge to provide greater access to equitable opportunities for underrepresented groups in live music, events, and touring industries.

As of December 31, 2021, we had approximately 10,200 full-time employees.

| Jacqueline Beato | | | | | | 38 | | | | | | Chief Operating Officer–U.S. Concerts | | |

| Liz Dyer | | | | | | 36 | | | | | | Senior Vice President–Human Resources | | |

| Johnel Evans | | | | | | 47 | | | | | | Global Vice President–Diversity and Inclusion | | |

| Sherri Pucci Sosa | | | | | | 51 | | | | | | President–Venue Nation United States | | |

Prior to that, Ms. Beato served as Executive Vice President of Operations starting in August 2020 and Senior Vice President of Investor Relations since joining us in July 2019.

Ms. Beato was Senior Vice President of Finance and Treasurer of Caesars Entertainment prior to joining Live Nation.

*Joe Berchtold* is our President and Chief Financial Officer.

He has served as President since December 2017 and Chief Financial Officer since July 2021.

*Liz Dyer* is our Senior Vice President of Human Resources and has served in this capacity since September 2020.

Prior to that, Ms. Dyer served in various human resources roles since joining us in April 2016.

*Johnel Evans* is our Global Vice President of Diversity and Inclusion and has served in this capacity since joining us in June 2021.

Prior to that, Ms. Evans was the Vice President, Inclusion Diversity & Engagement at Becton Dickinson and Company from September 2018 to June 2021 and Vice President, Human Resources of Becton Dickinson and Company’s Vascular Access Division from November 2015 to September 2018.

*Sherri Pucci Sosa* is our President of Venue Nation United States and has served in this capacity since joining us in April 2021.

Prior to that Ms. Sosa was the Senior Vice President and General Manager of various casino and hotel properties of Caesars Entertainment from 2015 to March 2021.

Impact of the Global COVID-19 Pandemic

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.

We believe this cash, net of client cash, together with our available debt capacity of $961.7 million, gives us the liquidity to fund our operations during the pandemic.

Financial Statements and Supplementary Data—Note [removed: 8—Commitments] [added: 9—Commitments] and Contingent [removed: Liabilities.][added: Liabilities and —Note 3—Business Acquisitions.]

For the fiscal year ended December 31, [removed: 2020,][added: 2021,]

On June 30, [removed: 2020,] [added: 2021,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was approximately [removed: $6.4] [added: $12.7] billion.

On February [removed: 22, 2021,] [added: 16, 2022,] there were [removed: 218,047,105] [added: 224,625,821] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 3,849,952] [added: 3,021,605] 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: 2021] [added: 2022] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

| ITEM 1. | | | [removed: [BUSINESS](#i9740469ee5bd489f9e636c3c2c594c27_16)] [added: [BUSINESS](#ibeecd09407014200b26638ad1d975dae_16)] | | | [removed: [2](#i9740469ee5bd489f9e636c3c2c594c27_16)] [added: [2](#ibeecd09407014200b26638ad1d975dae_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i9740469ee5bd489f9e636c3c2c594c27_46)] [added: FACTORS](#ibeecd09407014200b26638ad1d975dae_49)] | | | [removed: [16](#i9740469ee5bd489f9e636c3c2c594c27_46)] [added: [14](#ibeecd09407014200b26638ad1d975dae_49)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i9740469ee5bd489f9e636c3c2c594c27_49)] [added: COMMENTS](#ibeecd09407014200b26638ad1d975dae_52)] | | | [removed: [30](#i9740469ee5bd489f9e636c3c2c594c27_49)] [added: [28](#ibeecd09407014200b26638ad1d975dae_52)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i9740469ee5bd489f9e636c3c2c594c27_52)] [added: [PROPERTIES](#ibeecd09407014200b26638ad1d975dae_55)] | | | [removed: [31](#i9740469ee5bd489f9e636c3c2c594c27_52)] [added: [29](#ibeecd09407014200b26638ad1d975dae_55)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i9740469ee5bd489f9e636c3c2c594c27_55)] [added: PROCEEDINGS](#ibeecd09407014200b26638ad1d975dae_58)] | | | [removed: [31](#i9740469ee5bd489f9e636c3c2c594c27_55)] [added: [29](#ibeecd09407014200b26638ad1d975dae_58)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i9740469ee5bd489f9e636c3c2c594c27_61)] [added: SECURITIES](#ibeecd09407014200b26638ad1d975dae_64)] | | | [removed: [32](#i9740469ee5bd489f9e636c3c2c594c27_61)] [added: [30](#ibeecd09407014200b26638ad1d975dae_64)] | | |

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| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i9740469ee5bd489f9e636c3c2c594c27_67)] [added: OPERATIONS](#ibeecd09407014200b26638ad1d975dae_73)] | | | [removed: [33](#i9740469ee5bd489f9e636c3c2c594c27_67)] [added: [31](#ibeecd09407014200b26638ad1d975dae_73)] | | |

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| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i9740469ee5bd489f9e636c3c2c594c27_196)] [added: DISCLOSURE](#ibeecd09407014200b26638ad1d975dae_217)] | | | [removed: [102](#i9740469ee5bd489f9e636c3c2c594c27_196)] [added: [105](#ibeecd09407014200b26638ad1d975dae_217)] | | |

