Live Nation Entertainment (LYV) 10-K risk factor changes: FY2022 vs FY2021

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

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

- The impact of tightening labor markets across the globe [removed: 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 [removed: with, continuing] [added: with] supply chain issues [added: that] could impact our ability to produce tours and festivals as well as open and maintain venues without timing and cost disruptions;

- the increased risk of litigation in the current and future environment, such as [removed: pending] lawsuits challenging aspects of our ticket refund policies and procedures;

- a reduction in the profitability of our 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 [removed: screenings at points of ingress,] [added: screenings,] 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 incurrence of additional expenses related to compliance, precautions and management of our [removed: company during and after this period.][added: company.]

In addition, due to the reduction in cash flows we [removed: have] experienced [removed: and are likely to experience in the future] from the global COVID-19 pandemic, we [removed: have] proactively [removed: taken] [added: took] a number of steps to enhance our liquidity position, including our cost-savings and cash management programs [removed: described in Item 8.—Financial Statements—Note 2—Impact of the Global COVID-19 Pandemic] and [removed: the] additional debt issuances.

[removed: Our decreased cash flows have heightened and intensified] [added: Future outbreaks of COVID-19 at any scale may again necessitate such actions, intensifying] the risks described under the “Risks Relating to Our Leverage” section of the risk factors in this report.

Additionally, [removed: the impact of the global] [added: any] COVID-19 [removed: pandemic on the] [added: resurgences could negatively affect] financial markets [removed: could] [added: and] adversely impact our ability to raise funds.

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

The techniques used to obtain unauthorized access, [added: automate or expedite transactions or other activities on our platform (e.g., “bots”),] disable or degrade [removed: service,] [added: service] or sabotage systems [added: (or otherwise bring about one or more of these effects)] may change frequently and as a result, may be difficult for our business to detect for long periods of [removed: time.][added: time and may impact the efficacy of our defenses and/or the products and services we provide.]

[removed: While we] [added: We] acted promptly to disable the infected third-party product, [removed: we continue to review] [added: reviewed] our systems and [removed: interface] [added: interfaced] with regulatory authorities as a result of this incident.

In addition, following the withdrawal of the United Kingdom [added: (“U.K.”)] from the E.U. on December 31, 2020, we 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.

In the United States, several new comprehensive privacy [removed: laws, including] [added: laws (including] in California, Virginia and Colorado, which [removed: go into] [added: take] effect in [removed: 2023,] [added: 2023), as well as new laws in Connecticut and Utah,] will require us to update our policies and procedures to continue to protect data as required under those laws.

[added: Any additional changes in the E.U., U.K. and/or the United States] could lead to additional compliance costs and could increase our overall risk.

The U.K. has agreed [added: to] “third country” trading status in a new E.U.-U.K. Trade and Cooperation Agreement applicable from January 1, 2021.

New legislation could be passed that may negatively impact our business, such as provisions that have recently been proposed in various [removed: jurisdictions that would restrict ticketing methods.][added: jurisdictions.]

We are currently subject to agreements with the States of New Jersey, [removed: Maryland] [added: Maryland, Nevada,] and Illinois and the FTC which govern, and in certain cases place limitations on, our ticketing resale practices.

In addition, in January 2020, we 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 [removed: 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).

As of December 31, [removed: 2021,] [added: 2022,] our total indebtedness, excluding unamortized debt discounts and debt issuance costs of [removed: $99.5] [added: $51.8] million, was [removed: $5.8] [added: $6.0] billion.

Our available borrowing capacity under the revolving portion of our senior secured credit facility at that date was [removed: $569.9] [added: $578.7] million, with outstanding letters of credit of [removed: $60.1] [added: $51.3] million.

For the year ended December 31, [removed: 2021,] [added: 2022,] our international operations accounted for approximately [removed: 19%] [added: 34%] of our revenue.

We cannot predict the future relationship between the United States Dollar and the currencies used by our international businesses, principally the British Pound, Euro, Australian [added: Dollar, Canadian] Dollar and [removed: Canadian Dollar.][added: Mexican Peso.]

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: $9.2] [added: $39.8] million and [removed: $9.8] [added: $9.2] million for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2019,] [added: 2021,] respectively, which impacted our operating income (loss).

| March 31 | | | [removed: | | |] $ | [removed: (303,172)] [added: 27,060] | | | | | $ | [removed: (172,670)] [added: (303,172)] | |

| June 30 | | | [removed: | | | (127,285)] [added: 318,699] | | | | | | [removed: (588,067)] [added: (127,285)] | | |

| September 30 | | | [removed: | | | 137,145] [added: 506,249] | | | | | | [removed: (504,441)] [added: 137,145] | | |

| December 31 | | | [removed: | | | (124,546)] [added: (119,890)] | | | | | | [removed: (388,014)] [added: (124,546)] | | |

We currently secure insurance programs to address our various risks with terms, conditions and costs that [removed: are] [added: management deems] appropriate for our business.

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

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 [removed: pandemic] [added: pandemic, event cancellations,] and other incidents that we have faced.

At December 31, [removed: 2021,] [added: 2022,] we had property and equipment with a net book value of [removed: $1.1] [added: $1.5] billion.

While our operations have largely returned to normal, any resurgence of the pandemic, or outbreaks causing localized endemics in markets where we have significant operations, would adversely affect our business, financial condition and results of operations.

While our operations in most markets have largely returned to normal, there can be no assurances that new outbreaks will not again cause operations in impacted markets to close and/or revert to restrictions on activities experienced during the height of the pandemic for an unknown duration of time.

We experienced ancillary risks and uncertainties arising from the global COVID-19 pandemic that have been reduced due to improved conditions, but may again become more acute if there are COVID-19 resurgences, many of which are more fully described in this Item 1A.

whether or not such risk factors identify the global COVID-19 pandemic as the underlying cause.

- loss of ticketing clients due to the economic impacts of the pandemic;

We may again experience intensification of these risks and uncertainties should there be a resurgence of the pandemic or significant localized endemics; the ultimate magnitude of the impact on our business would depend on the severity and length of any outbreaks.

During the height of the pandemic we experienced negative credit actions, which could again occur if there are COVID-19 resurgences.

For instance, in November 2022, significant bot activity in connection with a large ticket onsale significantly contributed to a degraded website experience for customers and our eventually needing to pause the on-sale to address these issues.

U.K. data protection law has continued to evolve and, notwithstanding the current EU decision that allows data to be transferred from the EU to the U.K., we anticipate additional changes to U.K. data protection law within the next 12-18 months.

The E.U. is introducing an Electronic System for Travel Authorization (ESTA) style visa-waiver system (ETIAS – European Travel Information and Authorization System) starting in late 2023 for visitors from countries which are not part of the E.U. From the end of 2023, all U.S. citizens travelling to the Schengen zone will need to register with ETIAS.

The U.K. is introducing its own Electronic Travel Authorization scheme (ETA) to digitalize its borders by 2025.

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| | | | 2022 | | | | | | 2021 | | |

Risks Relating to the COVID-19 Pandemic

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

While most sports leagues have recommenced, some have done so at reduced capacity, and thus without the typical need for ticketing.

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

Our revenue will continue to be negatively impacted until such time as concerts and sporting events resume full activity levels at full capacity on a 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 pandemic, particularly the non-linear recovery due in part to surges of the virus and its variants that in some instances has halted or reversed the lessening of restrictions on 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.

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.

We face ancillary risks and uncertainties arising from the global COVID-19 pandemic in addition to any partial or complete shutdown of its revenue-generating operations.

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

whether or not such risk factors identify the global COVID-19 pandemic as the underlying cause, and many extend beyond the initial impact of the 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.

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

The likelihood of the realization or intensification of these risks and uncertainties and the ultimate magnitude of their impact on us are not knowable or quantifiable at this time, as the global COVID-19 pandemic and its impacts may continue for an unknown period of time.

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.

Different jurisdictions have and will continue to lift social distancing guidelines and restrictions on gatherings of people at different times, will have varied rules in place 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 Company and its results of operations may be.

