Live Nation Entertainment (LYV) 10-K risk factor changes: FY2023 vs FY2022

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

[removed: The] [added: The] global COVID-19 pandemic had a material negative impact on our business and operating results.

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 [removed: operations.][added: operations.]

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

[removed: While our operations in most markets have largely returned to normal, there] [added: There] can be no assurances that new outbreaks [added: of COVID-19 or other epidemics] 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.

[removed: For these events, we use venues that we own, but we also operate a number of our live music venues under various] agreements which include leases with third parties, ownership through an equity interest or booking agreements, which are agreements where we contract to book the events at a venue for a specific period of time.

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

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

The techniques used to obtain unauthorized access, automate or expedite transactions or other activities on our [removed: platform (e.g., “bots”),] [added: platform,] disable or degrade service or sabotage systems (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 time and may impact the efficacy of our defenses and/or the products and services we provide.

In particular, hardware, software or applications we develop or procure from third parties may [removed: contain] [added: contain, and have contained,] defects in design or manufacture and/or may pose a security risk that could unexpectedly compromise information [removed: security.][added: security, but none of which have been material to date.]

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

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

[removed: Any additional] [added: Additional] changes [added: to data privacy laws and regulations around the world, including] in the E.U., [removed: U.K.] [added: U.K.,] and/or the United [removed: States] [added: States,] could lead to additional compliance costs and could increase our overall risk.

[removed: In addition, in an effort to make] international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

In addition, given our substantial operations in the U.K. and the E.U., [removed: we face] risks and uncertainties [removed: due to] [added: remain as a result of] the [added: new trading agreement between the U.K. and the E.U. following the] U.K.’s exit from the European Union.

The U.K. has agreed to “third country” trading status in a new E.U.-U.K. Trade and Cooperation Agreement [removed: applicable from January 1, 2021.][added: which sets out arrangements in areas such as tariff-free trade in goods.]

[removed: There will be] [added: The level of economic integration that existed while the U.K. was an E.U. Member State has lessened with some] additional bureaucracy and cost with customs formalities, VAT, excise duties and ATA carnets for goods moved between the U.K. and the E.U. [added: A review of the U.K.-E.U. Trade and Cooperation Agreement is due to start in May 2026.]

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

In December 2019, we agreed with the United States Department of Justice to extend and [removed: clarify] [added: enhance] 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.

The Final Judgment was due to expire in July 2020; in December 2019, we reached an agreement with the DOJ to [removed: clarify] [added: enhance] certain aspects of the Final Judgment and extend its duration through the end of 2025 (the “Amended Final Judgment”).

Under the Amended Final Judgment [added: (i)] we may not [removed: (i)] threaten to condition (or actually condition) the provision of Live Nation concerts on a venue choosing Ticketmaster, [removed: or] (ii) [added: we may not] retaliate (i.e., withhold any Live Nation concerts) in response to a venue choosing a ticketing services provider other than [removed: Ticketmaster.][added: Ticketmaster, and (iii) Ticketmaster may not share with Live Nation promoters certain information about other concerts that Ticketmaster tickets.]

In addition, pursuant to the Amended Final Judgment, (i) an independent monitor has been appointed to monitor and report to the DOJ on our compliance with the Amended Final Judgment, and investigate any potential violations thereof, (ii) we appointed an internal antitrust compliance officer and have conducted (and will continue to annually conduct) internal trainings to ensure our employees fully comply with the Amended Final Judgment; (iii) we provided, and will continue to provide, notice to current or potential venue customers of the Amended Final Judgment and its restrictions on our business conduct; [removed: and] (iv) we are [added: required to notify the DOJ of any ticket company acquisitions regardless of whether they would fall within the normal notification rules, and (v) we are] subject to an automatic penalty of $1,000,000 for each violation.

We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease [removed: epidemics.][added: epidemics, including any resurgence of the COVID-19 pandemic.]

For the year ended December 31, [removed: 2022,] [added: 2023,] our international operations accounted for approximately [removed: 34%] [added: 37%] of our revenue.

We experienced foreign exchange rate operating income of [removed: $2.6] [added: $29.6] million for the year ended December 31, [removed: 2020] [added: 2023] and foreign exchange operating losses of $39.8 million and $9.2 million for the years ended December 31, 2022 and 2021, respectively, which impacted our operating income (loss).

| June 30 | | | [removed: 318,699] [added: 386,371] | | | | | | [removed: (127,285)] [added: 318,699] | | |

| September 30 | | | [removed: 506,249] [added: 618,532] | | | | | | [removed: 137,145] [added: 506,249] | | |

| December 31 | | | [removed: (119,890)] [added: (81,476)] | | | | | | [removed: (124,546)] [added: (119,890)] | | |

At December 31, [removed: 2022,] [added: 2023,] we had property and equipment with a net book value of [removed: $1.5] [added: $2.1] billion.

As of December 31, [removed: 2022,] [added: 2023,] our total indebtedness, excluding unamortized debt discounts and debt issuance costs of [removed: $51.8] [added: $49.7] million, was [removed: $6.0] [added: $6.6] billion.

Our available borrowing capacity under the revolving portion of our senior secured credit facility at that date was [removed: $578.7] [added: $898.4] million, with outstanding letters of credit of [removed: $51.3] [added: $31.6] million.

Therefore,

For these events, we use venues that we own, but we also operate a number of our live music venues under various

State and federal legislators in the United States continue to consider, and enact, new privacy laws, which may require further updates to ensure compliance.

In addition, in an effort to make

Starting in mid-2025 a European visa-waiver system (ETIAS – European Travel Information and Authorization System) will be required for visitors from 60 visa-exempt countries to enter 30 European countries for a short stay.

All United States citizens travelling to the E.U. will need to register with ETIAS.

In the U.K. an Electronic Travel Authorization scheme (ETA) is now in operation for visitors from Qatar.

From February 22, 2024, it will be required for passport holders from Bahrain, Jordan, Kuwait, Oman, Saudi Arabia and the UAE.

By the end of 2024, ETAs will be a worldwide requirement for visitors who do not need a visa for short stays to the U.K.

| | | | 2023 | | | | | | 2022 | | |

| March 31 | | | $ | 142,776 | | | | | $ | 27,060 | |

Similarly, the artist management business is dependent upon the highly personalized relationship between a manager and an artist, and the loss of a manager may also result in a loss of the artist represented by the manager, which could adversely affect our business.

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

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.

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

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

- The impact of tightening labor markets across the globe combined with supply chain issues 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 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 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;

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

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

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

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

- the future availability or increased cost of insurance coverage;

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

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

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.

In addition, due to the reduction in cash flows we experienced from the global COVID-19 pandemic, we proactively took a number of steps to enhance our liquidity position, including our cost-savings and cash management programs and additional debt issuances.

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.

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

Additionally, any COVID-19 resurgences could negatively affect financial markets and adversely impact our ability to raise funds.

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.

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

We acted promptly to disable the infected third-party product, reviewed our systems and interfaced with regulatory authorities as a result of this incident.

The trade agreement sets out arrangements in areas such as tariff-free trade in goods.

However, it does not match the level of economic integration that existed while the U.K. was an E.U. Member State.

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.

Due to the unprecedented stoppage of our concert events globally in mid-March 2020 due to 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.

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

| March 31 | | | $ | 27,060 | | | | | $ | (303,172) | |

*The following discussion of our financial condition and results of operations generally discusses [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] items along with year-over-year comparisons between these two years.

Discussion of [removed: 2020] [added: 2021] items and year-over-year comparisons between [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] can be found in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2021] [added: 2022] Annual Report on Form 10-K.*

This, coupled with [removed: our deferred revenue balances at the end of December 2022 and ongoing] [added: current ticket] sales [removed: trends that suggest continued] [added: for 2024, suggests ongoing] strong demand for concerts, making us [removed: hopeful for] [added: confident in our] continued success in [removed: 2023.][added: the year ahead.]

The increase [removed: as compared to the prior year] was [removed: $11.0] [added: $6.0] billion without the impact of changes in foreign exchange rates.

Consolidated AOI for the year increased by [removed: $1.1 billion, from $324 million in 2021] [added: $455 million, or 32%,] to [removed: $1.4] [added: $1.9] billion this year.

The increase [removed: as compared to the same period of the prior year] was [removed: $1.1 billion] [added: $412 million] without the impact of changes in foreign exchange rates.

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

The [removed: revenue] growth [added: in revenue] was [removed: a] [added: the] result of more [removed: shows and] fans [removed: coming back to venues to enjoy] [added: enjoying] their favorite [removed: artists.][added: artists and spending more money at events to maximize their unique live experiences.]

In particular, stadium fan count [removed: more than doubled] [added: increased by almost 11 million fans] to over [removed: 18] [added: 29] million fans globally.

Concerts AOI for the year increased by [removed: $391] [added: $156] million, [removed: from a loss of $221 million in 2021] [added: or nearly double, compared] to [removed: income of] [added: 2022, from] $170 million [removed: in 2022.][added: to $325 million.]

In our [removed: Theaters] [added: theaters] and [removed: Clubs] [added: clubs] across the United States and the United Kingdom, we [removed: are] also [removed: seeing double-digit percentage] [added: saw strong] growth in [removed: APF.][added: APF revenue.]