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| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i9740469ee5bd489f9e636c3c2c594c27_205)] [added: GOVERNANCE](#ibeecd09407014200b26638ad1d975dae_226)] | | | [removed: [104](#i9740469ee5bd489f9e636c3c2c594c27_205)] [added: [107](#ibeecd09407014200b26638ad1d975dae_226)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i9740469ee5bd489f9e636c3c2c594c27_208)] [added: COMPENSATION](#ibeecd09407014200b26638ad1d975dae_229)] | | | [removed: [104](#i9740469ee5bd489f9e636c3c2c594c27_208)] [added: [107](#ibeecd09407014200b26638ad1d975dae_229)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i9740469ee5bd489f9e636c3c2c594c27_211)] [added: MATTERS](#ibeecd09407014200b26638ad1d975dae_232)] | | | [removed: [104](#i9740469ee5bd489f9e636c3c2c594c27_211)] [added: [107](#ibeecd09407014200b26638ad1d975dae_232)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i9740469ee5bd489f9e636c3c2c594c27_214)] [added: INDEPENDENCE](#ibeecd09407014200b26638ad1d975dae_235)] | | | [removed: [104](#i9740469ee5bd489f9e636c3c2c594c27_214)] [added: [107](#ibeecd09407014200b26638ad1d975dae_235)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i9740469ee5bd489f9e636c3c2c594c27_217)] [added: SERVICES](#ibeecd09407014200b26638ad1d975dae_238)] | | | [removed: [104](#i9740469ee5bd489f9e636c3c2c594c27_217)] [added: [107](#ibeecd09407014200b26638ad1d975dae_238)] | | |

| ITEM 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#i9740469ee5bd489f9e636c3c2c594c27_220)] [added: SCHEDULES](#ibeecd09407014200b26638ad1d975dae_241)] | | | [removed: [105](#i9740469ee5bd489f9e636c3c2c594c27_220)] [added: [108](#ibeecd09407014200b26638ad1d975dae_241)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i9740469ee5bd489f9e636c3c2c594c27_244)] [added: SUMMARY](#ibeecd09407014200b26638ad1d975dae_265)] | | | [removed: [112](#i9740469ee5bd489f9e636c3c2c594c27_244)] [added: [116](#ibeecd09407014200b26638ad1d975dae_265)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS](#ibeecd09407014200b26638ad1d975dae_1910) | | | [107](#ibeecd09407014200b26638ad1d975dae_1910) | | |

| OCESA | | | OCESA Entretenimiento, S.A. de C.V. and certain other related subsidiaries of Corporación Interamericana de Entretenimiento, S.A.B. de C.V. | | |

As of December 31, [removed: 2020,] [added: 2021,] we own, operate or lease [removed: 155] [added: 165] entertainment venues throughout North America and [removed: 76] [added: 94] entertainment venues internationally.

We also lease office space and other facilities in [removed: 41] [added: 43] countries that support our Concerts, Ticketing and Sponsorship & Advertising segment operations.

There were [removed: 3,155] [added: 2,991] stockholders of record as of February [removed: 22, 2021.][added: 16, 2022.]

The following table provides information regarding repurchases of our common stock during the quarter ended December 31, [removed: 2020.][added: 2021.]

Information regarding our dividend policy can be found in Part II —Financial Information —Item 8.—Financial Statements and Supplementary Data—Note [removed: 11—Equity.][added: 12—Equity.]

| October 2021 | | | | | | — | | | | | | $— | | | | | | | | | | | | | | |

| November 2021 | | | | | | — | | | | | | $— | | | | | | | | | | | | | | |

| December 2021 | | | | | | 28,682 | | | | | | $104.63 | | | | | | | | | | | | | | |

| | | | | | | 28,682 | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

[removed: The] [added: To the] Board of Directors and Stockholders of Live Nation Entertainment, Inc.

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: March 1, 2021,] [added: February 23, 2022,] expressed an unqualified opinion thereon.

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

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the [removed: design] [added: design,] and tested the operating effectiveness of [added: the Company’s] controls over [added: its accounting for] the [removed: Company’s goodwill impairment review process. This includes] [added: OCESA acquisition. For example, we tested] controls over [added: the valuation of the identified intangible assets and resulting goodwill, including] management’s review of the [removed: significant] [added: valuation models, underlying data and] assumptions [removed: described above.] [added: used to develop the estimate of fair value of these assets.] To test the estimated fair value of the [removed: Company’s North America Concerts reporting unit,] [added: identified intangible assets and resulting goodwill,] we performed audit procedures [removed: with the assistance of our valuation specialists] that included, among others, [removed: assessing methodologies and testing] [added: evaluating] the [added: Company’s selection of the valuation methodologies, evaluating the] significant assumptions [removed: discussed above] [added: used in the valuation calculations,] and [added: testing] the [added: completeness and accuracy of the] underlying data [removed: used by] [added: supporting] the [removed: Company in its analysis.] [added: significant assumptions.] We [removed: compared] [added: involved our valuation specialists to assist with evaluating] the [removed: significant assumptions] [added: methodology] used by management to [removed: current industry and economic trends. We assessed] [added: determine] the [removed: historical accuracy of management’s estimates and] [added: fair value estimates. Additionally, we] performed sensitivity analyses of [added: the identified] significant assumptions [added: and compared them, as applicable,] to [removed: evaluate] [added: current industry and market trends,] the [removed: changes in] [added: assumptions used by] the [removed: fair] [added: Company to] value [removed: of the North America Concerts reporting unit that would result from changes] [added: similar assets] in [removed: the assumptions.] [added: other acquisitions, as well as historical results.] | | |