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.

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

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

The terms of future debt agreements could include more restrictive covenants, or require incremental collateral, which may further restrict our business operations or be unavailable due to our covenant restrictions then in effect.

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.

There is no guarantee that debt financings will be available in the future to fund our obligations, or that they will be available on terms consistent with our expectations.

These include proceedings contesting a proposed fine issued by the United Kingdom’s (“U.K.”) Information Commissioner’s Office in November 2020 against Ticketmaster U.K. Limited in connection with this incident.

The relationship between U.K. data protection law and the GDPR remains unclear, including regarding how data transfers between the E.U. and U.K. will be treated.

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

As a significant sponsor with a long-established footprint across the E.U. and E.E.A. markets, Live Nation remains in a strong position when European markets reopen from coronavirus restrictions.

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

*The following discussion of our financial condition and results of operations generally discusses [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] items along with year-over-year comparisons between these two years.

Discussion of [removed: 2019] [added: 2020] items and year-over-year comparisons between [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] can be found in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2020] [added: 2021] Annual Report on Form 10-K.*

The number of events for the [removed: full] year was [removed: more than 17,200] [added: approximately 43,600] compared to [removed: approximately 8,200 events] [added: 17,400] in [removed: 2020.][added: 2021.]

The number of fans for the [removed: full] year was [removed: 35.1] [added: approximately 121] million compared to [removed: approximately 11.1] [added: 35] million last year.

[removed: The impact] [added: Information regarding our use] of [removed: the global COVID-19 pandemic] [added: AOI] to [added: evaluate the performance of] our operating [removed: results are discussed] [added: segments can be found] in Part II —Financial Information —Item 8.—Financial Statements and Supplementary Data—Note [removed: 2—Impact of the Global COVID-19 Pandemic.][added: 12 – Segments and Revenue Recognition.]

[removed: Gross transaction value (“GTV”)] [added: GTV] represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge.

To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our [added: primary and secondary] ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services.

In addition, we review the number of visits to our websites, cost of customer acquisition, the purchase conversion rate, [added: and] the overall number of customers in our [removed: database, the number and percentage of tickets sold via mobile and the number of app installs.][added: database.]

| | | | [added: 2022] | | | | | | | | | | | | [added: | | | | | |] 2021 | | | | | | 2020 | | | | | | [removed: 2019] | | | [added: | | | | | | | | | | | |]

| North America | | | | | | | | | | | | | | | [removed: 12,004] [added: 29,169] | | | | | | [removed: 5,270] [added: 12,004] | | | | | | [removed: 28,407] [added: 5,270] | | |

| Total estimated events | | | | | | | | | | | | | | | [removed: 17,234] [added: 43,644] | | | | | | [removed: 8,117] [added: 17,412] | | | | | | [removed: 40,237] [added: 8,117] | | |

| North America | | | | | | | | | | | | | | | [removed: 26,331] [added: 69,693] | | | | | | [removed: 6,075] [added: 26,330] | | | | | | [removed: 62,687] [added: 6,075] | | |

| Total estimated fans | | | | | | | | | | | | | | | [removed: 35,059] [added: 121,152] | | | | | | [removed: 11,142] [added: 35,265] | | | | | | [removed: 97,654] [added: 11,142] | | |

| Estimated number of fee-bearing tickets sold | | | | | | | | | | | | | | | [removed: 131,685] [added: 280,861] | | | | | | [removed: 31,101] [added: 131,685] | | | | | | [removed: 219,975] [added: 31,101] | | |

| Estimated number of non-fee-bearing tickets sold | | | | | | | | | | | | | | | [removed: 150,650] [added: 269,814] | | | | | | [removed: 88,823] [added: 145,047] | | | | | | [removed: 266,750] [added: 88,823] | | |

| Total estimated tickets sold | | | | | | | | | | | | | | | [removed: 282,335] [added: 550,675] | | | | | | [removed: 119,924] [added: 276,732] | | | | | | [removed: 486,725] [added: 119,924] | | |

Fee-bearing tickets sold above are net of refunds of [removed: 21.0] [added: 19.7] million and [removed: 27.3] [added: 21.0] million tickets for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Non-GAAP [removed: Measures][added: Measure]

| [removed: 2021] | | | | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | |] [added: 2022] | | | | | | [added: 2021] | | |

[removed: Adjusted Operating Income (Loss)][added: Operating income (loss)]

[added: | | | | Constant currency is a non-GAAP financial measure.] We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. [added: We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. | | |]

| | | | [added: Year Ended December 31,] | | | | | | | | | | | | [removed: Year Ended December 31,] | | | | | | | | | | | | | | | | | | % Change [removed: 2021] [added: 2022] vs [removed: 2020] [added: 2021] | | | | | | [removed: % Change 2020 vs 2019] | | | | | | [added: % Change 2021 vs 2020] | | |

| | | | | | | | | | | | | | | | [added: 2022] | | | | | | 2021 | | | | | | 2020 | | | [removed: | | | 2019 | | | | | | | | | | | | | | |]

| Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,722,190] [added: 13,494,100] | | | | | $ | [removed: 1,468,433] [added: 4,722,190] | | | | | $ | [removed: 9,428,094] [added: 1,468,433] | | | | | * | | | | | | [removed: (84)%] [added: *] | | |

| Direct operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 3,913,975] [added: 11,339,278] | | | | | | [removed: 1,222,997] [added: 3,913,975] | | | | | | [removed: 7,857,437] [added: 1,222,997] | | | | | | * | | | | | | [removed: (84)%] [added: *] | | |

| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | | | | [removed: 1,184,424] [added: 2,083,637] | | | | | | [removed: 937,651] [added: 1,184,424] | | | | | | [removed: 1,386,928] [added: 937,651] | | | | | | [removed: 26%] [added: 76%] | | | | | | [removed: (32)%] [added: 26%] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 243,439] [added: 260,238] | | | | | | [removed: 266,255] [added: 243,439] | | | | | | [removed: 239,682] [added: 266,255] | | | | | | [removed: (9)%] [added: 7%] | | | | | | [removed: 11%] [added: (9)%] | | |

| Loss (gain) on disposal of operating assets | | | | | | | | | | | | | | | | | | | | | [removed: (1,162)] [added: (30,810)] | | | | | | [removed: 505] [added: (1,162)] | | | | | | [removed: (2,490)] [added: 505] | | | | | | * | | | | | | * | | |

| Operating loss | | | | | | | | | | | | | | | | | | | | | $ | [removed: (618,486)] [added: (158,243)] | | | | | $ | [removed: (958,975)] [added: (618,486)] | | | | | $ | [removed: (53,463)] [added: (958,975)] | | | | | [removed: 36%] [added: 74%] | | | | | | [removed: *] [added: 36%] | | |

| Operating margin | | | | | | | | | | | | | | | | | | | | | [removed: (13.1)%] [added: (1.2)%] | | | | | | [removed: (65.3)%] [added: (13.1)%] | | | | | | [removed: (0.6)%] [added: (65.3)%] | | | | | | | | | | | | | | |

| AOI | | | | | | | | | | | | | | | | | | | | | $ | [removed: (221,338)] [added: 169,740] | | | | | $ | [removed: (638,846)] [added: (221,338)] | | | | | $ | [removed: 242,323] [added: (638,846)] | | | | | [removed: 65%] [added: *] | | | | | | [removed: *] [added: 65%] | | |

| AOI margin | | | | | | | | | | | | | | | | | | | | | [removed: (4.7)%] [added: 1.3%] | | | | | | [removed: (43.5)%] [added: (4.7)%] | | | | | | [removed: 2.6%] [added: (43.5)%] | | | | | | | | | | | | | | |

