Live Nation Entertainment (LYV) 10-K risk factor changes: FY2024 vs FY2023

[added: 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.

There are certain state laws that now ban such speculative ticket listings, and the New York Attorney General has in the past brought lawsuits against resale companies for these [removed: practices.][added: practices; we do not, however, allow the use of such speculative ticketing practices on our websites.]

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

- desirable sites for live music venues may be unavailable or costly; [removed: and]

- the attractiveness of our [removed: venue locations] [added: current venues] may deteriorate over [removed: time.][added: time; and]

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

[added: 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.

[removed: Starting in mid-2025 a] [added: 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 [removed: stay.][added: stay, expected to come into force mid-2025.]

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

[removed: By the end of 2024, ETAs will be a worldwide requirement for] [added: All] visitors who do not need a visa for short stays to the U.K. [added: must apply for an ETA.]

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

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

For the year ended December 31, [removed: 2023,] [added: 2024,] our international operations accounted for approximately [removed: 37%] [added: 38%] of our revenue.

We experienced foreign exchange rate operating income of $29.6 million for the year ended December 31, 2023 and foreign exchange operating losses of [removed: $39.8] [added: $52.4] million and [removed: $9.2] [added: $39.8] million for the years ended December 31, [removed: 2022] [added: 2024] and [removed: 2021,] [added: December 31, 2022,] respectively, which impacted our operating income (loss).

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

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

At December 31, [removed: 2023,] [added: 2024,] we had property and equipment with a net book value of [removed: $2.1] [added: $2.4] billion.

A work stoppage [added: or picketing] at one or more of our owned or operated venues or at our promoted events could have a material adverse effect on our business, financial condition and results of operations.

We cannot predict the effect that a potential work stoppage [added: or picketing] would have on our business.

As of December 31, [removed: 2023,] [added: 2024,] our total indebtedness, excluding unamortized debt discounts and debt issuance costs of [removed: $49.7] [added: $53.3] million, was [removed: $6.6] [added: $6.5] billion.

Our available borrowing capacity under the revolving portion of our senior secured credit facility at that date was [removed: $898.4 million,] [added: $1.68 billion,] with outstanding letters of credit of [removed: $31.6] [added: $20.9] million.

- competition may impact our ability to earn attractive returns on our investments.

As of December 31, 2024, all wrongful death lawsuits have been resolved, and nearly all claims alleging personal injury have been settled.

We incurred losses in excess of our insurance recovery in connection with those settlements.

Given our substantial operations as a tour sponsor in the U.K. and E.U., we face risks and uncertainties relating to travel into and out of these jurisdictions for touring artists and supporting personnel.

The U.S. Department of Justice and the attorneys general of certain states have sued us alleging violations of various federal and state laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action.

An unfavorable outcome in this matter could adversely affect our business and operating results.

In May 2024, we were sued by state and federal authorities for alleged violations of various laws pertaining to antitrust, competition, unlawful or unfair business practices, restraint of trade, and other causes of action, with various forms of relief requested for the alleged violations, including without limitation the divestiture of Ticketmaster by the Company, cancellation of certain ticketing contracts, enjoining the Company from engaging in anticompetitive practices, monetary damages, and other forms of relief.

While this litigation is at its early stages and we believe that we have substantial defenses to the claims asserted in the matter, due to the nature of the allegations and the potential remedies being sought, an unfavorable outcome in this matter could have a material adverse impact on our business and operating results.

| | | | 2024 | | | | | | 2023 | | |

| | | | As Revised | | | | | | As Revised | | |

| March 31 (1) | | | $ | (41,390) | | | | | $ | 131,152 | |

| June 30 (1) | | | 465,819 | | | | | | 381,599 | | |

| September 30 (1) | | | 639,525 | | | | | | 653,658 | | |

| December 31 | | | (239,444) | | | | | | (81,476) | | |

___________________

| | | | | | |

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

| (1) | | | See further discussion in Part II — Financial Information—Item 8.—Financial Statements and Supplementary Data—Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements. For the three months ended September 30, 2023, the revision increased our operating income by $35.1 million. For the three months ended June 30, 2023, the revision decreased our operating income by $4.8 million. For the three months ended March 31, 2024 and March 31, 2023, the revision decreased our operating income by $4.9 million and $11.6 million, respectively. | | |

We have also been threatened with picketing from time to time.

Therefore,

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.

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 adequacy of coverage.

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

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

In addition, in an effort to make

In addition, given our substantial operations in the U.K. and the E.U., risks and uncertainties remain as a result of the 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 which sets out arrangements in areas such as tariff-free trade in goods.

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. A review of the U.K.-E.U. Trade and Cooperation Agreement is due to start in May 2026.

These risks and uncertainties include some regulatory uncertainty for data protection.