Ticketing AOI for the year [removed: increased] [added: improved] by [removed: $407] [added: $288] million, [removed: from $421 million in 2021] [added: or 35%, compared] to [added: 2022, from] $828 million [removed: in 2022.][added: to $1.1 billion.]

[removed: Of these, 16] [added: 16.9] million of [removed: these] [added: the net new] tickets, or roughly [removed: 70%,] [added: 80%,] are from clients outside of North America, highlighting the significance of our international operations and our global expansion opportunity.

We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model: expanding our concerts platform with more shows and fans in [added: both] existing and new markets as well as improving the on-site experience for our fans by [removed: optimizing pricing and introduce] enhancing food and beverage [removed: products.][added: products and premium service offerings.]

[removed: As a result,] [added: In addition,] we continue to grow our sponsorship and advertising [removed: partnerships and] [added: partnerships, enabling] our clients [removed: are able] to reach [removed: their] customers via the powerful connection that live shows [removed: creates] [added: create] with [removed: music lovers.][added: ardent fans.]

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | % Change [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | | | | | | | | | | | % Change [removed: 2021] [added: 2022] vs [removed: 2020] [added: 2021] | | |

| | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | |

| Direct operating expenses | | | [removed: 12,337,524] [added: 17,292,016] | | | | | | [removed: 474,418] | | | | | | [removed: 12,811,942] | | | | | | [removed: 4,355,989] [added: 12,337,524] | | | | | | [removed: 1,402,400] [added: 4,355,989] | | | | | | [removed: *] [added: 40%] | | | | | | [removed: *] | | | | | | * | | |

| Selling, general and administrative expenses | | | [removed: 2,955,884] [added: 3,557,167] | | | | | | [removed: 87,167] | | | | | | [removed: 3,043,051] | | | | | | [removed: 1,754,822] [added: 2,955,884] | | | | | | [removed: 1,524,342] [added: 1,754,822] | | | | | | [removed: 68%] [added: 20%] | | | | | | [removed: 73%] | | | | | | [removed: 15%] [added: 68%] | | |

| Depreciation and amortization | | | [removed: 449,976 | | | | | | 9,534] [added: 516,797] | | | | | | [removed: 459,510] [added: 449,976] | | | | | | 416,277 | | | [removed: | | | 485,025 | | | | | | 8% | | | | | | 10% | | | | | | (14)% | | |]

| [removed: Loss (gain)] [added: Gain] on disposal of operating assets | | | [removed: (32,082)] [added: (13,927)] | | | | | | [removed: (246)] | | | | | | [removed: (32,328)] | | | | | | [removed: (1,211)] [added: (32,082)] | | | | | | [removed: 503] [added: (1,211)] | | | | | | [removed: *] [added: (57)%] | | | | | | [removed: *] | | | | | | * | | |

| Corporate expenses | | | [removed: 237,834] [added: 330,817] | | | | | | [removed: 80] | | | | | | [removed: 237,914] | | | | | | [removed: 160,428] [added: 237,834] | | | | | | [removed: 102,100] [added: 160,428] | | | | | | [removed: 48%] [added: 39%] | | | | | | [removed: 48%] | | | | | | [removed: 57%] [added: 48%] | | |

| Operating income (loss) | | | [removed: 732,118] [added: $] | [added: 1,066,203] | | | | | $ | [removed: 39,840] [added: 732,118] | | | | | $ | [removed: 771,958 | | | | |] (417,858) | | [removed: | | | | (1,653,192) | | | | | | * | | | | | | * | | | | | | 75% | | |]

| Operating margin | | | [removed: 4.4%] [added: 4.7%] | | | | | | | | | | | | [removed: 4.5%] [added: 4.6%] | | | | | | [removed: (6.7)%] [added: 4.4%] | | | | | | [removed: (88.8)%] [added: (6.7)%] | | | | | | | | | | | | | | | | | | | | |

| Interest expense | | | [removed: 278,483] [added: 350,244] | | | | | | | | | | | | | | | | | | [removed: 282,440] [added: 278,483] | | | | | | [removed: 226,832] [added: 282,440] | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: (77,620)] [added: (237,818)] | | | | | | | | | | | | | | | | | | [removed: (6,625)] [added: (77,620)] | | | | | | [removed: (11,737)] [added: (6,625)] | | | | | | | | | | | | | | | | | | | | |

| Equity in losses (earnings) of nonconsolidated affiliates | | | [removed: (10,571)] [added: 5,455] | | | | | | | | | | | | | | | | | | [removed: (2,520)] [added: (10,571)] | | | | | | [removed: 5,458] [added: (2,520)] | | | | | | | | | | | | | | | | | | | | |

| Loss (gain) from sale of investments in nonconsolidated affiliates | | | [removed: (448)] [added: 341] | | | | | | | | | | | | | | | | | | [removed: (83,578)] [added: (448)] | | | | | | [removed: 1,727] [added: (83,578)] | | | | | | | | | | | | | | | | | | | | |

| Other [removed: expense (income),] [added: expense,] net | | | [removed: 36,827] [added: 34,933] | | | | | | | | | | | | | | | | | | [removed: 3,692] [added: 36,827] | | | | | | [removed: (18,807)] [added: 3,692] | | | | | | | | | | | | | | | | | | | | |

| Income (loss) before income taxes | | | [removed: 505,447] [added: 894,544] | | | | | | | | | | | | | | | | | | [removed: (611,267)] [added: 505,447] | | | | | | [removed: (1,856,665)] [added: (611,267)] | | | | | | | | | | | | | | | | | | | | |

| Income tax expense (benefit) | | | [removed: 96,254] [added: 160,227] | | | | | | | | | | | | | | | | | | [removed: (2,481)] [added: 96,254] | | | | | | [removed: (28,875)] [added: (2,481)] | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | [removed: 409,193] [added: 734,317] | | | | | | | | | | | | | | | | | | [removed: (608,786)] [added: 409,193] | | | | | | [removed: (1,827,790)] [added: (608,786)] | | | | | | | | | | | | | | | | | | | | |

| Net income [removed: (loss)] attributable to noncontrolling interests | | | [removed: 113,207] [added: 171,037] | | | | | | | | | | | | | | | | | | [removed: 42,118] [added: 113,207] | | | | | | [removed: (103,255)] [added: 42,118] | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) attributable to common stockholders of Live Nation | | | $ | [removed: 295,986] [added: 563,280] | | | | | | | | | | | | | | | | | $ | [removed: (650,904)] [added: 295,986] | | | | | $ | [removed: (1,724,535)] [added: (650,904)] | | | | | | | | | | | | | | | | | | | |

Revenue increased [removed: $10.4] [added: $6.1] billion during the year ended December 31, [removed: 2022] [added: 2023] as compared to the prior year driven by increased revenue in our Concerts segment of [removed: $8.8] [added: $5.3] billion, Ticketing segment of [removed: $1.1 billion] [added: $720.9 million] and Sponsorship & Advertising segment of [removed: $556.2] [added: $127.1] million [removed: on] as further discussed within each segment’s operating results.

[removed: Gain] [added: | Loss (gain)] on disposal of operating [removed: assets][added: assets | | | | | | | | | | | | | | | | | | | | | 39 | | | | | | (197) | | | | | | (67) | | | | | | * | | | | | | * | | |]

Operating [removed: income (loss)][added: income]

Operating income [added: increased $334.1 million] during the year ended December 31, [removed: 2022 was $732.1 million] [added: 2023] as compared to [removed: an operating loss of $417.9 million for] the prior year primarily driven by increased operating income in our Concerts segment of [removed: $460.2] [added: $94.6] million, Ticketing segment of [removed: $453.1] [added: $283.9] million and Sponsorship & Advertising [added: segment] of [removed: $324.6] [added: $66.0] million as further discussed within each segment’s operating [removed: results partially offset by higher Corporate expenses as discussed above.][added: results.]

Interest income increased [removed: $71.0] [added: $160.2] million during the year ended December 31, [removed: 2022] [added: 2023] as compared to the prior year primarily attributed to higher rate of return on our cash and cash equivalents in [removed: 2022.][added: 2023 and an increase in our cash and cash equivalents.]

For the year ended December 31, [removed: 2022,] [added: 2023,] we had a net tax expense of [removed: $96.3] [added: $160.2] million on income before income taxes of [removed: $505.4] [added: $894.5] million compared to a net tax [removed: benefit] [added: expense] of [removed: $2.5] [added: $96.3] million on [removed: losses] [added: income] before income taxes of [removed: $611.3] [added: $505.4] million for [removed: 2021.][added: 2022.]

In 2023, we continued to see unprecedented demand for live experience in every corner of the world with emerging and superstar acts across all genres and in venues big and small in 2023.

After a record 2022, we surpassed last year’s results by double-digits for revenue, operating income, and AOI, not only at the consolidated level but also in each of our three major reporting segments.

Our operating income has increased by 228% and AOI has doubled compared to our pre-pandemic operations in 2019 – a testament to the strength of the live industry and our place in that robust ecosystem.