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

| Revenue | | | | | | | | | | | | | | | | | | | | | $ | [removed: 1,134,268] [added: 2,238,618] | | | | | $ | [removed: 188,383] [added: 1,134,268] | | | | | $ | [removed: 1,545,189] [added: 188,383] | | | | | [removed: *] [added: 97%] | | | | | | [removed: (88)%] [added: *] | | |

| Direct operating expenses | | | | | | | | | | | | | | | | | | | | | [removed: 358,246] [added: 793,986] | | | | | | [removed: 129,433] [added: 358,246] | | | | | | [removed: 514,169] [added: 129,433] | | | | | | * | | | | | | [removed: (75)%] [added: *] | | |

| Selling, general and administrative expenses | | | | | | | | | | | | | | | | | | | | | [removed: 472,519] [added: 711,574] | | | | | | [removed: 501,032] [added: 472,519] | | | | | | [removed: 642,052] [added: 501,032] | | | | | | [removed: (6)%] [added: 51%] | | | | | | [removed: (22)%] [added: (6)%] | | |

| Depreciation and amortization | | | | | | | | | | | | | | | | | | | | | [removed: 133,227] [added: 109,778] | | | | | | [removed: 169,921] [added: 133,227] | | | | | | [removed: 156,894] [added: 169,921] | | | | | | [removed: (22)%] [added: (18)%] | | | | | | [removed: 8%] [added: (22)%] | | |

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

| Operating income (loss) | | | | | | | | | | | | | | | | | | | | | $ | [removed: 170,343] [added: 623,477] | | | | | $ | [removed: (612,002)] [added: 170,343] | | | | | $ | [removed: 231,958] [added: (612,002)] | | | | | * | | | | | | * | | |

| Operating margin | | | | | | | | | | | | | | | | | | | | | [removed: 15.0%] [added: 27.9%] | | | | | | [removed: *] [added: 15.0%] | | | | | | [removed: 15.0%] [added: *] | | | | | | | | | | | | | | |

In 2022, we saw an almost full return to normal operations.

Despite the concert business not fully emerging from closures and mandated restrictions until well into the first quarter of 2022, Live Nation still had its best year ever, breaking both financial and operational records.

It was a milestone year for the Company, reinforcing the health of all three of our segments and live entertainment.

With the exception of China, all of our markets and venues were fully open by the fourth quarter of 2022.

This, coupled with our deferred revenue balances at the end of December 2022 and ongoing sales trends that suggest continued strong demand for concerts, making us hopeful for continued success in 2023.

During the year ended December 31, 2022, consolidated revenue increased by $10.4 billion, from $6.3 billion in 2021 to $16.7 billion this year.

The increase as compared to the prior year was $11.0 billion without the impact of changes in foreign exchange rates.

All three of our segments had revenue growth in the year, with the largest increase coming from our Concerts segment as discussed below.

Exceptionally strong demand for live events in the year led to record fan count and ticket sales, powering the concerts center of our business flywheel.

We had consolidated operating income of $732 million in 2022, compared to a loss of $418 million in 2021, an improvement of $1.1 billion, resulting from fans returning to our shows at levels far exceeding one year ago when show activity was largely limited to the United States and the United Kingdom.

Consolidated AOI for the year increased by $1.1 billion, from $324 million in 2021 to $1.4 billion this year.

The increase as compared to the same period of the prior year was $1.1 billion without the impact of changes in foreign exchange rates.

With the United States dollar notably strengthening over the past nine months, it has adversely impacted both our revenues and adjusted operating income from international operations.

Having provided the foreign currency exchange impacts for the organization overall and in light of their relative materiality, all of the segment financial comments to follow are based on reported foreign currency exchange rates.

In certain circumstances, we have included a comparison to 2019, our last full year of operation prior to the global COVID-19 pandemic.

Our Concerts segment revenue grew by $8.8 billion, from $4.7 billion in 2021 to $13.5 billion in 2022.

The revenue growth was a result of more shows and fans coming back to venues to enjoy their favorite artists.

This was our highest annual fan count ever, powered by growth across our major divisions, the addition of the OCESA business in Mexico as well as the impact of rescheduled shows.

All of our large venue types had double-digit attendance growth this year compared to 2019.

In particular, stadium fan count more than doubled to over 18 million fans globally.

Some of the top acts in the year included Coldplay, Harry Styles, Bad Bunny and Billie Eilish.

And our nearly 150 festivals attracted over 13 million fans globally, powered by global brands including Lollapalooza, Electric Daisy Carnival and Rock in Rio Brazil.

Concerts AOI for the year increased by $391 million, from a loss of $221 million in 2021 to income of $170 million in 2022.

Along with the increased number of fans, we saw very strong ancillary per fan spend across all of our venue types.

Since 2019, APF has increased by over 25% at our owned and operated amphitheaters, driven by higher food and beverage spending and the shift to cashless transactions.

In our Theaters and Clubs across the United States and the United Kingdom, we are also seeing double-digit percentage growth in APF.

Lastly, at our festivals, we have also seen growth in APF, with concessions, camping, and, in particular, VIP sales all increased substantially at our marquee events.

The increases to APF, along with ticket price increases for those seats highest in demand and continued sponsorship growth, have outpaced higher labor and materials costs at our venues and festivals this year.

Our Ticketing segment revenue grew by $1.1 billion, from $1.1 billion in 2021 to $2.2 billion in 2022.

Ticketing AOI for the year increased by $407 million, from $421 million in 2021 to $828 million in 2022.

Along with an increase in ticket sales, upward pricing momentum and revenue generated from non-service fee sources, while direct costs rose to support higher operations and enterprise growth.

Our fee-bearing ticket sales for the year were a record breaking 281 million, over 50 million higher than our previous best year.

Our resale business continued to grow, with nearly $4.5 billion dollars in gross transaction value for 2022, more than doubling resale gross transaction value in 2019.

It was our highest resale year ever, powered by both Concerts and all the major sports leagues.

Overall pricing on our fee-bearing tickets for the year is up 20% compared to 2019 as consumer demand for premium seats and VIP experiences has continued unabated, occasionally outstripping supply.

Lastly, we signed nearly 23 million net new tickets this year, generating a net renewal rate of 128%.

Of these, 16 million of these tickets, or roughly 70%, are from clients outside of North America, highlighting the significance of our international operations and our global expansion opportunity.

This is a reflection of the quality of the Ticketmaster platform and its continued popularity with clients across the globe, giving us confidence that the Ticketmaster features and functionality will continue to fuel growth going forward.

Our Sponsorship & Advertising segment revenue grew by $556 million, from $412 million in 2021 to $968 million in 2022.

The improvement was due to additional revenue from purchase path integrations with various new partners, our biggest ever festival season and the addition of the Mexico market to our portfolio.

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 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.

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

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.

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.

We believe that we are the largest live entertainment company in the world, connecting over [removed: 310] [added: 670] million fans across all of our concerts and ticketing platforms in [removed: 45] [added: 48] countries [removed: in 2021 and over 580 million fans in 2019 prior to the global COVID-19 pandemic.][added: during 2022.]

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 over [removed: 35] [added: 121] million fans to more than [removed: 17,200] [added: 43,600] events for over [removed: 4,400] [added: 7,800] artists in [removed: 2021.][added: 2022.]

Live Nation owns, operates, has exclusive booking rights for or has an equity interest [added: for which we have a significant influence] in [removed: 320 venues,] [added: 338 venues globally,] 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: 2021,] [added: 2022, globally] we had [removed: 100] [added: over 90] managers providing services to more than [removed: 450] [added: 410] 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: 282] [added: 550] million tickets through our systems in [removed: 2021.][added: 2022.]

Ticketmaster serves [removed: nearly 7,100] [added: approximately 9,300] 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 one of the world’s largest music advertising [removed: network] [added: networks] for corporate brands and includes one of the world’s leading ecommerce [removed: websites,] [added: websites] based on a comparison of gross sales of top internet [removed: retailers prior to the global COVID-19 pandemic.][added: retailers.]

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

*•Sell More [removed: Tickets and Invest in Product Improvements*.][added: Tickets*.]

[added: *•Invest in Product Improvements.*] We will continue to invest in our ticketing platforms and develop innovative products to [removed: build fan traffic to] [added: grow] our sales channels, drive increased ticket sales, [added: grow non-service fee revenue streams,] and continue to build our client base.