| | | | [added: | | | 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash equivalents | | | $ | [removed: 2,537,787] [added: 4,884,729] | | | | | $ | [removed: 2,470,362] [added: 2,537,787] | |

| Accounts receivable, less allowance of [removed: $72,904] [added: $50,491] and [removed: $50,516,] [added: $72,904,] respectively | | | [removed: 486,734] [added: 1,066,573] | | | | | | [removed: 994,606] [added: 486,734] | | |

| Prepaid expenses | | | [removed: 577,130] [added: 654,894] | | | | | | [removed: 667,044] [added: 577,130] | | |

| Restricted cash | | | [removed: 8,652] [added: 3,063] | | | | | | [removed: 3,880] [added: 8,652] | | |

| Other current assets | | | [removed: 39,465] [added: 74,834] | | | | | | [removed: 57,007] [added: 39,465] | | |

| Total current assets | | | [removed: 3,649,768] [added: 6,684,093] | | | | | | [removed: 4,192,899] [added: 3,649,768] | | |

| Property, plant and equipment, net | | | [removed: 1,101,414] [added: 1,091,929] | | | | | | [removed: 1,117,932] [added: 1,101,414] | | |

| Operating lease assets | | | [removed: 1,424,223] [added: 1,538,911] | | | | | | [removed: 1,402,019] [added: 1,424,223] | | |

| Definite-lived intangible assets, net | | | [removed: 855,600] [added: 1,026,338] | | | | | | [removed: 870,141] [added: 855,600] | | |

| Indefinite-lived intangible assets | | | [removed: 369,058] [added: 369,028] | | | | | | [removed: 368,954] [added: 369,058] | | |

| Goodwill | | | [removed: 2,129,203] [added: 2,590,869] | | | | | | [removed: 1,998,498] [added: 2,129,203] | | |

| Long-term advances | | | [removed: 668,756] [added: 552,697] | | | | | | [removed: 593,699] [added: 668,756] | | |

| Other long-term assets | | | [removed: 391,281] [added: 548,453] | | | | | | [removed: 431,473] [added: 391,281] | | |

| Total assets | | | $ | [removed: 10,589,303] [added: 14,402,318] | | | | | $ | [removed: 10,975,615] [added: 10,589,303] | |

| Accounts payable, client accounts | | | $ | [removed: 744,096] [added: 1,532,345] | | | | | $ | [removed: 1,005,888] [added: 744,096] | |

| Accounts payable | | | [removed: 86,356] [added: 110,623] | | | | | | [removed: 100,237] [added: 86,356] | | |

| Accrued expenses | | | [removed: 894,149] [added: 1,645,906] | | | | | | [removed: 1,391,486] [added: 894,149] | | |

| Deferred revenue | | | [removed: 1,839,323] [added: 2,774,792] | | | | | | [removed: 1,391,032] [added: 1,839,323] | | |

| Current portion of long-term debt, net | | | [removed: 53,415] [added: 585,254] | | | | | | [removed: 37,795] [added: 53,415] | | |

| Current portion of operating lease liabilities | | | [removed: 107,147] [added: 123,715] | | | | | | [removed: 121,950] [added: 107,147] | | |

| Other current liabilities | | | [removed: 72,083] [added: 83,087] | | | | | | [removed: 59,211] [added: 72,083] | | |

| Total current liabilities | | | [removed: 3,796,569] [added: 6,855,722] | | | | | | [removed: 4,107,599] [added: 3,796,569] | | |

| Long-term debt, net | | | [removed: 4,855,096] [added: 5,145,484] | | | | | | [removed: 3,271,262] [added: 4,855,096] | | |

| Long-term operating lease liabilities | | | [removed: 1,445,674] [added: 1,606,064] | | | | | | [removed: 1,374,481] [added: 1,445,674] | | |

| Long-term deferred income taxes | | | [removed: 170,759 | | | | | | 178,173] [added: (102,279)] | | |

| Redeemable noncontrolling interests | | | [removed: 272,449] [added: 551,921] | | | | | | [removed: 449,498] [added: 272,449] | | |

| Common stock, $0.01 par value; 450,000,000 shares authorized; [removed: 218,423,061] [added: 225,082,603] and [removed: 214,117,644] [added: 218,423,061] shares issued and [removed: 218,015,037] [added: 224,674,579] and [removed: 213,709,620] [added: 218,015,037] shares outstanding in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively | | | [removed: 2,145] [added: 2,220] | | | | | | [removed: 2,113] [added: 2,145] | | |

| Additional paid-in capital | | | [removed: 2,386,790] [added: 2,897,695] | | | | | | [removed: 2,245,619] [added: 2,386,790] | | |

| Accumulated deficit | | | [removed: (2,676,833)] [added: (3,327,737)] | | | | | | [removed: (949,334)] [added: (2,676,833)] | | |