We saw double-digit growth in concert fans, Ticketmaster ticket sales, and sponsorship revenues globally.

Our overall revenue increased by $6.1 billion, or 36%, to $22.7 billion as compared to last year.

Our operating income for the year improved by $334 million, or 46%, to $1.1 billion in 2023 due to stronger performance across all of our major reporting segments.

Our event-related deferred revenue balance increased by $216 million, or 8%, to $2.9 billion as of December 31, 2023 compared to December 31, 2022.

Our Concerts segment revenue for the year increased by $5.3 billion, or 39% compared to 2022, from $13.5 billion to $18.8 billion.

Approximately 145 million fans attended our shows in the year, our largest annual fan count ever, compared to approximately 121 million last year, for growth of 25 million or 20%.

The growth was relatively evenly distributed across our global markets with notable strength in Europe, Latin America, Asia-Pacific and Canada.

Growth in amphitheater, stadium and arena fan count drove the majority of the increase in show attendance.

Some of the larger acts touring globally in the year included Beyoncé, Harry Styles, Karol G, The Weeknd and RBD, reflecting the global diversified base of our artists.

Our ancillary revenue spending at our United States amphitheater shows was nearly $41 per fan for the year, a 10% growth over 2022, driven by higher food and beverage spending as well as increased upsells.

We also experienced double-digit growth with concessions, merchandise and upsells in our expanding owned or operated arena network, which includes the Moody Center arena.

Our Ticketing segment revenue for the year increased by $721 million, or 32%, compared to 2022, from $2.2 billion to $3.0 billion.

The improvement resulted from an increase in ticket sales, upward pricing momentum due to higher fan demand and higher non-service fee revenue.

We sold 329 million fee-bearing tickets in 2023 compared to 281 million tickets last year, an increase of 17%.

North America increased total fee-bearing GTV by 26% while International rose by 42% compared to last year.

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

We signed 21.4 million net new tickets in 2023.

This gives us confidence that our ticketing platforms’ features and functionalities will continue to fuel growth going forward.

Our Sponsorship & Advertising segment revenue for the year increased by $127 million, or 13%, compared to 2022 from $968 million to $1.1 billion.

The increase was largely driven by our United States business with new strategic deals, expanded deals across our ticket access and venue assets, and the addition of the Moody Center arena in Austin.

We also added new marketing partners in Mexico.

Sponsorship & Advertising AOI increased by $83 million, or 14%, compared to 2022, from $592 million to $675 million.

We will drive ticket sales through development of innovative products for fans, with a focus on reducing friction in the ticket purchase experience and creating additional revenue opportunities.

| Revenue | | | $ | 22,749,073 | | | | | $ | (63,126) | | | | | $ | 22,685,947 | | | | | $ | 16,681,254 | | | | | $ | 6,268,447 | | | | | 36% | | | | | | 36% | | | | | | * | | |

| Depreciation and amortization | | | 516,797 | | | | | | | | | | | | | | | | | | 449,976 | | | | | | 416,277 | | | | | | 15% | | | | | | | | | | | | 8% | | |

| Operating income (loss) | | | 1,066,203 | | | | | | (29,569) | | | | | | 1,036,634 | | | | | | 732,118 | | | | | | (417,858) | | | | | | 46% | | | | | | 42% | | | | | | * | | |

| Loss on extinguishment of debt | | | 18,504 | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | |

These increases were partially offset by higher Corporate expenses primarily due to higher compensation expense in 2023 due to headcount growth as a result of increased operating opportunities in 2023.

Interest expense

Interest expense increased $71.8 million during the year ended December 31, 2023 as compared to the prior year primarily driven by the issuance of $1.0 billion principal amount of our 3.125% convertible senior notes due 2029 in January 2023.

AOI

AOI is a non-GAAP financial measure that we define as consolidated operating income (loss) before certain acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense.

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

We believe that information about AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income (loss), thus providing insights into both operations and the other factors that affect reported results.

AOI is not calculated or presented in accordance with GAAP.

A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business.

Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP.

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.

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.

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.

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.

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 number of events for the year was approximately 43,600 compared to 17,400 in 2021.

The number of fans for the year was approximately 121 million compared to 35 million last year.

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.

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.

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.

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.

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%.

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.

The 2022 festival season included the Rock in Rio event in Brazil that occurs every two years that generates significant sponsorship revenue and will not occur again until 2024.

Sponsorship & Advertising AOI for the year increased by $350 million, from $242 million in 2021 to $592 million in 2022.

We will drive conversion of ticket sales through development of innovative products like Verified Fan that protects our fans.

Our digital sales platforms have reduced friction in the ticket purchase experience and created new and unique opportunities.

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

| Revenue | | | $ | 16,681,254 | | | | | $ | 610,793 | | | | | $ | 17,292,047 | | | | | $ | 6,268,447 | | | | | $ | 1,861,178 | | | | | * | | | | | | * | | | | | | * | | |

| | | | | | |

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

Gain on disposal of operating assets increased $30.9 million during the year ended December 31, 2022 as compared to the prior year primarily driven by sales of artist catalog rights in 2022.

We believe that we are the largest live entertainment company in the world, connecting over [removed: 670] [added: 765] million fans across all of our concerts and ticketing platforms in [removed: 48] [added: 49] countries during [removed: 2022.][added: 2023.]

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: 121] [added: 145] million fans to more than [removed: 43,600 events for over 7,800] [added: 6,800] artists [added: at over 50,000 events] in [removed: 2022.][added: 2023.]

Live Nation owns, operates, has exclusive booking rights for or has an equity interest for which we have a significant influence in [removed: 338] [added: 373] venues globally, including *House of Blues®* music venues and prestigious locations such as *The Fillmore®* in San Francisco, *Brooklyn [removed: Bowl®,*] [added: Bowl®* in New York City*,*] the Hollywood [removed: Palladium,] [added: Palladium in Los Angeles,] the [added: Moody Center© arena in Austin, the] Ziggo Dome in Amsterdam, 3Arena in [removed: Ireland,] [added: Dublin,] Royal Arena in Copenhagen and Spark Arena in [removed: New Zealand.][added: Auckland.]

Ticketmaster provides ticket sales, ticket resale services and marketing and distribution globally through *www.ticketmaster.com* and *www.livenation.com* and our [removed: other websites,] mobile apps, [added: other websites and] numerous retail [removed: outlets and call centers, selling] [added: outlets, distributing] over [removed: 550] [added: 620] million tickets through our systems in [removed: 2022.][added: 2023.]

Ticketmaster serves approximately [removed: 9,300] [added: 10,000] 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.

Through our strong partnership with artists, agents and [removed: managers,] [added: managers and a focus on supporting the development of emerging artists,] we believe we can continue to expand our concert [removed: base by delivering strong and consistent services.][added: base.]

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

We are focused on selling tickets through a wide set of sales channels, including mobile and online, [added: partnering with affiliates,] and leveraging our fan database.

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

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

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

During [removed: 2022,] [added: 2023,] we connected over [removed: 670] [added: 765] million fans to their favorite live event.

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

In [removed: 2022,] [added: 2023,] we promoted shows [removed: or tours] for over [removed: 7,800] [added: 6,800] artists globally.

In addition, through our artist management companies, we managed more than [removed: 410] [added: 380] artists in [removed: 2022.][added: 2023.]

We believe that our global [removed: distribution] network of promoters, venues and festivals provides us with a strong position in the live concert industry.

We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in [removed: 44] [added: 45] countries worldwide.

In addition, we own, lease, operate, have exclusive booking rights for, or have an equity interest [added: for which we have a significant influence] in [removed: 338] [added: 373] venues and have operations located across [removed: 48] [added: 49] countries as of the end of [removed: 2022,] [added: 2023,] 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: 147] [added: 146] festivals globally in [removed: 2022.][added: 2023.]

In addition, we believe that our global ticketing distribution [removed: network—which includes one of the largest ecommerce sites and related apps along with] [added: network—with] approximately [removed: 9,300] [added: 10,000] clients worldwide in [removed: 2022] [added: 2023] — makes us the largest ticketing network in the world.

We employ a sales force of approximately [removed: 600] [added: 700] people that worked with [removed: approximately] [added: more than] 1,200 sponsors during [removed: 2022,] [added: 2023,] through a combination of strategic partnerships, local venue-related deals, national agreements and digital campaigns, both in North America and internationally.

Typically, to initiate live music events or tours, booking agents [removed: contract] [added: work] with [removed: artists to represent them for defined periods.][added: artists.]

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

Venue operators typically contract with promoters to have their venues rented for specific events on specific dates and receive fixed fees [removed: or] [added: and/or] percentages of ticket sales as rental income.

Ticketing resale services generally refers to the sale of tickets by a holder who originally obtained the tickets from a venue or other [removed: entity, or a ticketing services provider selling on behalf of a venue or other] entity.

These sponsorships typically include venue naming rights, onsite venue signage, online [added: and in-app] advertisements and exclusive partner rights in various categories such as credit card, beverage, travel and telecommunications, and may include event pre-sales and onsite product activation.

Including intersegment revenue, our Concerts business generated [removed: $13.5] [added: $18.8] billion, or [removed: 80.9%,] [added: 82%,] of our total revenue during [removed: 2022.][added: 2023.]