Our database of fans and their interests provides us with the means to efficiently [removed: market our] [added: communicate to them on] shows [added: they are likely] to [removed: them.][added: be interested in.]

In addition, through our artist management companies, we managed more than [removed: 450 artists in 2021 and more than 500] [added: 410] artists in [removed: 2019.][added: 2022.]

We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in [removed: 43] [added: 44] countries worldwide.

In addition, we own, [added: lease,] operate, have exclusive booking rights for, or have an equity interest [removed: in, 320] [added: in 338] venues [added: and have operations] located across [removed: 45] [added: 48] countries as of the end of [removed: 2021,] [added: 2022,] 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 [removed: 56 festivals globally in 2021 and 111] [added: 147] festivals globally in [removed: 2019 prior to the global COVID-19 pandemic.][added: 2022.]

In addition, we believe that our global ticketing distribution network—which includes one of the largest ecommerce sites and related apps along with [removed: nearly 7,100] [added: approximately 9,300] clients worldwide in [removed: 2021 and nearly 11,500 clients in 2019] [added: 2022] — makes us the largest ticketing network in the world.

We employ a sales force of approximately [removed: 500] [added: 600] people that [removed: works] [added: worked] with approximately [removed: 560 sponsors and nearly] 1,200 [removed: in 2019 prior to the global COVID-19 pandemic,] [added: sponsors during 2022,] through a combination of strategic partnerships, local venue-related deals, national agreements and digital campaigns, both in North America and internationally.

Generally, the ticket resale company is paid a service charge when the ticket is resold and the [removed: negotiated] ticket value is paid to the holder.

Including intersegment revenue, our Concerts business generated [removed: $4.7] [added: $13.5] billion, or [removed: 75.3%,] [added: 80.9%,] of our total revenue during [removed: 2021.][added: 2022.]

We promoted more than [removed: 17,200] [added: 43,600] live music and other events in [removed: 2021.][added: 2022.]

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

During [removed: 2021,] [added: 2022,] we sold [removed: 35%, 63%] [added: 56%, 42%] and 2% of primary tickets through these channels, respectively.

Including intersegment revenue, our Ticketing business generated [removed: $1.1] [added: $2.2] billion, or [removed: 18.1%,] [added: 13.4%,] of our total revenue during [removed: 2021,] [added: 2022,] 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: 132] [added: approximately 281] million tickets in [removed: 2021] [added: 2022] on which we were paid fees for our services.

In addition, approximately [removed: 151] [added: 270] million tickets were sold using our Ticketmaster systems, including through season seat packages, our venue clients’ box offices, and other channels through which we did not receive a fee.

Including intersegment revenue, our Sponsorship & Advertising business generated [removed: $411.9] [added: $968.1] million, or [removed: 6.6%,] [added: 5.8%,] of our total revenue during [removed: 2021.][added: 2022.]

The following table summarizes the number of venues by type that we owned, leased, operated, had exclusive booking rights for or had an equity interest [removed: in] [added: over which we had a significant influence] as of December 31, [removed: 2021:][added: 2022:]

| Amphitheater | | | | | | 5,000 - 30,000 | | | | | | 10 | | | | | | 39 | | | | | | [removed: 3] [added: 1] | | | | | | 16 | | | | | | — | | | | | | [removed: 68] [added: 66] | | |

| Arena | | | | | | 5,000 - 20,000 | | | | | | [removed: 1] [added: 2] | | | | | | [removed: 14] [added: 13] | | | | | | 2 | | | | | | [removed: 4] [added: 5] | | | | | | [removed: —] [added: 1] | | | | | | [removed: 21] [added: 23] | | |

| Theater | | | | | | 1,000 - 6,500 | | | | | | [removed: 8] [added: 9] | | | | | | [removed: 60] [added: 66] | | | | | | 10 | | | | | | 24 | | | | | | 2 | | | | | | [removed: 104] [added: 111] | | |

| Club | | | | | | Less than 1,000 | | | | | | [removed: 4] [added: 5] | | | | | | [removed: 40] [added: 43] | | | | | | 1 | | | | | | [removed: 12] [added: 14] | | | | | | — | | | | | | [removed: 57] [added: 63] | | |

| Restaurants & Music Halls | | | | | | 1,000 - 2,000 | | | | | | 2 | | | | | | [removed: 13] [added: 16] | | | | | | — | | | | | | — | | | | | | — | | | | | | [removed: 15] [added: 18] | | |

| Festival Sites (1) | | | | | | Varies | | | | | | 2 | | | | | | — | | | | | | [removed: 37] [added: 38] | | | | | | — | | | | | | — | | | | | | [removed: 39] [added: 40] | | |

| Other Venues | | | | | | Varies | | | | | | — | | | | | | [removed: 12] [added: 11] | | | | | | — | | | | | | [removed: —] [added: 2] | | | | | | 3 | | | | | | [removed: 15] [added: 16] | | |

| Total venues in operation | | | | | | | | | | | | [removed: 27] [added: 30] | | | | | | [removed: 178] [added: 188] | | | | | | [removed: 54] [added: 53] | | | | | | [removed: 56] [added: 61] | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 320] [added: 338] | | |

| Venues currently under construction | | | | | | | | | | | | — | | | | | | [removed: 3] [added: 4] | | | | | | — | | | | | | — | | | | | | [removed: 3] [added: 2] | | | | | | 6 | | |

| International | | | | | | | | | | | | [removed: 8] [added: 9] | | | | | | [removed: 48] [added: 51] | | | | | | [removed: 38] [added: 39] | | | | | | [removed: —] [added: 1] | | | | | | — | | | | | | [removed: 94] [added: 100] | | |

[removed: As] [added: The transition to] online and mobile ticket purchases [removed: increase, it] has made it easier for technology-based companies to offer primary ticketing services and standalone, automated ticketing systems that enable venues to perform their own ticketing services or utilize self-ticketing systems.

We are also required to comply with the ADA, the DDA and certain state statutes and local ordinances that, among other things, require that places of public accommodation, including our websites as well as existing and [removed: newly-constructed] [added: newly constructed] venues, be accessible to customers with disabilities.

Bringing more than [removed: 17,200] [added: 43,600] events to life and connecting over [removed: 310] [added: 670] million fans across all of our concerts and ticketing platforms, as we did in [removed: 2021,] [added: 2022,] is a massive undertaking, made possible by our thousands of employees spread across [removed: 45] [added: 48] countries.

These include technological and digital transformations to improve the experience and transparency for fans, venues, and event organizers as well as the overall quality of service.

In addition, we will continue to invest to eliminate fraud such as our focus on anti-BOT technology and the creation of our Verified Fan service.

During 2022, we connected over 670 million fans to their favorite live event.

In 2022, we promoted shows or tours for over 7,800 artists globally.

Our strategy is to provide minimum revenue guarantees to artists, which generates the vast majority of their total income.

We believe the artist-fan connection is the source of nearly all commercial value and as a result, our artists receive the majority of all ticketing revenue.

| North America | | | | | | | | | | | | 21 | | | | | | 137 | | | | | | 14 | | | | | | 60 | | | | | | 6 | | | | | | 238 | | |

- Taking Care of Your Mental Health: In 2022, we doubled down on our mental well-being offerings for staff – free virtual mental health coaching or therapy sessions, group support sessions, 24/7 counselor support line, and both in-person or virtual meditation and yoga sessions.

Our efforts around diversity, equity, and inclusion have also gained us recognition on Forbes’ Best Employers for Diversity list (2019, 2021-22), Forbes’ America’s Best Employers for Women (2022), Forbes’ Best Employers for New Grads (2022), and Newsweek’s Americas Greatest Workplaces for Diversity List (2023).

We have also received a score of 100% on Human Rights Campaign Foundation’s Corporate Equality Index (2019-22), earning us a Best Places to Work for LGBTQ+ Equality designation.

| Kaitlyn Henrich | | | | | | 32 | | | | | | Senior Vice President–Corporate Communications and Social Impact | | |

*Kaitlyn Henrich* is our Senior Vice President of Corporate Communications and Social Impact and has served in this capacity since January 2022.