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

| Accumulated other comprehensive loss | | | [removed: (177,009)] [added: (147,964)] | | | | | | [removed: (145,713)] [added: (177,009)] | | |

| Total Live Nation [removed: stockholders’] [added: stockholders'] equity | | | [removed: (471,772)] [added: (582,651)] | | | | | | [removed: 1,145,820] [added: (471,772)] | | |

| Noncontrolling interests | | | [removed: 338,020] [added: 394,197] | | | | | | [removed: 318,134] [added: 338,020] | | |

| | | | *Acquisition of OCESA* | | |

| *Description of the Matter* | | | As disclosed in Note 3 to the consolidated financial statements, during the year ended December 31, 2021, the Company completed its acquisition of an aggregate 51% interest in OCESA for $431.9 million. This transaction was accounted for as a business combination. The Company allocated the purchase price, on a preliminary basis, to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $340 million and resulting goodwill of $443 million. Auditing the Company’s accounting for its acquisition of OCESA was complex due to the significant estimation utilized by management in developing the valuation models used in the preliminary purchase price allocation. The significant assumptions utilized included, among others, forecasted revenue growth and discount rate. These assumptions are forward-looking and could be affected by future economic and market conditions. | | |

February 23, 2022

| | | | 2021 | | | | | | 2020 | | |

| Other long-term liabilities | | | 431,581 | | | | | | 353,267 | | |

| Loss (gain) from sale of investments in nonconsolidated affiliates | | | | | | (83,578) | | | | | | 1,727 | | | | | | (1,119) | | |

| Sale of common shares | | | | | | 5,239,259 | | | | | | 53 | | | | | | 449,577 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 449,630 | | | | | | — | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 21,120 | | | | | | 21,120 | | | | | | 280,828 | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (110) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,577) | | | | | | (2,687) | | | | | | (1,698) | | |

| Sales of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (289) | | | | | | — | | | | | | — | | | | | | — | | | | | | 9,318 | | | | | | 9,029 | | | | | | — | | |

| Cash distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (41,011) | | | | | | (41,011) | | | | | | (11,357) | | |

| Other | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (3,090) | | | | | | (3,090) | | | | | | 221 | | |

| Net income (loss) | | | | | | — | | | | | | — | | | | | | — | | | | | | (650,904) | | | | | | — | | | | | | — | | | | | | 50,506 | | | | | | (600,398) | | | | | | (8,388) | | |

| Unrealized gain on cash flow hedge | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,204 | | | | | | — | | | | | | 15,204 | | | | | | — | | |

| Realized loss on cash flow hedge | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 7,825 | | | | | | — | | | | | | 7,825 | | | | | | — | | |

| Balances at December 31, 2021 | | | | | | 221,964,734 | | | | | | $ | 2,220 | | | | | $ | 2,897,695 | | | | | $ | (3,327,737) | | | | | $ | (6,865) | | | | | $ | (147,964) | | | | | $ | 394,197 | | | | | $ | (188,454) | | | | | $ | 551,921 | |

| Loss (gain) on sale of investments in nonconsolidated affiliates | | | (83,578) | | | | | | 1,727 | | | | | | (1,119) | | |

| Other, net | | | (15,333) | | | | | | (18,472) | | | | | | (4,908) | | |

| Proceeds from sale of common stock, net of issuance costs | | | 449,630 | | | | | | — | | | | | | — | | |

Artist advances and ticketing contract advances are reviewed for recoverability whenever circumstances change, such as extended delays in an artist’s touring cycle, a decline in an artist’s tour earnings, lack of events on sale for a ticketing client or a decline in a client’s ticket sales, indicating that the advance may not be recoupable over the term of the agreement.

We review various factors, including past recoupment amounts, timing of an artist’s last tour, expectations of future tours, ticketing clients’ historical ticket sales and expectations of clients’ future ticket sales, to determine if we believe the advance will recoup as expected.

If an advance is not expected to be fully recoupable, a reserve is established to reduce the advance to the amount we expect to recoup.

The reserves are recorded as a component of direct operating expenses in our consolidated statements of operations.

Further information regarding our acquisitions for the year ended December 31, 2021 can be found in Note 3—Business Acquisitions.

We also considered changes in discount rates, market multiples, carrying value and forecast since the last quantitative test.

The recoveries in 2020 were primarily due to the global COVID-19 pandemic while the recoveries in 2021 were for a variety of claims.

For the year ended December 31, 2021, business interruption insurance recoveries was primarily recorded as revenue.

We expect the impact of adoption to also result in a reduction of additional paid-in capital of $96.0 million and increases in current portion of long-term debt, net and long-term debt, net of $14.7 million and $20.8 million, respectively, as a result of reversal of the separation of the convertible debt between debt and equity.

Late in the second quarter, however, we began to see the positive impacts of successful vaccination rollouts in many of our key markets, mainly the United States and United Kingdom, with social distancing restrictions easing and live events resuming.

In the third quarter, we saw a meaningful restart of our operations with outdoor amphitheater events and festivals taking place in the United States and United Kingdom.

The restart of our operations has been executed with careful consideration of the safety and health of our fans, artists and employees through a mix of masking, testing and vaccination protocols at our events, venues and offices around the world.

While the first half of the year saw a material impact from the global COVID-19 pandemic, in the second half of the year, ticket sales grew, new sponsor partners were signed and shows began to resume, primarily in the United States and United Kingdom.

Our overall revenue for the year ended December 31, 2021 increased by $4.4 billion to $6.3 billion as compared to prior year.

The revenue increase during the year was across all of our segments as a result of more events going on sale and occurring globally, along with lower refunds, as compared to prior year.