We promoted more than [removed: 43,600] [added: 50,000] live music and other events in [removed: 2022.][added: 2023.]

As a venue operator, we generate revenue primarily from the sale of concessions, parking, premium seating, rental income and ticket rebates or service charges earned on tickets sold [removed: through our internal ticketing operations or by third parties] under ticketing agreements.

Including intersegment revenue, our Ticketing business generated [removed: $2.2] [added: $3.0] billion, or [removed: 13.4%,] [added: 13%,] of our total revenue during [removed: 2022,] [added: 2023,] 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 approximately [removed: 281] [added: 329] million tickets in [removed: 2022] [added: 2023] on which we were paid fees for our services.

In addition, approximately [removed: 270] [added: 291] million tickets were [removed: sold] [added: sold, for which we did not receive a fee,] using our Ticketmaster systems, including [removed: through] season seat packages, our venue clients’ box offices, and other [removed: channels through which we did not receive a fee.][added: channels.]

Pursuant to these agreements, clients [added: and their content partners] generally determine and then tell us what tickets will be available for sale, when such tickets will go on sale to the public and what the ticket price will be, sometimes with our [removed: guidance and recommendations.][added: analytical support.]

Including intersegment revenue, our Sponsorship & Advertising business generated [removed: $968.1 million,] [added: $1.1 billion,] or [removed: 5.8%,] [added: 5%,] of our total revenue during [removed: 2022.][added: 2023.]

*•Other Venues*—Other venues includes [removed: restaurants,] [added: restaurants and] exhibition and convention halls that typically are not used for live music events.

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 over which we had a significant influence as of December 31, [removed: 2022:][added: 2023:]

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

| Amphitheater | | | | | | 5,000 - 30,000 | | | | | | 10 | | | | | | [removed: 39] [added: 40] | | | | | | 1 | | | | | | 16 | | | | | | — | | | | | | [removed: 66] [added: 67] | | |

| Arena | | | | | | 5,000 - 20,000 | | | | | | [removed: 2] [added: 3] | | | | | | 13 | | | | | | 2 | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 1] [added: —] | | | | | | [removed: 23] [added: 24] | | |

| Theater | | | | | | 1,000 - 6,500 | | | | | | [removed: 9] [added: 10] | | | | | | [removed: 66] [added: 70] | | | | | | 10 | | | | | | [removed: 24] [added: 30] | | | | | | 2 | | | | | | [removed: 111] [added: 122] | | |

In addition, we will continue to invest in tools that reduce fraud and help artists and teams determine how to get their tickets into the hands of real fans.

Venues set the ticketing service fee to be charged on tickets and typically retain the majority of these fees.

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

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

| North America | | | | | | | | | | | | 22 | | | | | | 152 | | | | | | 23 | | | | | | 65 | | | | | | 5 | | | | | | 267 | | |

| International | | | | | | | | | | | | 10 | | | | | | 51 | | | | | | 44 | | | | | | 1 | | | | | | — | | | | | | 106 | | |

In 2023, we launched Sober Nation providing sobriety and recovery support for our employees and community events that help destigmatize addiction and recovery in the industry.

We have also partnered with the Black Music Action Coalition (BMAC) to create a music business intensive course and paid internship program to train the next generation of diverse industry newcomers with the technical skills required to succeed in careers in the live industry.

| Carlos Alvarez | | | | | | 49 | | | | | | Chief Technology Officer–Ticketmaster | | |

| Michael Wichser | | | | | | 45 | | | | | | Chief Operating Officer–Ticketmaster | | |

*Carlos Alvarez* is our Chief Technology Officer of Ticketmaster and has served in this capacity since September 2020.

Prior to that, Mr. Alvarez served in various information technology roles since joining us in August 2014.

Prior to that, Mr. Wichser served in various mergers and acquisitions and strategy and development roles since joining us in September 2014.

As of December 31, 2022, globally we had over 90 managers providing services to more than 410 artists.

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.

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

During 2022, we sold 56%, 42% and 2% of primary tickets through these channels, respectively.

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

| International | | | | | | | | | | | | 9 | | | | | | 51 | | | | | | 39 | | | | | | 1 | | | | | | — | | | | | | 100 | | |

During regular operational times, our staffing needs vary significantly throughout the year.

| Jacqueline Beato | | | | | | 39 | | | | | | Chief Operating Officer–U.S. Concerts | | |

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

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

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

For the fiscal year ended December 31, [removed: 2022,][added: 2023,]

On June 30, [removed: 2022,] [added: 2023,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was approximately [removed: $12.7] [added: $14.2] billion.

On February [removed: 16, 2023,] [added: 15, 2024,] there were [removed: 231,591,254] [added: 230,797,704] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 3,501,153] [added: 1,376,336] shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.

Portions of our Definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

| ITEM 1. | | | [removed: [BUSINESS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_16)] [added: [BUSINESS](#ifcbf2c0a82124d048c19732b1e4d311b_16)] | | | [removed: [2](#i62a9dbf9f6344a0d9b87f7e4850bdb31_16)] [added: [2](#ifcbf2c0a82124d048c19732b1e4d311b_16)] | | |

| ITEM 1A. | | | [RISK [removed: FACTORS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_46)] [added: FACTORS](#ifcbf2c0a82124d048c19732b1e4d311b_46)] | | | [removed: [13](#i62a9dbf9f6344a0d9b87f7e4850bdb31_46)] [added: [13](#ifcbf2c0a82124d048c19732b1e4d311b_46)] | | |

| ITEM 1B. | | | [UNRESOLVED STAFF [removed: COMMENTS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_49)] [added: COMMENTS](#ifcbf2c0a82124d048c19732b1e4d311b_49)] | | | [removed: [27](#i62a9dbf9f6344a0d9b87f7e4850bdb31_49)] [added: [26](#ifcbf2c0a82124d048c19732b1e4d311b_49)] | | |

| ITEM 2. | | | [removed: [PROPERTIES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_52)] [added: [PROPERTIES](#ifcbf2c0a82124d048c19732b1e4d311b_52)] | | | [removed: [28](#i62a9dbf9f6344a0d9b87f7e4850bdb31_52)] [added: [28](#ifcbf2c0a82124d048c19732b1e4d311b_52)] | | |

| ITEM 3. | | | [LEGAL [removed: PROCEEDINGS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_55)] [added: PROCEEDINGS](#ifcbf2c0a82124d048c19732b1e4d311b_55)] | | | [removed: [28](#i62a9dbf9f6344a0d9b87f7e4850bdb31_55)] [added: [28](#ifcbf2c0a82124d048c19732b1e4d311b_55)] | | |

| ITEM 5. | | | [MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_61)] [added: SECURITIES](#ifcbf2c0a82124d048c19732b1e4d311b_61)] | | | [removed: [29](#i62a9dbf9f6344a0d9b87f7e4850bdb31_61)] [added: [29](#ifcbf2c0a82124d048c19732b1e4d311b_61)] | | |

| ITEM 6. | | | [SELECTED FINANCIAL [removed: DATA](#i62a9dbf9f6344a0d9b87f7e4850bdb31_64)] [added: DATA](#ifcbf2c0a82124d048c19732b1e4d311b_64)] | | | [removed: [29](#i62a9dbf9f6344a0d9b87f7e4850bdb31_64)] [added: [29](#ifcbf2c0a82124d048c19732b1e4d311b_64)] | | |

| ITEM 7. | | | [MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_70)] [added: OPERATIONS](#ifcbf2c0a82124d048c19732b1e4d311b_70)] | | | [removed: [30](#i62a9dbf9f6344a0d9b87f7e4850bdb31_70)] [added: [30](#ifcbf2c0a82124d048c19732b1e4d311b_70)] | | |

| ITEM 7A. | | | [QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i62a9dbf9f6344a0d9b87f7e4850bdb31_130)] [added: RISK](#ifcbf2c0a82124d048c19732b1e4d311b_130)] | | | [removed: [47](#i62a9dbf9f6344a0d9b87f7e4850bdb31_130)] [added: [46](#ifcbf2c0a82124d048c19732b1e4d311b_130)] | | |

| ITEM 8. | | | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i62a9dbf9f6344a0d9b87f7e4850bdb31_133)] [added: DATA](#ifcbf2c0a82124d048c19732b1e4d311b_133)] | | | [removed: [48](#i62a9dbf9f6344a0d9b87f7e4850bdb31_133)] [added: [47](#ifcbf2c0a82124d048c19732b1e4d311b_133)] | | |

| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] [added: DISCLOSURE](#ifcbf2c0a82124d048c19732b1e4d311b_226)] | | | [removed: [96](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] [added: [94](#ifcbf2c0a82124d048c19732b1e4d311b_226)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] [added: PROCEDURES](#ifcbf2c0a82124d048c19732b1e4d311b_226)] | | | [removed: [96](#i62a9dbf9f6344a0d9b87f7e4850bdb31_220)] [added: [94](#ifcbf2c0a82124d048c19732b1e4d311b_226)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#i62a9dbf9f6344a0d9b87f7e4850bdb31_223)] [added: INFORMATION](#ifcbf2c0a82124d048c19732b1e4d311b_229)] | | | [removed: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_223)] [added: [96](#ifcbf2c0a82124d048c19732b1e4d311b_229)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_226)] [added: INSPECTIONS](#ifcbf2c0a82124d048c19732b1e4d311b_232)] | | | [removed: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_226)] [added: [96](#ifcbf2c0a82124d048c19732b1e4d311b_232)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#i62a9dbf9f6344a0d9b87f7e4850bdb31_232)] [added: GOVERNANCE](#ifcbf2c0a82124d048c19732b1e4d311b_238)] | | | [removed: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_232)] [added: [96](#ifcbf2c0a82124d048c19732b1e4d311b_238)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#i62a9dbf9f6344a0d9b87f7e4850bdb31_235)] [added: COMPENSATION](#ifcbf2c0a82124d048c19732b1e4d311b_241)] | | | [removed: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_235)] [added: [96](#ifcbf2c0a82124d048c19732b1e4d311b_241)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#i62a9dbf9f6344a0d9b87f7e4850bdb31_238)] [added: MATTERS](#ifcbf2c0a82124d048c19732b1e4d311b_244)] | | | [removed: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_238)] [added: [96](#ifcbf2c0a82124d048c19732b1e4d311b_244)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#i62a9dbf9f6344a0d9b87f7e4850bdb31_241)] [added: INDEPENDENCE](#ifcbf2c0a82124d048c19732b1e4d311b_247)] | | | [removed: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_241)] [added: [96](#ifcbf2c0a82124d048c19732b1e4d311b_247)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_244)] [added: SERVICES](#ifcbf2c0a82124d048c19732b1e4d311b_250)] | | | [removed: [98](#i62a9dbf9f6344a0d9b87f7e4850bdb31_244)] [added: [96](#ifcbf2c0a82124d048c19732b1e4d311b_250)] | | |

| ITEM 15. | | | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#i62a9dbf9f6344a0d9b87f7e4850bdb31_247)] [added: SCHEDULES](#ifcbf2c0a82124d048c19732b1e4d311b_253)] | | | [removed: [99](#i62a9dbf9f6344a0d9b87f7e4850bdb31_247)] [added: [97](#ifcbf2c0a82124d048c19732b1e4d311b_253)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#i62a9dbf9f6344a0d9b87f7e4850bdb31_271)] [added: SUMMARY](#ifcbf2c0a82124d048c19732b1e4d311b_274)] | | | [removed: [106](#i62a9dbf9f6344a0d9b87f7e4850bdb31_271)] [added: [105](#ifcbf2c0a82124d048c19732b1e4d311b_274)] | | |

| VIE | | | Variable interest entity [added: (as defined under GAAP)] | | |

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

| ITEM 1C. | | | [CYBERSECURITY](#ifcbf2c0a82124d048c19732b1e4d311b_1909) | | | [27](#ifcbf2c0a82124d048c19732b1e4d311b_1909) | | |

| SOFR | | | Secured Overnight Financing Rate | | |

Our Board of Directors (the “Board”) is responsible for overseeing our risk management program and cybersecurity is a critical element of this program.

The Information Security and Privacy team leads cybersecurity risk management for our business.

Effective Cyber Risk Management is foundational to our Information Security and Privacy program and is based on recognized frameworks established by the National Institute of Standards and Technology (NIST).

Our Information Security and Privacy Risk Management program includes processes and controls for the business to ensure that cybersecurity risks are identified and responded to promptly.

These range from formal processes that are triggered in certain circumstances, to detective controls and technology that we use to identify and manage risks.

Information Security and Privacy’s Risk Management process is consistent with our Enterprise Risk Management Policy, which describes how we manage risks generally.

The Information Security and Privacy team also engages with external consultants to ensure best practices in our Cyber Risk Management.

Cybersecurity Risk Management and Strategy

Our cybersecurity risk management and strategy focus on several areas:

- Risk Identification and Reporting: We have implemented a comprehensive, cross-functional approach to assessing, identifying, and managing material cybersecurity threats and incidents.

The program includes controls and procedures to properly identify, classify, and escalate certain cybersecurity incidents to provide management visibility and obtain an assessment from management as to the public disclosure and reporting of material incidents in a timely manner.

The Information Security and Privacy team’s responsibilities include:

◦Conducting privacy impact assessments;

◦Rating cyber risk severity, coordinating remediation, and monitoring cyber risks within our enterprise risk register;

◦Cyber threat intelligence functions, including monitoring cybercrime and geopolitical developments;

◦Supporting mergers and acquisitions activities, including integration of newly acquired businesses;

◦Performing security architecture reviews, both of existing enterprise systems and those of newly acquired organizations;

◦Monitoring and ensuring Payment Card Industry Data Security Standard (PCI-DSS) compliance where required across the enterprise; and

◦Conduct and supervision of penetration testing.

- Technical Safeguards: We have implemented technical safeguards that are designed to protect our information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which are evaluated and improved through vulnerability assessments and cybersecurity threat intelligence, as well as outside audits and certifications.

The Information Security and Privacy team also manages and carries out logging, and vulnerability and application scanning, to support the identification of cyber risks.

- Incident Response and Recovery Planning: We maintain comprehensive incident response, business continuity, and disaster recovery plans designed to guide our response to cybersecurity incidents.

We also conduct regular tabletop exercises to test these plans and ensure personnel are familiar with their roles in a response scenario.

- Third-Party Risk Management (TPRM): We maintain a comprehensive, risk-based approach to identifying and overseeing material cybersecurity threats presented by third parties, including vendors, service providers, and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a material cybersecurity incident affecting those third-party systems, including any outside auditors or consultants who advise on our cybersecurity systems.

- Education and Awareness: We provide regular, mandatory training for all levels of employees regarding cybersecurity threats to equip our employees with effective tools to address cybersecurity threats, and to communicate our evolving information security policies, standards, processes, and practices.

Governance

The Board, in coordination with our Global Data Governance Board (GDGB) and the Audit Committee, oversees our risk management program, including the management of cybersecurity threats.

The GDGB receives regular presentations and reports on developments in the cybersecurity space, including risk management practices, recent developments, evolving standards, vulnerability assessments, third-party and independent reviews, the threat environment, technological trends, and information security.

The Chief Information Security and Privacy Officer (CISPO) is the risk manager overseeing the organization’s information security risk management function.

As the Risk Manager, the CISPO is responsible for the administration of the information security risk management program, policy, and procedures.

This includes ensuring that risks are properly identified, assessed, managed, and reported as prescribed by the organization.

The Risk Manager also has the responsibility of promoting an effective risk management culture through regular training across the organization.

The CISPO has direct communication with senior executives regarding cybersecurity risks and works collaboratively with our leadership to respond to and manage the response to cybersecurity incidents.

The CISPO has nearly 20 years of legal and data protection experience with a focus on Information Security, Privacy, and Abuse Prevention.

Material Effects of Cybersecurity Incidents

Risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have not materially affected us, including its business strategy, results of operations, or financial condition.

Further information regarding cybersecurity risks can be found in Item 1A.

Risk Factors - Risks Relating to Information Technology, Cybersecurity and Intellectual Property.

As of December 31, [removed: 2022,] [added: 2023,] we own, operate or lease [removed: 172] [added: 197] entertainment venues throughout North America and [removed: 99] [added: 105] entertainment venues internationally.

We also lease office space and other facilities in [removed: 44] [added: 45] countries that support our Concerts, Ticketing and Sponsorship & Advertising segment operations.

There were [removed: 2,908] [added: 2,681] stockholders of record as of February [removed: 16, 2023.][added: 15, 2024.]

Information regarding repurchases of our common stock during the quarter ended December 31, 2023 can be found in Part IV —Item 15.—Exhibit and Financial Statement Schedules—(a)3 Exhibits —Exhibit 95.

The following table provides information regarding repurchases of our common stock during the quarter ended December 31, 2022.

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

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

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

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

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

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

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

_________

| | | | | | |

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

| (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 recycle to available shares under the plan. | | |

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

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

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

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in Internal [removed: Control-Integrated] [added: Control—Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 23, 2023,] [added: 22, 2024,] expressed an unqualified opinion thereon.

