Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)1. Financial Statements.

The following consolidated financial statements are included in Item 8:

Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)47
Consolidated Balance Sheets as of December 31, 2023 and 202249
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 202150
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 202151
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2023, 2022 and 202152
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 202153
Notes to Consolidated Financial Statements54

(a)2. Financial Statement Schedule.

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

Schedule II Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.

LIVE NATION ENTERTAINMENT, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

DescriptionBalance at Beginning of PeriodCharges of Costs, Expenses and OtherWrite-off of Accounts ReceivableOtherBalance at End of Period
(in thousands)
Year ended December 31, 2021$72,904$(17,658)$(3,846)$(909)$50,491
Year ended December 31, 2022$50,491$29,281$(10,364)$(6,114)$63,294
Year ended December 31, 2023$63,294$32,645$(10,771)$(2,818)$82,350

LIVE NATION ENTERTAINMENT, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Deferred Tax Asset Valuation Allowance

DescriptionBalance at Beginning of PeriodCharges of Costs, Expenses and OtherDeletionsOther (1)Balance at End of Period
(in thousands)
Year ended December 31, 2021$1,100,407$135,908$—$(16,819)$1,219,496
Year ended December 31, 2022$1,219,496$38,811$—$(17,426)$1,240,881
Year ended December 31, 2023$1,240,881$(93,450)$—$46,943$1,194,374

(1) During 2023, 2022 and 2021, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments. The 2021 valuation allowance increased primarily due to increases in certain fully valued United States federal deferred tax assets.