Prior to that, Ms. Henrich served in various corporate communications roles since joining us in January 2016.

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 through the first half of this year.

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.

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

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

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

While some of these programs have temporarily been impacted by the pandemic, our strong commitment of taking care of every employee makes Live Nation a better place, which in turn helps drive our operating successes.

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

*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.

Financial Statements and Supplementary Data—Note [removed: 9—Commitments] [added: 8 – Commitments] and Contingent Liabilities and —Note [removed: 3—Business] [added: 2 –] Acquisitions.

For the fiscal year ended December 31, [removed: 2021,][added: 2022,]

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

On June 30, [removed: 2021,] [added: 2022,] 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 $12.7 billion.

On February 16, [removed: 2022,] [added: 2023,] there were [removed: 224,625,821] [added: 231,591,254] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 3,021,605] [added: 3,501,153] shares of unvested restricted [removed: and deferred] stock awards and excluding 408,024 shares held in treasury.

Portions of our Definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

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| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ibeecd09407014200b26638ad1d975dae_217)] [added: DISCLOSURE](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] | | | [removed: [105](#ibeecd09407014200b26638ad1d975dae_217)] [added: [96](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ibeecd09407014200b26638ad1d975dae_217)] [added: PROCEDURES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] | | | [removed: [105](#ibeecd09407014200b26638ad1d975dae_217)] [added: [96](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#ibeecd09407014200b26638ad1d975dae_220)] [added: INFORMATION](#i62a9dbf9f6344a0d9b87f7e4850bdb31_223)] | | | [removed: [107](#ibeecd09407014200b26638ad1d975dae_220)] [added: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_223)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ibeecd09407014200b26638ad1d975dae_1910)] [added: INSPECTIONS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_226)] | | | [removed: [107](#ibeecd09407014200b26638ad1d975dae_1910)] [added: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_226)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ibeecd09407014200b26638ad1d975dae_226)] [added: GOVERNANCE](#i62a9dbf9f6344a0d9b87f7e4850bdb31_232)] | | | [removed: [107](#ibeecd09407014200b26638ad1d975dae_226)] [added: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_232)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ibeecd09407014200b26638ad1d975dae_229)] [added: COMPENSATION](#i62a9dbf9f6344a0d9b87f7e4850bdb31_235)] | | | [removed: [107](#ibeecd09407014200b26638ad1d975dae_229)] [added: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_235)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ibeecd09407014200b26638ad1d975dae_232)] [added: MATTERS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_238)] | | | [removed: [107](#ibeecd09407014200b26638ad1d975dae_232)] [added: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_238)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ibeecd09407014200b26638ad1d975dae_235)] [added: INDEPENDENCE](#i62a9dbf9f6344a0d9b87f7e4850bdb31_241)] | | | [removed: [107](#ibeecd09407014200b26638ad1d975dae_235)] [added: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_241)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#ibeecd09407014200b26638ad1d975dae_238)] [added: SERVICES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_244)] | | | [removed: [107](#ibeecd09407014200b26638ad1d975dae_238)] [added: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_244)] | | |

| ITEM 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#ibeecd09407014200b26638ad1d975dae_241)] [added: SCHEDULES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_247)] | | | [removed: [108](#ibeecd09407014200b26638ad1d975dae_241)] [added: [99](#i62a9dbf9f6344a0d9b87f7e4850bdb31_247)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#ibeecd09407014200b26638ad1d975dae_265)] [added: SUMMARY](#i62a9dbf9f6344a0d9b87f7e4850bdb31_271)] | | | [removed: [116](#ibeecd09407014200b26638ad1d975dae_265)] [added: [106](#i62a9dbf9f6344a0d9b87f7e4850bdb31_271)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| APF | | | Ancillary revenue per fan | | |

| GTV | | | Gross transaction value | | |

| | | | | | |

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

As of December 31, [removed: 2021,] [added: 2022,] we own, operate or lease [removed: 165] [added: 172] entertainment venues throughout North America and [removed: 94] [added: 99] entertainment venues internationally.

We also lease office space and other facilities in [removed: 43] [added: 44] countries that support our Concerts, Ticketing and Sponsorship & Advertising segment operations.

There were [removed: 2,991] [added: 2,908] stockholders of record as of February 16, [removed: 2022.][added: 2023.]

The following table provides information regarding repurchases of our common stock during the quarter ended December 31, [removed: 2021.][added: 2022.]

| (1) | | | Represents shares of common stock that employees surrendered as part of the default option to satisfy withholding taxes in connection with the vesting of restricted stock awards, and in respect of the exercise price and withholding taxes for net stock option exercises where no resulting shares were sold, under our stock incentive plan. Pursuant to the terms of our stock plan, such shares [removed: revert] [added: recycle] to available shares under the plan. | | |

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

| October 2022 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| November 2022 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| December 2022 | | | | | | 1,052,537 | | | | | | $69.76 | | | | | | | | | | | | | | |

| | | | | | | 1,052,537 | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 23, [removed: 2022,] [added: 2023,] expressed an unqualified opinion thereon.

| *Description of the Matter* | | | As disclosed in Note [removed: 3] [added: 2] to the consolidated financial statements, [removed: during] the [removed: year ended December 31, 2021, the] Company completed its acquisition of an aggregate 51% interest in OCESA for $431.9 [removed: million.] [added: million on December 6, 2021.] This transaction was accounted for as a business combination. The [added: preliminary estimates of the fair value of intangible assets were finalized during the measurement period in 2022. The] Company allocated the purchase [removed: price, on a preliminary basis,] [added: price] to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of [removed: $340] [added: $474] million and resulting goodwill of [removed: $443] [added: $372] million. Auditing the Company’s accounting for its acquisition of OCESA was complex due to the significant estimation utilized by management in developing the [added: intangible assets’] valuation models used in the [removed: preliminary] purchase price allocation. The significant assumptions [removed: utilized included, among others,] [added: included] forecasted [removed: revenue growth] [added: earnings] and discount rate. These assumptions are forward-looking and could be affected by future economic and market conditions. | | |

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

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

| Cash and cash equivalents | | | $ | [removed: 4,884,729] [added: 5,606,457] | | | | | $ | [removed: 2,537,787] [added: 4,884,729] | |

| Accounts receivable, less allowance of [removed: $50,491] [added: $63,294] and [removed: $72,904,] [added: $50,491,] respectively | | | [removed: 1,066,573] [added: 1,465,383] | | | | | | [removed: 486,734] [added: 1,066,573] | | |

| Prepaid expenses | | | [removed: 654,894] [added: 949,826] | | | | | | [removed: 577,130] [added: 654,894] | | |

| Restricted cash | | | [removed: 3,063] [added: 5,917] | | | | | | [removed: 8,652] [added: 3,063] | | |

| Other current assets | | | [removed: 74,834] [added: 131,939] | | | | | | [removed: 39,465] [added: 74,834] | | |

| Total current assets | | | [removed: 6,684,093] [added: 8,159,522] | | | | | | [removed: 3,649,768] [added: 6,684,093] | | |

| Property, plant and equipment, net | | | [removed: 1,091,929] [added: 1,487,663] | | | | | | [removed: 1,101,414] [added: 1,091,929] | | |

| Operating lease assets | | | [removed: 1,538,911] [added: 1,571,395] | | | | | | [removed: 1,424,223] [added: 1,538,911] | | |

| Definite-lived intangible assets, net | | | [removed: 1,026,338] [added: 1,050,622] | | | | | | [removed: 855,600] [added: 1,026,338] | | |

| Indefinite-lived intangible [removed: assets] [added: assets, net] | | | [removed: 369,028] [added: 368,712] | | | | | | [removed: 369,058] [added: 369,028] | | |

| Goodwill | | | [removed: 2,590,869] [added: 2,529,380] | | | | | | [removed: 2,129,203] [added: 2,590,869] | | |