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

| | | | [added: | | | 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash equivalents | | | $ | [removed: 5,606,457] [added: 6,231,866] | | | | | $ | [removed: 4,884,729] [added: 5,606,457] | |

| Accounts receivable, less allowance of [removed: $63,294] [added: $82,350] and [removed: $50,491,] [added: $63,294,] respectively | | | [removed: 1,465,383] [added: 2,069,054] | | | | | | [removed: 1,066,573] [added: 1,465,383] | | |

| Prepaid expenses | | | [removed: 949,826] [added: 1,147,581] | | | | | | [removed: 654,894] [added: 949,826] | | |

| Restricted cash | | | [removed: 5,917] [added: 7,090] | | | | | | [removed: 3,063] [added: 5,917] | | |

| Other current assets | | | [removed: 131,939] [added: 122,163] | | | | | | [removed: 74,834] [added: 131,939] | | |

| Total current assets | | | [removed: 8,159,522] [added: 9,577,754] | | | | | | [removed: 6,684,093] [added: 8,159,522] | | |

| Property, plant and equipment, net | | | [removed: 1,487,663] [added: 2,101,463] | | | | | | [removed: 1,091,929] [added: 1,487,663] | | |

| Operating lease assets | | | [removed: 1,571,395] [added: 1,606,389] | | | | | | [removed: 1,538,911] [added: 1,571,395] | | |

| Definite-lived intangible assets, net | | | [removed: 1,050,622] [added: 1,161,621] | | | | | | [removed: 1,026,338] [added: 1,050,622] | | |

| Indefinite-lived intangible assets, net | | | [removed: 368,712] [added: 377,349] | | | | | | [removed: 369,028] [added: 368,712] | | |

| Goodwill | | | [removed: 2,529,380] [added: 2,691,466] | | | | | | [removed: 2,590,869] [added: 2,529,380] | | |

| Long-term advances | | | [removed: 568,558] [added: 623,154] | | | | | | [removed: 552,697] [added: 568,558] | | |

| Other long-term assets | | | [removed: 724,989] [added: 934,849] | | | | | | [removed: 548,453] [added: 724,989] | | |

| Total assets | | | $ | [removed: 16,460,841] [added: 19,074,045] | | | | | $ | [removed: 14,402,318] [added: 16,460,841] | |

| Accounts payable, client accounts | | | $ | [removed: 1,791,025] [added: 1,866,864] | | | | | $ | [removed: 1,532,345] [added: 1,791,025] | |

| Accounts payable | | | [removed: 180,076] [added: 267,493] | | | | | | [removed: 110,623] [added: 180,076] | | |

| Accrued expenses | | | [removed: 2,368,434] [added: 3,006,281] | | | | | | [removed: 1,645,906] [added: 2,368,434] | | |

| Deferred revenue | | | [removed: 3,134,800] [added: 3,398,028] | | | | | | [removed: 2,774,792] [added: 3,134,800] | | |

| Current portion of long-term debt, net | | | [removed: 620,032] [added: 1,134,386] | | | | | | [removed: 585,254] [added: 620,032] | | |

| Current portion of operating lease liabilities | | | [removed: 140,232] [added: 158,421] | | | | | | [removed: 123,715] [added: 140,232] | | |

| Other current liabilities | | | [removed: 68,716] [added: 128,430] | | | | | | [removed: 83,087] [added: 68,716] | | |

| Total current liabilities | | | [removed: 8,303,315] [added: 9,959,903] | | | | | | [removed: 6,855,722] [added: 8,303,315] | | |

| Long-term debt, net | | | [removed: 5,283,467] [added: 5,459,026] | | | | | | [removed: 5,145,484] [added: 5,283,467] | | |

| Long-term operating lease liabilities | | | [removed: 1,654,525] [added: 1,686,091] | | | | | | [removed: 1,606,064] [added: 1,654,525] | | |

| Other long-term liabilities | | | [removed: 455,971] [added: 488,159] | | | | | | [removed: 431,581] [added: 455,971] | | |

| Redeemable noncontrolling interests | | | [removed: 669,766] [added: 893,709] | | | | | | [removed: 551,921] [added: 669,766] | | |

| Common stock, $0.01 par value; 450,000,000 shares authorized; [removed: 231,671,647] [added: 233,711,176] and [removed: 225,082,603] [added: 231,671,647] shares issued and [removed: 231,263,623] [added: 233,303,152] and [removed: 224,674,579] [added: 231,263,623] shares outstanding in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively | | | [removed: 2,285] [added: 2,298] | | | | | | [removed: 2,220] [added: 2,285] | | |

| Additional paid-in capital | | | [removed: 2,698,316] [added: 2,367,918] | | | | | | [removed: 2,897,695] [added: 2,698,316] | | |

| Accumulated deficit | | | [removed: (2,971,229)] [added: (2,407,949)] | | | | | | [removed: (3,327,737)] [added: (2,971,229)] | | |

| Accumulated other comprehensive [removed: loss] [added: income (loss)] | | | [removed: (90,076)] [added: 27,450] | | | | | | [removed: (147,964)] [added: (90,076)] | | |

| Total Live Nation stockholders' equity | | | [removed: (367,569)] [added: (17,148)] | | | | | | [removed: (582,651)] [added: (367,569)] | | |

| Noncontrolling interests | | | [removed: 461,366] [added: 604,305] | | | | | | [removed: 394,197] [added: 461,366] | | |

| Total equity | | | [removed: 93,797] [added: 587,157] | | | | | | [removed: (188,454)] [added: 93,797] | | |

| Total liabilities and equity | | | $ | [removed: 16,460,841] [added: 19,074,045] | | | | | $ | [removed: 14,402,318] [added: 16,460,841] | |

| | | | *Goodwill impairment assessment* | | |

| *Description of the Matter* | | | As discussed in Note 1 to the consolidated financial statements, management conducts a goodwill impairment assessment annually, and when events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value. For one reporting unit with goodwill of $325 million, the Company performed a quantitative assessment as part of their annual impairment assessment as of October 1, 2023. No goodwill impairment charges were recorded for the year ended December 31, 2023. Auditing the Company’s annual goodwill impairment test was complex due to the significant judgment in estimating the fair value of the reporting unit when a quantitative assessment of fair value is performed. In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average cost of capital and projected margins, which are affected by expectations about future market or economic conditions. | | |

February 22, 2024

| | | | 2023 | | | | | | 2022 | | |

| Loss on extinguishment of debt | | | | | | 18,504 | | | | | | — | | | | | | — | | |

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

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

| Exercise of stock options | | | | | | 890,566 | | | | | | 9 | | | | | | 19,255 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 19,264 | | | | | | — | | |

| Capped call transactions for 3.125% convertible senior notes due 2029 | | | | | | — | | | | | | — | | | | | | (75,500) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (75,500) | | | | | | — | | |

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 129,700 | | | | | | 129,700 | | | | | | 47,375 | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (100,940) | | | | | | — | | | | | | — | | | | | | — | | | | | | (35,549) | | | | | | (136,489) | | | | | | (11,402) | | |

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

| Cash distributions | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | (163,301) | | | | | | (163,301) | | | | | | (76,318) | | |

| Other | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 71,800 | | | | | | 71,800 | | | | | | (30,483) | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 563,280 | | | | | | — | | | | | | — | | | | | | 122,772 | | | | | | 686,052 | | | | | | 48,265 | | |

| Balances at December 31, 2023 | | | | | | 229,785,241 | | | | | | $ | 2,298 | | | | | $ | 2,367,918 | | | | | $ | (2,407,949) | | | | | $ | (6,865) | | | | | $ | 27,450 | | | | | $ | 604,305 | | | | | $ | 587,157 | | | | | $ | 893,709 | |

| Amortization of definite-lived intangibles and indefinite-lived intangibles impairment loss | | | 250,207 | | | | | | 224,206 | | | | | | 193,437 | | |

| Loss on extinguishment of debt | | | 18,504 | | | | | | — | | | | | | — | | |

| Gain on mark-to-market of equity investments | | | (47,878) | | | | | | (22,638) | | | | | | (15,447) | | |

| Other, net | | | (11,509) | | | | | | 3,355 | | | | | | 114 | | |

| Payments for capped call transactions | | | (75,500) | | | | | | — | | | | | | — | | |

In addition, when we have acquisitions where substantially all of the fair value of assets acquired is concentrated in a single asset or group of similar assets, we account for the acquisitions as asset acquisitions.

For the year ended December 31, 2023, as part of our annual test for impairment, one of our reporting units, which accounted for approximately 12% of our goodwill at December 31, 2023, was assessed under the quantitative analysis primarily using a discounted cash flows methodology, with a lesser weighting attributed to the market multiple approach.

The discounted cash flows methodology estimates fair value by discounting the reporting unit’s estimated future cash flows using a weighted-average cost of capital that reflects current market conditions and the risk profile of the reporting unit.

Under the market multiple approach, the estimated fair value of the reporting unit was estimated by applying market multiples derived from stock prices of companies that are engaged in the same or similar lines of business as the reporting unit and that are actively traded on a free and open market.

The derived multiples are then applied to the reporting unit’s financial metrics.

The remaining reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

selling, general and administrative expenses.

In October 2021, the FASB issued accounting standards update 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers.

We adopted this guidance on January 1, 2023.

The adoption did not and is not expected to have a material impact on our consolidated financial statements.

During 2023, we completed various acquisitions for total cash paid, net of cash acquired, of $17.5 million.