The increase in revenue during 2021 was primarily in our Concerts and Ticketing segments largely due to the resumption of shows and festivals late in the second quarter of 2021 and continuing throughout the rest of 2021 primarily in the United States and United Kingdom.

We are no longer estimating future refunds as operations have resumed in our major markets and event cancellations and postponements have declined such that our estimation of future events that could be impacted by the global COVID-19 pandemic would result in an insignificant reclassification from deferred revenue to accrued expenses.

For events that are cancelled, our standard policy is to refund the fans within 30 days, subject to regulations in various markets and in some cases at the discretion of our 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 have been put in place in response to the global COVID-19 pandemic which allow for the issuance of vouchers in place of cash refunds for rescheduled shows, and in some cases for cancelled shows.

The restart of our operations is now well underway in the United States and United Kingdom and we expect the same to happen in other parts of the world as vaccination efforts gain momentum in mainland Europe, Asia-Pacific and Latin America.

Adoption of New Accounting Standard

As discussed in Note 1 to the consolidated financial statements, the Company changed its method of accounting for leases in 2019.

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

| *Description of the Matter* | | | At December 31, 2020, the goodwill recorded in the North America Concerts reporting unit was $287 million. As discussed in Note 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 performed. In particular, the 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 rate, revenue growth rates and EBITDA margin which are affected by expectations about future market or economic conditions. | | |

March 1, 2021

| Other long-term liabilities | | | 182,508 | | | | | | 130,648 | | |

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

| Balances at December 31, 2017 | | | | | | 206,877,037 | | | | | | $ | 2,069 | | | | | $ | 2,374,006 | | | | | $ | (1,079,472) | | | | | $ | (6,865) | | | | | $ | (108,542) | | | | | $ | 236,948 | | | | | $ | 1,418,144 | | | | | $ | 244,727 | |

| Repurchase of convertible debt conversion feature | | | | | | 28 | | | | | | — | | | | | | (92,641) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (92,641) | | | | | | — | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 33,564 | | | | | | 33,564 | | | | | | 25,542 | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (8,210) | | | | | | — | | | | | | — | | | | | | — | | | | | | (4,877) | | | | | | (13,087) | | | | | | (10,356) | | |

| Sales of noncontrolling interests | | | | | | — | | | | | | — | | | | | | 1,410 | | | | | | — | | | | | | — | | | | | | — | | | | | | (958) | | | | | | 452 | | | | | | — | | |

| Cash distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43,346) | | | | | | (43,346) | | | | | | (15,840) | | |

| Other | | | | | | — | | | | | | — | | | | | | (106) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,969) | | | | | | (2,075) | | | | | | (831) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 60,249 | | | | | | — | | | | | | — | | | | | | 23,583 | | | | | | 83,832 | | | | | | 6,508 | | |

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

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

| Other, net | | | (16,745) | | | | | | (6,027) | | | | | | 6,609 | | |

We cannot predict when these trends will recommence in the future.

Accounting Pronouncements - Recently Adopted

In June 2016, the FASB issued guidance that replaces the current incurred loss impairment model of recognizing credit losses with an expected loss model for financial assets measured at amortized cost.

In August 2018, the FASB issued guidance that aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

The amortization period of these implementation costs would include periods covered under renewal options that are reasonably certain to be exercised.

The expense related to the capitalized implementation costs also would be presented in the same consolidated financial statement line item as the hosting fees.

We adopted this guidance prospectively on January 1, 2020.

Adoption of this guidance resulted in expense that would have previously been reported as depreciation and amortization to be reported as selling, general and administrative expenses or corporate expenses within our statements of operations going forward.

In addition, implementation costs previously recorded as property, plant and equipment, net will now be reported as prepaid expenses and other long-term assets on our balance sheets, prospectively.

Early adoption is permitted for annual periods beginning after December 15, 2020 and interim periods within that year.

We will adopt this guidance on January 1, 2022, and are currently assessing which implementation method we will apply and the impact that adoption will have on our financial position and results of operations.

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.

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.

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.

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.

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

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

Based on their evaluation as of December 31, [removed: 2020,] [added: 2021,] 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: 2020.][added: 2021.]

[removed: There has] [added: Other than this integration, there have] been no [removed: change] [added: changes] in our internal control over financial reporting during the [removed: period covered by this report] [added: fourth quarter of the fiscal year ended December 31, 2021] that [removed: has] [added: have] materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

[removed: The] [added: To the] Board of Directors and Stockholders of Live Nation Entertainment, Inc.

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] 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: 2020] [added: 2021] consolidated financial statements of the [removed: Company,] [added: Company] and our report dated [removed: March 1, 2021] [added: February 23, 2022] expressed an unqualified opinion thereon.

In December 2021, we acquired OCESA (see Item 8.

Financial Statements and Supplementary Data—Note 3—Business Acquisitions).

Management excluded OCESA from our evaluation of internal control over financial reporting.

This exclusion is in accordance with the guidance issued by the United States SEC that allows companies to exclude acquisitions from management’s report on internal control over financial reporting for the first year after the acquisition.

The preliminary total assets, excluding goodwill and identifiable intangible assets, for OCESA represent approximately 2.9% to our consolidated assets as of December 31, 2021.

The preliminary total revenue of OCESA represent less than 1.0% of our consolidated revenues for the year ended December 31, 2021.