| Long-term advances | | | [removed: 552,697] [added: 568,558] | | | | | | [removed: 668,756] [added: 552,697] | | |

| Other long-term assets | | | [removed: 548,453] [added: 724,989] | | | | | | [removed: 391,281] [added: 548,453] | | |

| Total assets | | | $ | [removed: 14,402,318] [added: 16,460,841] | | | | | $ | [removed: 10,589,303] [added: 14,402,318] | |

| Accounts payable, client accounts | | | $ | [removed: 1,532,345] [added: 1,791,025] | | | | | $ | [removed: 744,096] [added: 1,532,345] | |

| Accounts payable | | | [removed: 110,623] [added: 180,076] | | | | | | [removed: 86,356] [added: 110,623] | | |

| Accrued expenses | | | [removed: 1,645,906] [added: 2,368,434] | | | | | | [removed: 894,149] [added: 1,645,906] | | |

| Deferred revenue | | | [removed: 2,774,792] [added: 3,134,800] | | | | | | [removed: 1,839,323] [added: 2,774,792] | | |

| Current portion of long-term debt, net | | | [removed: 585,254] [added: 620,032] | | | | | | [removed: 53,415] [added: 585,254] | | |

| Current portion of operating lease liabilities | | | [removed: 123,715] [added: 140,232] | | | | | | [removed: 107,147] [added: 123,715] | | |

| Other current liabilities | | | [removed: 83,087] [added: 68,716] | | | | | | [removed: 72,083] [added: 83,087] | | |

| Total current liabilities | | | [removed: 6,855,722] [added: 8,303,315] | | | | | | [removed: 3,796,569] [added: 6,855,722] | | |

| Long-term debt, net | | | [removed: 5,145,484] [added: 5,283,467] | | | | | | [removed: 4,855,096] [added: 5,145,484] | | |

| Long-term operating lease liabilities | | | [removed: 1,606,064] [added: 1,654,525] | | | | | | [removed: 1,445,674] [added: 1,606,064] | | |

| Other long-term liabilities | | | [removed: 431,581] [added: 455,971] | | | | | | [removed: 353,267] [added: 431,581] | | |

| Redeemable noncontrolling interests | | | [removed: 551,921] [added: 669,766] | | | | | | [removed: 272,449] [added: 551,921] | | |

| Common stock, $0.01 par value; 450,000,000 shares authorized; [removed: 225,082,603] [added: 231,671,647] and [removed: 218,423,061] [added: 225,082,603] shares issued and [removed: 224,674,579] [added: 231,263,623] and [removed: 218,015,037] [added: 224,674,579] shares outstanding in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively | | | [removed: 2,220] [added: 2,285] | | | | | | [removed: 2,145] [added: 2,220] | | |

| Additional paid-in capital | | | [removed: 2,897,695] [added: 2,698,316] | | | | | | [removed: 2,386,790] [added: 2,897,695] | | |

| Accumulated deficit | | | [removed: (3,327,737)] [added: (2,971,229)] | | | | | | [removed: (2,676,833)] [added: (3,327,737)] | | |

| Accumulated other comprehensive loss | | | [removed: (147,964)] [added: (90,076)] | | | | | | [removed: (177,009)] [added: (147,964)] | | |

| Total Live Nation stockholders' equity | | | [removed: (582,651)] [added: (367,569)] | | | | | | [removed: (471,772)] [added: (582,651)] | | |

| Noncontrolling interests | | | [removed: 394,197] [added: 461,366] | | | | | | [removed: 338,020] [added: 394,197] | | |

| Total equity | | | [removed: (188,454)] [added: 93,797] | | | | | | [removed: (133,752)] [added: (188,454)] | | |

| Total liabilities and equity | | | $ | [removed: 14,402,318] [added: 16,460,841] | | | | | $ | [removed: 10,589,303] [added: 14,402,318] | |

February 23, 2023

| Diluted net income (loss) per common share available to common stockholders of Live Nation | | | | | | $ | 0.64 | | | | | $ | (3.09) | | | | | $ | (8.12) | |

| Diluted | | | | | | 231,556,866 | | | | | | 217,190,862 | | | | | | 212,270,944 | | |

| Cumulative effect of change in accounting principle | | | | | | — | | | | | | — | | | | | | (95,986) | | | | | | 60,522 | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,464) | | | | | | — | | |

| Exercise of stock options | | | | | | 3,934,799 | | | | | | 39 | | | | | | 5,883 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,922 | | | | | | — | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,846 | | | | | | 6,846 | | | | | | 30,532 | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (64,601) | | | | | | — | | | | | | — | | | | | | — | | | | | | (7,778) | | | | | | (72,379) | | | | | | (5,848) | | |

| Sales of noncontrolling interests | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (336) | | | | | | (336) | | | | | | — | | |

| Cash distributions | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (79,887) | | | | | | (79,887) | | | | | | (20,773) | | |

| Other | | | | | | — | | | | | | — | | | | | | 36 | | | | | | — | | | | | | — | | | | | | — | | | | | | 30,580 | | | | | | 30,616 | | | | | | (46,184) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 295,986 | | | | | | — | | | | | | — | | | | | | 100,344 | | | | | | 396,330 | | | | | | 12,863 | | |

| Unrealized gain on cash flow hedge | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 49,529 | | | | | | — | | | | | | 49,529 | | | | | | — | | |

| Realized loss on cash flow hedge | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 312 | | | | | | — | | | | | | 312 | | | | | | — | | |

| Balances at December 31, 2022 | | | | | | 228,498,102 | | | | | | $ | 2,285 | | | | | $ | 2,698,316 | | | | | $ | (2,971,229) | | | | | $ | (6,865) | | | | | $ | (90,076) | | | | | $ | 461,366 | | | | | $ | 93,797 | | | | | $ | 669,766 | |

In the United States, this cash is largely associated with events in our owned or operated venues, notably amphitheaters, festivals, theaters and clubs.

Internationally, this cash is from a combination of both events in our owned or operated venues, as well as events in third-party venues associated with our promoters’ share of tickets in allocation markets.

We expect our seasonality trends to evolve as we continue to expand our global operations.

There were no similar material transactions in 2021 and 2022.

Our amortization expense is presented as a separate line item, with depreciation expense, in the statements of operations.

There is no amortization expense included in direct operating expenses, selling, general and administrative expenses or corporate expenses.

In August 2022, the Inflation Reduction Act (IRA) was enacted in the United States, which includes health care, clean energy, and income tax provisions.

The income tax provisions amend the Internal Revenue Code to include amongst other things a corporate alternative minimum tax starting in the 2023 tax year.

The Company is still assessing the impact due to lack of United States Treasury regulations; however, the IRA is not expected to have a material impact on the Company's financial statements due to net operating losses and full valuation allowances for the United States, which is our most significant jurisdiction.

We will continue to monitor to ensure our financial results and related tax disclosures are in compliance with the IRA tax legislation.

The recoveries were for a variety of claims and primarily recorded as revenue.

Reclassifications

Certain amounts in prior periods have been reclassified to conform to the current year presentation.

Such reclassifications did not have any effect on our financial condition or results of operations as previously reported.

During 2022, we completed various acquisitions for total consideration, net of cash acquired, of $315.0 million.

For certain acquisitions totaling $249.9 million, the fair value of the assets acquired represented substantially all the consideration transferred, and as such we accounted for the acquisitions as an asset acquisition.

All acquisitions were not material on an individual basis or in aggregate for the year ended December 31, 2022.

We completed our purchase price accounting during the three-month period ending December 31, 2022.

| Adjustments for working capital | | | — | | | | | | 2,269 | | | | | | 2,269 | | |

| Other long-term liabilities | | | — | | | | | | (10,334) | | | | | | (10,334) | | |

(1) As reported in our 2021 Annual Report on Form 10-K.

(2) The adjustments to the initial allocation were based on more detailed information obtained about the specific assets acquired and liabilities assumed.