All acquisitions were not material on an individual basis or in aggregate for the year ended December 31, 2023.

| | | | 2023 | | | | | | 2022 | | |

| Property, plant and equipment, gross | | | 3,895,654 | | | | | | 3,339,618 | | |

| Property, plant and equipment, net | | | $ | 2,101,463 | | | | | $ | 1,487,663 | |

| Acquisitions—current year | | | 46,767 | | | | | | 136,117 | | | | | | 77,329 | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | 21,789 | | | | | | 282,002 | | |

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

| Foreign exchange | | | 17,070 | | | | | | 57,797 | | | | | | 3,960 | | | | | | 8,151 | | | | | | | | | | | | | | | | | | | | | | | | (104) | | | | | | 86,874 | | |

| Other (2) | | | (36,930) | | | | | | (91,612) | | | | | | (2,512) | | | | | | (13,254) | | | | | | | | | | | | | | | | | | | | | | | | (37,201) | | | | | | (181,509) | | |

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

| *Description of the Matter* | | | As disclosed in Note 2 to the consolidated financial statements, the Company completed its acquisition of an aggregate 51% interest in OCESA for $431.9 million on December 6, 2021. This transaction was accounted for as a business combination. The preliminary estimates of the fair value of intangible assets were finalized during the measurement period in 2022. The Company allocated the purchase price to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $474 million and resulting goodwill of $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 intangible assets’ valuation models used in the purchase price allocation. The significant assumptions included forecasted earnings and discount rate. These assumptions are forward-looking and could be affected by future economic and market conditions. | | |

February 23, 2023

| Balances at December 31, 2019 | | | | | | 211,262,062 | | | | | | $ | 2,113 | | | | | $ | 2,245,619 | | | | | $ | (949,334) | | | | | $ | (6,865) | | | | | $ | (145,713) | | | | | $ | 318,134 | | | | | $ | 1,463,954 | | | | | $ | 449,498 | |

| Exercise of stock options | | | | | | 1,822,670 | | | | | | 18 | | | | | | 20,952 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20,970 | | | | | | — | | |

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

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

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

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

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

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

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

| Net loss | | | | | | — | | | | | | — | | | | | | — | | | | | | (1,724,535) | | | | | | — | | | | | | — | | | | | | (46,774) | | | | | | (1,771,309) | | | | | | (56,481) | | |

| Divestitures | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Amortization | | | 224,206 | | | | | | 193,437 | | | | | | 239,312 | | |

| Other, net | | | (19,283) | | | | | | (15,333) | | | | | | (18,472) | | |

During 2020, we acquired the remaining redeemable noncontrolling interests of certain subsidiaries and settled certain contingent consideration obligations in exchange for debt obligations totaling $11.8 million which are reflected in current portion of long-term debt, net on our consolidated balance sheets.

These non-cash transactions have not been reflected as cash flows from financing activities within our consolidated statements of cash flows.

There were no similar material transactions in 2021 and 2022.

For the year ended December 31, 2020, we recorded impairment charges of $23.6 million primarily related to intangible assets for revenue-generating contracts, venue management and leaseholds and client/vendor relationships in the Concerts segment primarily as a result of the expected impacts from the global COVID-19 pandemic where the useful life of the definite-lived intangible asset was expiring within the near term.

See Note 7 – Fair Value Measurements for further discussion of the inputs used to determine the fair values.

For the year ended December 31, 2020, we recorded net foreign currency transaction gains of $9.0 million.

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

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

| Gross carrying amount | | | $ | 496,074 | | | | | $ | 578,664 | | | | | $ | 147,956 | | | | | $ | 150,344 | | | | | $ | 72,283 | | | | | | | | | | | | | | | | | $ | 17,413 | | | | | $ | 1,462,734 | |

| Accumulated amortization | | | (146,397) | | | | | | (277,710) | | | | | | (51,924) | | | | | | (73,604) | | | | | | (45,799) | | | | | | | | | | | | | | | | | | (11,700) | | | | | | (607,134) | | |

| Net | | | 349,677 | | | | | | 300,954 | | | | | | 96,032 | | | | | | 76,740 | | | | | | 26,484 | | | | | | | | | | | | | | | | | | 5,713 | | | | | | 855,600 | | |

| Acquisitions—current year | | | 117,817 | | | | | | 93,102 | | | | | | 107,000 | | | | | | 41,033 | | | | | | 10,419 | | | | | | | | | | | | | | | | | | 2,650 | | | | | | 372,021 | | |

| Dispositions | | | — | | | | | | (1,932) | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | (1,932) | | |

| Foreign exchange | | | (5,922) | | | | | | (13,430) | | | | | | (2,146) | | | | | | (1,689) | | | | | | 160 | | | | | | | | | | | | | | | | | | 4 | | | | | | (23,023) | | |

| Other (2) | | | (36,597) | | | | | | (63,146) | | | | | | (19,954) | | | | | | (8,823) | | | | | | (45,527) | | | | | | | | | | | | | | | | | | (9,653) | | | | | | (183,700) | | |

| Net change | | | 80,856 | | | | | | 14,594 | | | | | | 84,900 | | | | | | 30,521 | | | | | | (34,948) | | | | | | | | | | | | | | | | | | (6,999) | | | | | | 168,924 | | |

| Amortization | | | (72,066) | | | | | | (67,918) | | | | | | (15,599) | | | | | | (14,944) | | | | | | (18,758) | | | | | | | | | | | | | | | | | | (4,152) | | | | | | (193,437) | | |

| Dispositions | | | — | | | | | | 751 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | 751 | | |

| Foreign exchange | | | 3,141 | | | | | | 5,779 | | | | | | 622 | | | | | | 554 | | | | | | (190) | | | | | | | | | | | | | | | | | | (1) | | | | | | 9,905 | | |

| Other (2) | | | 36,597 | | | | | | 63,189 | | | | | | 19,972 | | | | | | 8,645 | | | | | | 46,372 | | | | | | | | | | | | | | | | | | 9,820 | | | | | | 184,595 | | |

| Net change | | | (32,328) | | | | | | 1,801 | | | | | | 4,995 | | | | | | (5,745) | | | | | | 27,424 | | | | | | | | | | | | | | | | | | 5,667 | | | | | | 1,814 | | |

Information regarding the estimated fair value of the acquired OCESA intangible assets can be found in Note 2 – Acquisitions.

| Trademarks and naming rights | | | 0 | | | | | | 10 | | |

| Other | | | 0 | | | | | | 2 | | |

Based on their evaluation as of December 31, [removed: 2022,] [added: 2023,] 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: 2022.][added: 2023.]

There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, [removed: 2022] [added: 2023] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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: 2022] [added: 2023] consolidated financial statements of the Company and our report dated February [removed: 23, 2023] [added: 22, 2024] expressed an unqualified opinion thereon.

February 22, 2024

February 23, 2023

No director or officer adopted or terminated any Rule 10b5-1 plan, or any other written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” during the fourth quarter of the fiscal year ended December 31, 2023.

None.

| [Report of Independent Registered Public Accounting [removed: Firm](#i62a9dbf9f6344a0d9b87f7e4850bdb31_136)] [added: Firm](#ifcbf2c0a82124d048c19732b1e4d311b_136)] (PCAOB ID: 42) | | | [removed: [48](#i62a9dbf9f6344a0d9b87f7e4850bdb31_136)] [added: [47](#ifcbf2c0a82124d048c19732b1e4d311b_136)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2022] [added: 2023] and [removed: 2021](#i62a9dbf9f6344a0d9b87f7e4850bdb31_139)] [added: 2022](#ifcbf2c0a82124d048c19732b1e4d311b_139)] | | | [removed: [50](#i62a9dbf9f6344a0d9b87f7e4850bdb31_139)] [added: [49](#ifcbf2c0a82124d048c19732b1e4d311b_139)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2022, 2021 and 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_145)] [added: 202](#ifcbf2c0a82124d048c19732b1e4d311b_145)[3](#ifcbf2c0a82124d048c19732b1e4d311b_145)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_145)[2](#ifcbf2c0a82124d048c19732b1e4d311b_145) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_145)[1](#ifcbf2c0a82124d048c19732b1e4d311b_145)] | | | [removed: [51](#i62a9dbf9f6344a0d9b87f7e4850bdb31_145)] [added: [50](#ifcbf2c0a82124d048c19732b1e4d311b_145)] | | |

| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2022, 2021 and 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_148)] [added: 202](#ifcbf2c0a82124d048c19732b1e4d311b_148)[3](#ifcbf2c0a82124d048c19732b1e4d311b_148)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_148)[2](#ifcbf2c0a82124d048c19732b1e4d311b_148) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_148)1] | | | [removed: [52](#i62a9dbf9f6344a0d9b87f7e4850bdb31_148)] [added: [51](#ifcbf2c0a82124d048c19732b1e4d311b_148)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2022, 2021 and 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_151)] [added: 202](#ifcbf2c0a82124d048c19732b1e4d311b_151)[3](#ifcbf2c0a82124d048c19732b1e4d311b_151)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_151)[2](#ifcbf2c0a82124d048c19732b1e4d311b_151) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_151)1] | | | [removed: [53](#i62a9dbf9f6344a0d9b87f7e4850bdb31_151)] [added: [52](#ifcbf2c0a82124d048c19732b1e4d311b_151)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2022, 2021 and 2020](#i62a9dbf9f6344a0d9b87f7e4850bdb31_154)] [added: 202](#ifcbf2c0a82124d048c19732b1e4d311b_154)[3](#ifcbf2c0a82124d048c19732b1e4d311b_154)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_154)[2](#ifcbf2c0a82124d048c19732b1e4d311b_154) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_154)1] | | | [removed: [54](#i62a9dbf9f6344a0d9b87f7e4850bdb31_154)] [added: [53](#ifcbf2c0a82124d048c19732b1e4d311b_154)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i62a9dbf9f6344a0d9b87f7e4850bdb31_157)] [added: Statements](#ifcbf2c0a82124d048c19732b1e4d311b_157)] | | | [removed: [55](#i62a9dbf9f6344a0d9b87f7e4850bdb31_157)] [added: [54](#ifcbf2c0a82124d048c19732b1e4d311b_157)] | | |