We are in the process of integrating OCESA, which was acquired in December 2021, into our overall internal control over financial reporting process.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of OCESA, which is included in the 2021 consolidated financial statements of the Company and constituted approximately 2.9% of total consolidated assets, excluding goodwill and identifiable intangible assets, as of December 31, 2021, and less than 1% of total consolidated revenues, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of OCESA.

February 23, 2022

March 1, 2021

PART III

| | | | | | | | | |

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

Not applicable.

PART III

| | | | | | | | | |

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

| [Consolidated Balance Sheets as of December 31, [removed: 2020] [added: 2021] and [removed: 2019](#i9740469ee5bd489f9e636c3c2c594c27_124)] [added: 2020](#ibeecd09407014200b26638ad1d975dae_139)] | | | [removed: [55](#i9740469ee5bd489f9e636c3c2c594c27_124)] [added: [55](#ibeecd09407014200b26638ad1d975dae_139)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i9740469ee5bd489f9e636c3c2c594c27_127)] [added: 2019](#ibeecd09407014200b26638ad1d975dae_145)] | | | [removed: [56](#i9740469ee5bd489f9e636c3c2c594c27_127)] [added: [56](#ibeecd09407014200b26638ad1d975dae_145)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i9740469ee5bd489f9e636c3c2c594c27_130) [(Loss)](#i9740469ee5bd489f9e636c3c2c594c27_130) [for] [added: Income (Loss) for] the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i9740469ee5bd489f9e636c3c2c594c27_130)] [added: 2019](#ibeecd09407014200b26638ad1d975dae_148)] | | | [removed: [57](#i9740469ee5bd489f9e636c3c2c594c27_130)] [added: [57](#ibeecd09407014200b26638ad1d975dae_148)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i9740469ee5bd489f9e636c3c2c594c27_133)] [added: 2019](#ibeecd09407014200b26638ad1d975dae_151)] | | | [removed: [58](#i9740469ee5bd489f9e636c3c2c594c27_133)] [added: [58](#ibeecd09407014200b26638ad1d975dae_151)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018](#i9740469ee5bd489f9e636c3c2c594c27_136)] [added: 2019](#ibeecd09407014200b26638ad1d975dae_154)] | | | [removed: [59](#i9740469ee5bd489f9e636c3c2c594c27_136)] [added: [59](#ibeecd09407014200b26638ad1d975dae_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i9740469ee5bd489f9e636c3c2c594c27_139)] [added: Statements](#ibeecd09407014200b26638ad1d975dae_157)] | | | [removed: [60](#i9740469ee5bd489f9e636c3c2c594c27_139)] [added: [60](#ibeecd09407014200b26638ad1d975dae_157)] | | |

The following financial statement schedule for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

(1) During [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

| 4.2 | | | [Description of [removed: 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)] [added: Securities.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000009/lyv-202001231xex42.htm)] | | | [added: 10-K] | | | [added: 001-32601] | | | [added: 4.2] | | | [added: 3/01/2021] | | | | | | [removed: X] | | |

| 10.7 § | | | [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/1335258/000133525816000167/lyv-20151231xex1012.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000058/formstockoptionagreementli.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.12] [added: 10.2] | | | [removed: 2/25/2016] [added: 5/6/2021] | | | | | | | | |

| 10.8 § | | | [Form Restricted Stock [added: Award] 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-20151231xex1013.htm)] [added: 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000058/formrestrictedstockagreeme.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.13] [added: 10.3] | | | [removed: 2/25/2016] [added: 5/6/2021] | | | | | | | | |

| 10.9 § | | | [Form Stock Option Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1014.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000058/formstockoptionagreementti.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.14] [added: 10.4] | | | [removed: 2/25/2016] [added: 5/6/2021] | | | | | | | | |

| 10.10 § | | | [Form Restricted Stock [added: Award] Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive [removed: Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000133525816000167/lyv-20151231xex1015.htm)] [added: Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000058/formrsaticketmaster-exx105.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.15] [added: 10.5] | | | [removed: 2/25/2016] [added: 5/6/2021] | | | | | | | | |

| 10.13 § | | | [removed: [Performance Share Award] [added: [Employment] Agreement, [removed: entered into December 15, 2017,] [added: effective as of January 1, 2018,] by and between Live Nation Entertainment, Inc. and [removed: Michael Rapino](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex102.htm).] [added: Joe Berchtold](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex101.htm).] | | | [removed: 10-K] [added: 8-K] | | | 001-32601 | | | [removed: 10.2] [added: 10.1] | | | [removed: 12/18/2017] [added: 12/20/2017] | | | | | | | | |

| 10.14 § | | | [Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and [removed: Joe Berchtold](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex101.htm).] [added: Michael Rowles.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex103.htm)] | | | 8-K | | | 001-32601 | | | [removed: 10.1] [added: 10.3] | | | 12/20/2017 | | | | | | | | |

| 10.15 § | | | [removed: [Performance Share Award Agreement entered into] [added: [Employment Agreement, effective] December [removed: 19, 2017, by and] [added: 17, 2007,] between Live Nation [removed: Entertainment,] [added: Worldwide,] Inc. and [removed: Joe Berchtold.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex102.htm)] [added: Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312508170244/dex104.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.2] [added: 10.4] | | | [removed: 12/20/2017] [added: 8/7/2008] | | | | | | | | |