The fair value adjustments made to the initial allocation did not result in significant changes to the amortization expense recorded for the years ended December 31, 2022 and 2021.

| | | | 3,339,618 | | | | | | 2,820,127 | | |

| | | | $ | 1,487,663 | | | | | $ | 1,091,929 | |

| Acquisitions—current year | | | 46,432 | | | | | | 32,919 | | | | | | 11,562 | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 90,913 | | |

| | | | | | |

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

February 23, 2022

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

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

| Balances at December 31, 2018 | | | | | | 209,135,581 | | | | | | $ | 2,091 | | | | | $ | 2,268,209 | | | | | $ | (1,019,223) | | | | | $ | (6,865) | | | | | $ | (145,231) | | | | | $ | 243,762 | | | | | $ | 1,342,743 | | | | | $ | 329,355 | |

| Exercise of stock options | | | | | | 910,006 | | | | | | 9 | | | | | | 14,095 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 14,104 | | | | | | — | | |

| Conversion of convertible debt | | | | | | 824,328 | | | | | | 8 | | | | | | 28,578 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 28,586 | | | | | | — | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 137,981 | | | | | | 137,981 | | | | | | 52,373 | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (23,878) | | | | | | — | | | | | | — | | | | | | — | | | | | | (24,867) | | | | | | (48,745) | | | | | | (1,459) | | |

| Cash distributions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (84,115) | | | | | | (84,115) | | | | | | (23,362) | | |

| Other | | | | | | — | | | | | | — | | | | | | (144) | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,179) | | | | | | (2,323) | | | | | | 2,764 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 69,889 | | | | | | — | | | | | | — | | | | | | 33,267 | | | | | | 103,156 | | | | | | 15,056 | | |

In addition, the timing of when tickets are sold and the tours of top-grossing acts can impact comparability of quarterly results year over year, although annual results may not be impacted.

Due to the unprecedented stoppage of our concert and other events globally beginning in mid-March resulting from the global COVID-19 pandemic, we did not experience our typical seasonality trends in 2020 and 2021 even with the resumption of events late in the second quarter of 2021.

Regardless, all reporting units undergo a second step at least once every five years to support our annual qualitative first step.

This second step, used to quantitatively screen for potential impairment and measure the impairment, if any, compares the fair value of the reporting unit with its carrying amount, including goodwill.

Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including our interpretation of current economic indicators and market valuations, and assumptions about our strategic plans with regard to our operations.

Due to the uncertainties associated with such estimates, actual results could differ from such estimates.

If the reporting unit’s carrying value exceeds its fair value, the excess of the carrying value over the fair value is recorded as an impairment to goodwill.

If a reporting unit’s carrying value is negative, the reporting unit passes the impairment test.

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

In developing fair values for our reporting units, we employ a discounted cash flow or a market multiple methodology, or a combination thereof.

The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit.

The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows.

The discounted cash flow methodology uses our estimates of future financial performance.

The most significant assumptions used in the discounted cash flow methodology are the discount rate and expected future revenue, which vary among reporting units.

The market multiple methodology compares us to similar companies on the basis of risk characteristics to determine our risk profile relative to those companies as a group.

This analysis generally focuses on both quantitative considerations, which include financial performance and other quantifiable data, and qualitative considerations, which include any factors which are expected to impact future financial performance.

The most significant assumptions affecting the market multiple methodology are the market multiples used on projected future cash flows and market participant acquisition premium.

A market participant acquisition premium represents the additional value a buyer would pay to obtain control of the respective reporting unit because having control would lead to higher cash flows, lower cost of capital or both.

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.

For the year ended December 31, 2020, approximately half was recorded as revenue and half as a reduction to our direct operating and selling, general and administrative expenses.

We do not currently have significant operations in highly inflationary countries.

Depreciation and Amortization

The guidance is effective for annual periods beginning after December 15, 2021 and interim periods within that year.

The guidance should be applied using either a modified retrospective method or a full retrospective method.

NOTE 2—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 2020 through the first half of this year.

Based on their evaluation as of December 31, [removed: 2021,] [added: 2022,] 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: 2021.][added: 2022.]

[removed: Other than this integration, there] [added: There] have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, [removed: 2021] [added: 2022] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] consolidated financial statements of the Company and our report dated February 23, [removed: 2022] [added: 2023] expressed an unqualified opinion thereon.

February 23, 2023

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.

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

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#ibeecd09407014200b26638ad1d975dae_1864)] [added: Firm](#i62a9dbf9f6344a0d9b87f7e4850bdb31_136)] (PCAOB ID: 42) | | | [removed: [53](#ibeecd09407014200b26638ad1d975dae_1864)] [added: [48](#i62a9dbf9f6344a0d9b87f7e4850bdb31_136)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ibeecd09407014200b26638ad1d975dae_139)] [added: 2021](#i62a9dbf9f6344a0d9b87f7e4850bdb31_139)] | | | [removed: [55](#ibeecd09407014200b26638ad1d975dae_139)] [added: [50](#i62a9dbf9f6344a0d9b87f7e4850bdb31_139)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ibeecd09407014200b26638ad1d975dae_145)] [added: 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_145)] | | | [removed: [56](#ibeecd09407014200b26638ad1d975dae_145)] [added: [51](#i62a9dbf9f6344a0d9b87f7e4850bdb31_145)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ibeecd09407014200b26638ad1d975dae_148)] [added: 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_148)] | | | [removed: [57](#ibeecd09407014200b26638ad1d975dae_148)] [added: [52](#i62a9dbf9f6344a0d9b87f7e4850bdb31_148)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ibeecd09407014200b26638ad1d975dae_151)] [added: 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_151)] | | | [removed: [58](#ibeecd09407014200b26638ad1d975dae_151)] [added: [53](#i62a9dbf9f6344a0d9b87f7e4850bdb31_151)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ibeecd09407014200b26638ad1d975dae_154)] [added: 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_154)] | | | [removed: [59](#ibeecd09407014200b26638ad1d975dae_154)] [added: [54](#i62a9dbf9f6344a0d9b87f7e4850bdb31_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibeecd09407014200b26638ad1d975dae_157)] [added: Statements](#i62a9dbf9f6344a0d9b87f7e4850bdb31_157)] | | | [removed: [60](#ibeecd09407014200b26638ad1d975dae_157)] [added: [55](#i62a9dbf9f6344a0d9b87f7e4850bdb31_157)] | | |

The following financial statement schedule for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

(1) During [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

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

| 3.3 | | | [removed: [Fifth] [added: [Sixth] Amended and Restated Bylaws of Live Nation Entertainment, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1335258/000133525813000012/fifthamendedandrestatedbyl.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000091/lyv-20220616xex31.htm)] | | | 8-K | | | 001-32601 | | | [removed: 3.2] [added: 3.1] | | | [removed: 6/7/2013] [added: 6/17/2022] | | | | | | | | |

| [removed: 10.11] [added: 10.12] § | | | [Amended and Restated Live Nation, Inc. Stock Bonus Plan.](http://www.sec.gov/Archives/edgar/data/1335258/000129993310000261/exhibit1.htm) | | | 8-K | | | 001-32601 | | | 10.1 | | | 1/25/2010 | | | | | | | | |

| [removed: 10.12] [added: 10.13] § | | | [Employment Agreement, entered [removed: into December 15, 2017,] [added: into](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex101rapinoemploymentagree.htm) [July](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex101rapinoemploymentagree.htm) [1](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex101rapinoemploymentagree.htm)[, 20](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex101rapinoemploymentagree.htm)[22](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex101rapinoemploymentagree.htm)[,] by and between Live Nation Entertainment, Inc. and Michael [removed: Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex101.htm)] [added: Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex101rapinoemploymentagree.htm)] | | | 8-K | | | 001-32601 | | | 10.1 | | | [removed: 12/18/2017] [added: 7/6/2022] | | | | | | | | |

| [removed: 10.13] [added: 10.15] § | | | [Employment Agreement, effective as of January 1, [removed: 2018,] [added: 2023,] by and between Live Nation Entertainment, Inc. and Joe [removed: Berchtold](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex101.htm).] [added: Berchtold](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000156/ex101berchtoldemploymentag.htm).] | | | 8-K | | | 001-32601 | | | 10.1 | | | [removed: 12/20/2017] [added: 12/23/2022] | | | | | | | | |