(a)3. Those exhibits required by Item 601 of Regulation S-K

Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled Herewith
3.1Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended.10-K001-326013.12/25/2010
3.2Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc.8-K001-326013.16/7/2013
3.3Sixth Amended and Restated Bylaws of Live Nation Entertainment, Inc.8-K001-326013.16/17/2022
4.1Form of Certificate of Designations of Series A Junior Participating Preferred Stock.8-K001-326014.212/23/2005
4.2Description of Securities.10-K001-326014.23/01/2021
10.1Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc.8-K001-3260110.22/13/2009
10.2Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC.8-K001-3260110.11/29/2010
10.3Form of Indemnification Agreement.10-K001-3260110.232/25/2010
10.4 §Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.8-K001-3260110.26/11/2015
10.5 §Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.S-8333-16450710.11/26/2010
10.6 §Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.10-Q001-3260110.111/4/2010
10.7 §Form Stock Option Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.10-Q001-3260110.25/6/2021
10.8 §Form Restricted Stock Award Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.10-Q001-3260110.35/6/2021
10.9 §Form Stock Option Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.10-Q001-3260110.45/6/2021
10.10 §Form Restricted Stock Award Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.10-Q001-3260110.55/6/2021
10.11 §Form of Performance Share Award Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.8-K001-3260110.312/23/2022
10.12 §Amended and Restated Live Nation, Inc. Stock Bonus Plan.8-K001-3260110.11/25/2010
10.13 §Employment Agreement, entered into July 1, 2022, by and between Live Nation Entertainment, Inc. and Michael Rapino.8-K001-3260110.17/6/2022
10.14 §Performance Share Award Agreement, entered into July 1, 2022, by and between Live Nation Entertainment, Inc. and Michael Rapino.8-K001-3260110.27/6/2022
10.15 §Employment Agreement, effective as of January 1, 2023, by and between Live Nation Entertainment, Inc. and Joe Berchtold.8-K001-3260110.112/23/2022
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled Herewith
10.16 §Employment Agreement, effective as of January 1, 2023, by and between Live Nation Entertainment, Inc. and Michael Rowles.8-K001-3260110.212/23/2022
10.17 §Employment Agreement, effective as of January 1, 2022, between Live Nation Worldwide, Inc. and Brian Capo.10-Q001-3260110.15/5/2022
10.18 §Employment Agreement, effective as of January 1, 2024, between Live Nation Entertainment, Inc. and John Hopmans.8-K001-3260110.110/13/2023
10.19Credit 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.10-Q001-3260110.48/5/2010
10.20Amendment 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.10-Q001-3260110.28/7/2012
10.21Amendment 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.10-Q001-3260110.25/6/2014
10.22Amendment 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.10-K001-3260110.262/23/2017
10.23Amendment 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.10-Q001-3260110.28/9/2017
10.24Amendment 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.10-Q001-3260110.35/3/2018
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled Herewith
10.25Amendment 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.10-K001-3260110.282/27/2020
10.26Amendment 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.10-Q001-3260110.18/5/2020
10.27Amendment 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.10-Q001-3260110.111/5/2020
10.28Amendment 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.10-K001-3260110.312/23/2022
10.29Amendment No. 10 to the Credit Agreement, dated as of February 8, 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.10-Q001-3260110.45/4/2023
10.30Amendment 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.X
10.31Incremental Term Loan Joinder Agreement No. 1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorgan Chase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein.10-Q001-3260110.211/5/2012
10.32Indenture, dated as of May 23, 2014, among Live Nation Entertainment, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.17/31/2014
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled Herewith
10.33First Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.110/30/2014
10.34Second Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO, Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-K001-3260110.332/26/2015
10.35Third Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company N.A., as trustee.10-Q001-3260110.14/30/2015
10.36Fourth Supplemental Indenture, dated as of August 13, 2015, among Live Nation Entertainment, Inc., the guarantors listed in Appendix I thereto, FG Acquisition Co, LLC, Front Gate Holdings, LLC and Front Gate Ticketing Solutions, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.210/29/2015
10.37Fifth Supplemental Indenture, dated as of October 31, 2016, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-K001-3260110.422/23/2017
10.38Sixth Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.25/4/2017
10.39Seventh Supplemental Indenture, entered into as of March 20, 2018, among Live Nation Entertainment, Inc., the Guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.55/3/2018
10.40Eighth Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-K001-3260110.382/27/2020
10.41Indenture, dated as of May 23, 2014, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.10-Q001-3260110.27/31/2014
10.42Indenture, dated as of October 31, 2016, by and among Live Nation Entertainment, Inc. the Guarantors defined therein and The Bank of New York Mellon Trust Company, N.A., as trustee.10-K001-3260110.442/23/2017
10.43First Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.15/4/2017
10.44Second Supplemental Indenture, entered into as of March 20, 2018, among Live Nation Entertainment, Inc., the Guarantors identified therein, and the Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.45/3/2018
10.45Third 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.10-K001-3260110.432/27/2020
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled Herewith
10.46Fourth 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.10-Q001-3260110.38/5/2020
10.47Fifth 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.X
10.48Indenture, 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.10-Q001-3260110.15/3/2018
10.49First 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 trustee10-K001-3260110.452/27/2020
10.50Second 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.10-Q001-3260110.48/5/2020
10.51Third 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.X
10.52Indenture, dated as of March 20, 2018, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.10-Q001-3260110.25/3/2018
10.53Indenture dated as of October 17, 2019 by and among Live Nation Entertainment, Inc., the Guarantors and U.S. Bank National Association, as trustee.10-K001-3260110.472/27/2020
10.54First 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.10-Q001-3260110.58/5/2020
10.55Second 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.X
10.56Indenture dated as of February 3, 2020 between Live Nation Entertainment, Inc. and HSBC Bank USA, National Association, as trustee.10-Q001-3260110.15/7/2020
10.57Indenture, 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.10-Q001-3260110.28/5/2020
10.58First 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.X
10.59Indenture, 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.10-Q001-3260110.15/6/2021
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled Herewith
10.60First 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.X
10.61Indenture, 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.10-Q001-3260110.15/4/2023
10.62Form of Base Capped Call Confirmation.10-Q001-3260110.25/4/2023
10.63Form of Additional Capped Call Confirmation.10-Q001-3260110.35/4/2023
14.1Code of Business Conduct and Ethics.10-K001-3260114.13/01/2021
21.1Subsidiaries of the Company.X
23.1Consent of Ernst & Young LLP.X
24.1Power of Attorney (see signature page).X
31.1Certification of Chief Executive Officer.X
31.2Certification of Chief Financial Officer.X
32.1Section 1350 Certification of Chief Executive Officer.X
32.2Section 1350 Certification of Chief Financial Officer.X
95Repurchases of Equity Securities.X
96Insider Trading Policy.X
97Policy for Recovery of Erroneously Awarded Compensation.X
101.INSXBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the inline XBRL document.X
101.SCHXBRL Taxonomy Schema Document.X
101.CALXBRL Taxonomy Calculation Linkbase Document.X
101.DEFXBRL Taxonomy Definition Linkbase Document.X
101.LABXBRL Taxonomy Label Linkbase Document.X
101.PREXBRL Taxonomy Presentation Linkbase Document.X
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X

§ Management contract or compensatory plan or arrangement.

We have not filed long-term debt instruments of our subsidiaries where the total amount under such instruments is less than ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. However, we will furnish a copy of such instruments to the Commission upon request.

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