| [removed: 10.16] [added: 10.19] § | | | [Employment Agreement, effective as of January 1, [removed: 2018, by and] [added: 2015,] between Live Nation Entertainment, Inc. and [removed: Michael Rowles.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex103.htm)] [added: John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex101.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.3] [added: 10.1] | | | [removed: 12/20/2017] [added: 8/3/2021] | | | | | | | | |

| [removed: 10.17] [added: 10.20] § | | | [removed: [Employment] [added: [First Amendment to Employment] Agreement, effective as of January 1, [removed: 2018, by and] [added: 2019,] between Live Nation [removed: Entertainment,] [added: Worldwide,] Inc. and [removed: Elizabeth K. (Kathy) Willard.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex104.htm)] [added: John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex102.htm)] | | | [removed: 8-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.4] [added: 10.2] | | | [removed: 12/20/2017] [added: 8/3/2021] | | | | | | | | |

| [removed: 10.18] [added: 10.16] § | | | [removed: [Employment] [added: [First Amendment to Employment] Agreement, effective December [removed: 17, 2007,] [added: 31, 2008,] between Live Nation Worldwide, Inc. and Brian [removed: Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312508170244/dex104.htm)] [added: Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312509045320/dex1030.htm)] | | | [removed: 10-Q] [added: 10-K] | | | 001-32601 | | | [removed: 10.4] [added: 10.30] | | | [removed: 8/7/2008] [added: 3/5/2009] | | | | | | | | |

| [removed: 10.19] [added: 10.17] § | | | [removed: [First] [added: [Second] Amendment to Employment Agreement, effective [removed: December 31, 2008,] [added: October 22, 2009,] between Live Nation Worldwide, Inc. and Brian [removed: Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312509045320/dex1030.htm)] [added: Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510040804/dex1055.htm)] | | | 10-K | | | 001-32601 | | | [removed: 10.30] [added: 10.55] | | | [removed: 3/5/2009] [added: 2/25/2010] | | | | | | | | |

| [removed: 10.20] [added: 10.21] § | | | [Second Amendment to Employment Agreement, effective [removed: October 22, 2009,] [added: as of January 1, 2019,] between Live Nation Worldwide, Inc. and [removed: Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510040804/dex1055.htm)] [added: John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex103.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.55] [added: 10.3] | | | [removed: 2/25/2010] [added: 8/3/2021] | | | | | | | | |

| [removed: 10.21] [added: 10.18] § | | | [Third Amendment to Confirmation of Employment and Compensation Arrangement, effective January 1, 2017, by and between Live Nation Worldwide, Inc. and Brian J. Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 8/9/2017 | | | | | | | | |

| [removed: 10.31] [added: 10.32] | | | [Incremental Term Loan Joinder Agreement No. 1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorgan](http://www.sec.gov/Archives/edgar/data/1335258/000119312512451958/d406890dex102.htm) [](http://www.sec.gov/Archives/edgar/data/1335258/000119312512451958/d406890dex102.htm)[Chase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein.](http://www.sec.gov/Archives/edgar/data/1335258/000119312512451958/d406890dex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 11/5/2012 | | | | | | | | |

| [removed: 10.32] [added: 10.33] | | | [Indenture, dated as of May 23, 2014, among Live Nation Entertainment, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000106/lyv-2014630xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 7/31/2014 | | | | | | | | |

| [removed: 10.33] [added: 10.34] | | | [First Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000123/lyv-2014930xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 10/30/2014 | | | | | | | | |

| [removed: 10.34] [added: 10.35] | | | [Second Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO, Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000026/lyv-20141231xex1033.htm) | | | 10-K | | | 001-32601 | | | 10.33 | | | 2/26/2015 | | | | | | | | |

| [removed: 10.35] [added: 10.36] | | | [Third Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000047/lyv-2015331xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 4/30/2015 | | | | | | | | |

| [removed: 10.36] [added: 10.37] | | | [Fourth Supplemental Indenture, dated as of August 13, 2015, among Live Nation Entertainment, Inc., the guarantors listed in Appendix I thereto, FG Acquisition Co, LLC, Front Gate Holdings, LLC and Front Gate Ticketing Solutions, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000127/lyv-2015930xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 10/29/2015 | | | | | | | | |

| [removed: 10.37] [added: 10.38] | | | [Fifth Supplemental Indenture, dated as of October 31, 2016, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1042.htm) | | | 10-K | | | 001-32601 | | | 10.42 | | | 2/23/2017 | | | | | | | | |

| [removed: 10.38] [added: 10.39] | | | [Sixth Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000068/lyv-2017331xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 5/4/2017 | | | | | | | | |

| [removed: 10.39] [added: 10.40] | | | [Seventh Supplemental Indenture, entered into as of March 20, 2018, among Live Nation Entertainment, Inc., the Guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex105.htm) | | | 10-Q | | | 001-32601 | | | 10.5 | | | 5/3/2018 | | | | | | | | |

| [removed: 10.40] [added: 10.41] | | | [Eighth Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex1038.htm) | | | 10-K | | | 001-32601 | | | 10.38 | | | 2/27/2020 | | | | | | | | |

| [removed: 10.41] [added: 10.42] | | | [Indenture, dated as of May 23, 2014, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000106/lyv-2014630xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 7/31/2014 | | | | | | | | |