| [removed: 10.14] [added: 10.16] § | | | [Employment Agreement, effective as of January 1, [removed: 2018,] [added: 2023,] by and between Live Nation Entertainment, Inc. and Michael [removed: Rowles.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex103.htm)] [added: Rowles.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000156/ex102rowlesemploymentagree.htm)] | | | 8-K | | | 001-32601 | | | [removed: 10.3] [added: 10.2] | | | [removed: 12/20/2017] [added: 12/23/2022] | | | | | | | | |

| [removed: 10.15] [added: 10.17] § | | | [Employment Agreement, [removed: effective December 17, 2007,] [added: effective](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm) [January](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm) [1](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm)[, 20](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm)[22](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm)[,] 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/1335258/000133525822000068/lyv-20220331xqex101.htm)] | | | 10-Q | | | 001-32601 | | | 10.4 | | | [removed: 8/7/2008] [added: 5/5/2022] | | | | | | | | |

| [removed: 10.16] [added: 10.19] § | | | [First Amendment to Employment Agreement, effective [removed: December 31, 2008,] [added: as of January 1, 2019,] between Live Nation Worldwide, Inc. and [removed: Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312509045320/dex1030.htm)] [added: John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex102.htm)] | | | [removed: 10-K] [added: 10-Q] | | | 001-32601 | | | [removed: 10.30] [added: 10.2] | | | [removed: 3/5/2009] [added: 8/3/2021] | | | | | | | | |

| [removed: 10.17] [added: 10.20] § | | | [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] | | | | | | | | |

| 10.18 § | | | [removed: [Third Amendment to Confirmation of Employment and Compensation Arrangement,] [added: [Employment Agreement,] effective [added: as of] January 1, [removed: 2017, by and] [added: 2015,] between Live Nation [removed: Worldwide,] [added: Entertainment,] Inc. and [removed: Brian J. Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex101.htm)] [added: John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex101.htm)] | | | 10-Q | | | 001-32601 | | | 10.1 | | | [removed: 8/9/2017] [added: 8/3/2021] | | | | | | | | |

| [removed: 10.19] [added: 10.14] § | | | [removed: [Employment] [added: [Performance Share Award] Agreement, [removed: effective as of January] [added: entered into July] 1, [removed: 2015,] [added: 2022, by and] between Live Nation Entertainment, Inc. and [removed: John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex101.htm)] [added: Michael Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex102performanceshareaward.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 001-32601 | | | 10.1 | | | [removed: 8/3/2021] [added: 7/6/2022] | | | | | | | | |

| [removed: 10.22] [added: 10.21] | | | [Credit Agreement entered into as of May 6, 2010, among Live Nation Entertainment, Inc., the Foreign Borrowers party thereto, the Guarantors identified therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent and J.P. Morgan Europe Limited, as London Agent.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510179526/dex104.htm) | | | 10-Q | | | 001-32601 | | | 10.4 | | | 8/5/2010 | | | | | | | | |

| [removed: 10.23] [added: 10.22] | | | [Amendment No. 1, to the Credit Agreement, dated as of June 29, 2012, entered into by and among Live Nation Entertainment, Inc., the relevant Credit Parties identified therein, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.](http://www.sec.gov/Archives/edgar/data/1335258/000119312512341040/d377556dex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 8/7/2012 | | | | | | | | |

| [removed: 10.24] [added: 10.23] | | | [Amendment No. 2 to the Credit Agreement, dated as of August 16, 2013, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000049/lyv-2014331xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 5/6/2014 | | | | | | | | |

| [removed: 10.25] [added: 10.24] | | | [Amendment No. 3 to the Credit Agreement, dated as of October 31, 2016, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1026.htm) | | | 10-K | | | 001-32601 | | | 10.26 | | | 2/23/2017 | | | | | | | | |

| [removed: 10.26] [added: 10.25] | | | [Amendment No. 4 to the Credit Agreement, dated June 27, 2017, entered into by Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J. P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 8/9/2017 | | | | | | | | |

| [removed: 10.27] [added: 10.26] | | | [Amendment No. 5 to the Credit Agreement, dated as of March 28, 2018, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex103.htm) | | | 10-Q | | | 001-32601 | | | 10.3 | | | 5/3/2018 | | | | | | | | |

| [removed: 10.28] [added: 10.27] | | | [Amendment No. 6 to the Credit Agreement, dated as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex1028.htm). | | | 10-K | | | 001-32601 | | | 10.28 | | | 2/27/2020 | | | | | | | | |

| [removed: 10.29] [added: 10.28] | | | [Amendment No. 7 to the Credit Agreement, dated as of April 9, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P. Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 8/5/2020 | | | | | | | | |

| [removed: 10.30] [added: 10.29] | | | [Amendment No. 8 to the Credit Agreement, dated as of July 29, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P. Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000163/lyv-20200930xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 11/5/2020 | | | | | | | | |

| [removed: 10.31] [added: 10.30] | | | [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 [removed: thereto.](https://www.sec.gov/Archives/edgar/data/1335258/000133525822000019/lyv-20211231xex1031.htm)] [added: thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000019/lyv-20211231xex1031.htm)] | | | [added: 10-K] | | | [added: 001-32601] | | | [added: 10.31] | | | [added: 2/23/2022] | | | | | | [removed: X] | | |

| [removed: 10.32] [added: 10.31] | | | [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: 10.33] [added: 10.32] | | | [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: 10.34] [added: 10.33] | | | [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: 10.35] [added: 10.34] | | | [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: 10.36] [added: 10.35] | | | [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: 10.37] [added: 10.36] | | | [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: 10.38] [added: 10.37] | | | [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: 10.39] [added: 10.38] | | | [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: 10.40] [added: 10.39] | | | [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: 10.41] [added: 10.40] | | | [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 | | | | | | | | |

| Year ended December 31, 2022 | | | | | | $ | 50,491 | | | | | $ | 29,281 | | | | | $ | (10,364) | | | | | $ | (6,114) | | | | | $ | 63,294 | |

| Year ended December 31, 2022 | | | | | | $ | 1,219,496 | | | | | $ | 38,811 | | | | | $ | — | | | | | $ | (17,426) | | | | | $ | 1,240,881 | |

| 10.11 § | | | [Form of Performance Share Award Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000156/ex103performanceshareaward.htm) | | | 8-K | | | 001-32601 | | | 10.3 | | | 12/23/2022 | | | | | | | | |

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

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

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

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

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

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

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

| 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 | | | | | | | | |

| 10.20 § | | | [First Amendment to Employment Agreement, effective as of January 1, 2019, between Live Nation Worldwide, Inc. and John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 8/3/2021 | | | | | | | | |

| 10.21 § | | | [Second Amendment to Employment Agreement, effective as of January 1, 2019, between Live Nation Worldwide, Inc. and John Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex103.htm) | | | 10-Q | | | 001-32601 | | | 10.3 | | | 8/3/2021 | | | | | | | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, [removed: 2022.][added: 2023.]

| /s/ Michael Rapino Michael Rapino | | | | | | President, Chief Executive Officer and Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Joe Berchtold Joe Berchtold | | | | | | Chief Financial Officer | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Brian Capo Brian Capo | | | | | | Chief Accounting Officer | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Maverick Carter Maverick Carter | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Ping Fu Ping Fu | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Jeffrey T. Hinson Jeffrey T. Hinson | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Chad Hollingsworth Chad Hollingsworth | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Jimmy Iovine Jimmy Iovine | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ James S. Kahan James S. Kahan | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Gregory B. Maffei Gregory B. Maffei | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Randall T. Mays Randall T. Mays | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Dana Walden Dana Walden | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

| /s/ Latriece Watkins Latriece Watkins | | | | | | Director | | | | | | February 23, [removed: 2022] [added: 2023] | | |

Table of Contents

Table of Contents