The following financial statement schedule for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

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

(1) During [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

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

| 10.14 § | | | [Performance Share Award Agreement, entered into July 1, 2022, by and between Live Nation Entertainment, Inc. and Michael Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex102performanceshareaward.htm) | | | 8-K | | | 001-32601 | | | [removed: 10.1] [added: 10.2] | | | 7/6/2022 | | | | | | | | |

| 10.17 § | | | [Employment Agreement, effective](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm) [removed: [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)[,] [added: [as of](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm) [January 1, 2022,] between Live Nation Worldwide, Inc. and Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000068/lyv-20220331xqex101.htm) | | | 10-Q | | | 001-32601 | | | [removed: 10.4] [added: 10.1] | | | 5/5/2022 | | | | | | | | |

| 10.18 § | | | [Employment Agreement, effective as of January 1, [removed: 2015,] [added: 2024,] between Live Nation Entertainment, Inc. and John [removed: Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000105/lyv-20210630xqex101.htm)] [added: Hopmans.](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000093/ex101hopmansemploymentagre.htm)] | | | [removed: 10-Q] [added: 8-K] | | | 001-32601 | | | 10.1 | | | [removed: 8/3/2021] [added: 10/13/2023] | | | | | | | | |

| [removed: 10.21] [added: 10.19] | | | [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: 10.22] [added: 10.20] | | | [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: 10.23] [added: 10.21] | | | [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: 10.24] [added: 10.22] | | | [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: 10.25] [added: 10.23] | | | [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: 10.26] [added: 10.24] | | | [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: 10.27] [added: 10.25] | | | [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: 10.28] [added: 10.26] | | | [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: 10.29] [added: 10.27] | | | [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: 10.30] [added: 10.28] | | | [Amendment No. 9 to the Credit Agreement, dated as of January 26, 2022, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P. Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000019/lyv-20211231xex1031.htm) | | | 10-K | | | 001-32601 | | | 10.31 | | | 2/23/2022 | | | | | | | | |

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

| [removed: 10.48] [added: 10.49] | | | [First Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex1045.htm) | | | 10-K | | | 001-32601 | | | 10.45 | | | 2/27/2020 | | | | | | | | |

| [removed: 10.49] [added: 10.50] | | | [Second Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex104.htm) | | | 10-Q | | | 001-32601 | | | 10.4 | | | 8/5/2020 | | | | | | | | |

| [removed: 10.50] [added: 10.52] | | | [Indenture, dated as of March 20, 2018, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 5/3/2018 | | | | | | | | |

| [removed: 10.51] [added: 10.53] | | | [Indenture dated as of October 17, 2019 by and among Live Nation Entertainment, Inc., the Guarantors and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex1047.htm) | | | 10-K | | | 001-32601 | | | 10.47 | | | 2/27/2020 | | | | | | | | |

| [removed: 10.52] [added: 10.54] | | | [First Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex105.htm) | | | 10-Q | | | 001-32601 | | | 10.5 | | | 8/5/2020 | | | | | | | | |

| [removed: 10.53] [added: 10.56] | | | [Indenture dated as of February 3, 2020 between Live Nation Entertainment, Inc. and HSBC Bank USA, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000081/lyv-20200331xex101.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 5/7/2020 | | | | | | | | |

| [removed: 10.54] [added: 10.57] | | | [Indenture, dated as of May 20, 2020 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and U.S. Bank National Association, as trustee and notes collateral agent.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex102.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 8/5/2020 | | | | | | | | |

| [removed: 10.55] [added: 10.59] | | | [Indenture, dated as of January 4, 2021 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and U.S. Bank National Association, as trustee and notes collateral agent.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000058/a375seniorsecurednotesinde.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 5/6/2021 | | | | | | | | |

| 21.1 | | | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1335258/000133525823000014/lyv-20221231xex211.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex211subsidia.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1335258/000133525823000014/lyv-20221231xex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex231consent.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | [Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525823000014/lyv-20221231xex311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex311.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | [Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525823000014/lyv-20221231xex312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex312.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | [Section 1350 Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525823000014/lyv-20221231xex321.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex321.htm)] | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | [Section 1350 Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525823000014/lyv-20221231xex322.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex322.htm)] | | | | | | | | | | | | | | | | | | X | | |

| Year ended December 31, 2023 | | | | | | $ | 63,294 | | | | | $ | 32,645 | | | | | $ | (10,771) | | | | | $ | (2,818) | | | | | $ | 82,350 | |

| Year ended December 31, 2023 | | | | | | $ | 1,240,881 | | | | | $ | (93,450) | | | | | $ | — | | | | | $ | 46,943 | | | | | $ | 1,194,374 | |

| 10.29 | | | [Amendment No.](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000055/ex104amendment10tocreditag.htm) [](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000055/ex104amendment10tocreditag.htm)[10 to the Credit Agreement, dated as of February 8, 2023](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000055/ex104amendment10tocreditag.htm)[,](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000055/ex104amendment10tocreditag.htm) [among Live Nation Entertainment, Inc., the Guarantors identified therein, and 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/1335258/000133525823000055/ex104amendment10tocreditag.htm) | | | 10-Q | | | 001-32601 | | | 10.4 | | | 5/4/2023 | | | | | | | | |

| 10.30 | | | [Amendment No. 11 to the Credit Agreement, dated as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P. Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex1030xamendm.htm) | | | | | | | | | | | | | | | | | | X | | |

| 10.47 | | | [Fifth Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex1047x4875se.htm) | | | | | | | | | | | | | | | | | | X | | |

| 10.51 | | | [Third Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex1051x5625se.htm) | | | | | | | | | | | | | | | | | | X | | |

| 10.55 | | | [Second Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex1055x475sen.htm) | | | | | | | | | | | | | | | | | | X | | |

| 10.58 | | | [First Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex1058x65seni.htm) | | | | | | | | | | | | | | | | | | X | | |

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

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

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

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

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

| 10.60 | | | [First Supplemental Indenture, entered into as of November 16, 2023, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S. Bank Trust Company, National Association, as trustee and notes collateral agent.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex1060x375sen.htm) | | | | | | | | | | | | | | | | | | X | | |

| 10.61 | | | [Indenture, dated as of January 12, 2023 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and HSBC Bank USA National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000055/ex101indenture3125converti.htm) | | | 10-Q | | | 001-32601 | | | 10.1 | | | 5/4/2023 | | | | | | | | |

| 10.62 | | | [Form of Base Capped Call Confirmation.](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000055/ex102formofbasecappedcallc.htm) | | | 10-Q | | | 001-32601 | | | 10.2 | | | 5/4/2023 | | | | | | | | |

| 10.63 | | | [Form of Additional Capped Call Confirmation.](http://www.sec.gov/Archives/edgar/data/1335258/000133525823000055/ex103formofadditionalcappe.htm) | | | 10-Q | | | 001-32601 | | | 10.3 | | | 5/4/2023 | | | | | | | | |

| 95 | | | [Repurchases of Equity Securities.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex95repurchas.htm) | | | | | | | | | | | | | | | | | | X | | |

| 96 | | | [Insider Trading Policy.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex96insidertr.htm) | | | | | | | | | | | | | | | | | | X | | |

| 97 | | | [Policy for Recovery of Erroneously Awarded Compensation.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000017/lyv-20231231xex97policyfor.htm) | | | | | | | | | | | | | | | | | | X | | |

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

_________________

(1) Foreign currency adjustments, acquisitions and miscellaneous adjustments.

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

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

The 2020 valuation allowance increased due to increases in fully valued deferred tax assets, primarily net operating loss carryforwards.

| 10.19 § | | | [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 | | | | | | | | |

| 10.20 § | | | [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 [removed: 23, 2023.][added: 22, 2024.]

| /s/ Michael Rapino Michael Rapino | | | | | | President, Chief Executive Officer and Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Joe Berchtold Joe Berchtold | | | | | | Chief Financial Officer | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Brian Capo Brian Capo | | | | | | Chief Accounting Officer | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Maverick Carter Maverick Carter | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Ping Fu Ping Fu | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Jeffrey T. Hinson Jeffrey T. Hinson | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Chad Hollingsworth Chad Hollingsworth | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Jimmy Iovine Jimmy Iovine | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ James S. Kahan James S. Kahan | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Gregory B. Maffei Gregory B. Maffei | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Randall T. Mays Randall T. Mays | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Latriece Watkins Latriece Watkins | | | | | | Director | | | | | | February [removed: 23, 2023] [added: 22, 2024] | | |

| /s/ Richard A. Paul Richard A. Paul | | | | | | Director | | | | | | February 22, 2024 | | |

| /s/ Dana Walden Dana Walden | | | | | | Director | | | | | | February 23, 2023 | | |