| [removed: 10.42] [added: 10.43] | | | [Indenture, dated as of October 31, 2016, by and among Live Nation Entertainment, Inc. the Guarantors defined therein and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1044.htm) | | | 10-K | | | 001-32601 | | | 10.44 | | | 2/23/2017 | | | | | | | | |

| [removed: 10.43] [added: 10.44] | | | [First Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000068/lyv-2017331xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 5/4/2017 | | | | | | | | |

| [removed: 10.44] [added: 10.45] | | | [Second Supplemental Indenture, entered into as of March 20, 2018, 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/1335258/000133525818000064/lyv-2018331xex104.htm) | | | 10-Q | | | 001-32601 | | | 10.4 | | | 5/3/2018 | | | | | | | | |

| [removed: 10.45] [added: 10.46] | | | [Third Supplemental Indenture, entered into as of October 17, 2019, 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/1335258/000133525820000028/lyv-20191231xex1043.htm) | | | 10-K | | | 001-32601 | | | 10.43 | | | 2/27/2020 | | | | | | | | |

| [removed: 10.46] [added: 10.47] | | | [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 | | | | | | | | |

| [removed: 10.47] [added: 10.48] | | | [Indenture, dated as of March 20, 2018, by and among Live Nation Entertainment, Inc., the Guarantors defined therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 5/3/2018 | | | | | | | | |

| [removed: 10.48] [added: 10.49] | | | [First Supplemental Indenture, entered into as of October 17, 2019, 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/1335258/000133525820000028/lyv-20191231xex1045.htm) | | | 10-K | | | 001-32601 | | | 10.45 | | | 2/27/2020 | | | | | | | | |

| [Report of Independent Registered Public Accounting Firm](#ibeecd09407014200b26638ad1d975dae_1864) (PCAOB ID: 42) | | | [53](#ibeecd09407014200b26638ad1d975dae_1864) | | |

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| Year ended December 31, 2021 | | | | | | $ | 72,904 | | | | | $ | (17,658) | | | | | $ | (3,846) | | | | | $ | (909) | | | | | $ | 50,491 | |

| Year ended December 31, 2021 | | | | | | $ | 1,100,407 | | | | | $ | 135,908 | | | | | $ | — | | | | | $ | (16,819) | | | | | $ | 1,219,496 | |

The 2021 valuation allowance increased primarily due to increases in certain fully valued United States federal deferred tax assets.

| 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 | | | [First Amendment to the Stock Purchase Agreement dated September 13, 2021, 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/1335258/000133525821000136/lyv-20210930xqex22.htm) | | | 10-Q | | | 001-32601 | | | 2.2 | | | 11/4/2021 | | | | | | | | |

| 2.4 | | | [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 | | | | | | | | |

| 2.5 | | | [First Amendment to the Stock Purchase Agreement dated September 13, 2021, by and among Grupo Televisa, S.A.B. and Promo-Industrias Metropolitanas, S.A. 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/1335258/000133525821000136/lyv-20210930xqex24.htm) | | | 10-Q | | | 001-32601 | | | 2.4 | | | 11/4/2021 | | | | | | | | |

| 10.31 | | | [Amendment No. 9 to the Credit Agreement, dated as of January 26, 2022, 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.](https://www.sec.gov/Archives/edgar/data/1335258/000133525822000019/lyv-20211231xex1031.htm) | | | | | | | | | | | | | | | | | | X | | |

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| 10.56 | | | [Indenture, dated as of January 4, 2021 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/1335258/000133525821000058/a375seniorsecurednotesinde.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 5/6/2021 | | | | | | | | |

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

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

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

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

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

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: March 1, 2021.][added: February 23, 2022.]

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael Rapino and [removed: Kathy Willard,] [added: Joe Berchtold,] and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

| /s/ Michael Rapino Michael Rapino | | | | | | President, Chief Executive Officer and Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Brian Capo Brian Capo | | | | | | Chief Accounting Officer | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Maverick Carter Maverick Carter | | | | | | Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Jeffrey T. Hinson Jeffrey T. Hinson | | | | | | Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Chad Hollingsworth Chad Hollingsworth | | | | | | Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ James S. Kahan James S. Kahan | | | | | | Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Gregory B. Maffei Gregory B. Maffei | | | | | | Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Randall T. Mays Randall T. Mays | | | | | | Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Dana Walden Dana Walden | | | | | | Director | | | | | | [removed: March 1, 2021] [added: February 23, 2022] | | |

| /s/ Joe Berchtold Joe Berchtold | | | | | | Chief Financial Officer | | | | | | February 23, 2022 | | |

| /s/ Ping Fu Ping Fu | | | | | | Director | | | | | | February 23, 2022 | | |

| /s/ Jimmy Iovine Jimmy Iovine | | | | | | Director | | | | | | February 23, 2022 | | |

| /s/ Latriece Watkins Latriece Watkins | | | | | | Director | | | | | | February 23, 2022 | | |

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

| /s/ Kathy Willard Kathy Willard | | | | | | Chief Financial Officer | | | | | | March 1, 2021 | | |

| /s/ Ariel Emanuel Ariel Emanuel | | | | | | Director | | | | | | March 1, 2021 | | |

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

| /s/ Mark S. Shapiro Mark S. Shapiro | | | | | | Director | | | | | | March 1, 2021 | | |