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

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

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

We have incorporated the U.K.’s International Data Transfer Agreement into any transfer from the U.K. and will 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.

Live Nation as a tour sponsor will continue to use temporary worker routes into the U.K. now including E.U. and European Economic Area musicians and crew on the sponsor’s license.

For tours in Europe, U.K. musicians’ working arrangements will be subject to individual E.U. member states and bilateral agreements reached with the U.K. Government.

In the majority of member states the working arrangements will be similar, such as in France and Germany.

In others, there may be new requirements for the sponsor.

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

In connection with the merger we also entered into a consent agreement with the Canadian Commissioner of Competition (the “Canadian Consent Agreement”), which had the effect of imposing essentially the same terms as the Final Judgment on our business in Canada.

The various terms of the Canadian Consent Agreement expired on or before July 2020.

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

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

| June 30 | | | 386,371 | | | | | | 318,699 | | |

| September 30 | | | 618,532 | | | | | | 506,249 | | |

| December 31 | | | (81,476) | | | | | | (119,890) | | |

*The following discussion of our financial condition and results of operations generally discusses [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] items along with year-over-year comparisons between these two years.

Discussion of [removed: 2021] [added: 2022] items and year-over-year comparisons between [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] can be found in Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations in our [removed: 2022] [added: 2023] Annual Report on Form 10-K.*

In [removed: 2023,] [added: 2024,] we [removed: continued to see unprecedented] [added: saw] demand for [added: the] live experience [removed: in every corner of] [added: growing across] the [removed: world] [added: globe] with emerging [removed: and] [added: to] superstar acts [added: performing to packed houses] across all genres and in venues big and [removed: small in 2023.][added: small.]

Our overall revenue increased by [removed: $6.1 billion,] [added: $429 million,] or [removed: 36%,] [added: 2%,] to [removed: $22.7] [added: $23.2] billion as compared to last year.

The increase [added: in revenue] was [removed: $6.0 billion] [added: $664 million] without the impact of changes in foreign exchange rates.

Consolidated AOI for the year increased by [removed: $455] [added: $265] million, or [removed: 32%,] [added: 14%,] to [removed: $1.9] [added: $2.1] billion this year.

The increase [added: in AOI] was [removed: $412] [added: $320] million without the impact of changes in foreign exchange rates.

Our event-related deferred revenue balance increased by [removed: $216] [added: $336] million, or [removed: 8%,] [added: 11%,] to [removed: $2.9] [added: $3.3] billion as of December 31, [removed: 2023] [added: 2024] compared to December 31, [removed: 2022.][added: 2023.]

This, coupled with current ticket sales for [removed: 2024,] [added: 2025,] suggests ongoing strong demand for concerts, making us confident in our continued success in the year ahead.

All of the segment financial comments [removed: to follow] [added: below] are based on reported foreign currency exchange rates.

Our Concerts segment revenue for the year increased by [removed: $5.3 billion,] [added: $283 million,] or [removed: 39%] [added: 2%] compared to [removed: 2022,] [added: 2023,] from [removed: $13.5] [added: $18.7] billion to [removed: $18.8] [added: $19.0] billion.

Approximately [removed: 145] [added: 151] million fans attended our shows in the year, our largest annual fan count ever, compared to approximately [removed: 121] [added: 146] million last year, for growth of [removed: 25] [added: over 5] million or [removed: 20%.][added: 4%.]

The growth was relatively evenly distributed across our global markets with notable strength in [removed: Europe,] [added: the United States,] Latin [removed: America, Asia-Pacific] [added: America] and [removed: Canada.][added: Asia-Pacific.]

Growth in amphitheater, [removed: stadium and] arena [added: and theater & club] fan count drove the [removed: majority of the] increase in show attendance.

In particular, [removed: stadium] [added: arena] fan count increased by almost [removed: 11] [added: 8] million fans to over [removed: 29] [added: 50] million fans globally.

Some of the larger acts touring globally in the year included [removed: Beyoncé, Harry Styles, Karol G, The Weeknd] [added: Coldplay, Pink, Metallica] and [removed: RBD,] [added: Olivia Rodrigo,] reflecting the global diversified base of our artists.

Concerts AOI for the year increased by [removed: $156] [added: $209] million, or [removed: nearly double,] [added: 65%,] compared to [removed: 2022,] [added: 2023,] from [removed: $170] [added: $320] million to [removed: $325] [added: $530] million.

Our ancillary revenue spending at our United States amphitheater shows was [removed: nearly $41] [added: over $44] per fan for the year, [removed: a 10% growth] [added: growing by nearly $1] over [removed: 2022,] [added: 2023,] driven by higher food and beverage spending as well as [removed: increased upsells.][added: merchandise and premium offerings.]

Our Ticketing segment revenue for the year increased by [removed: $721] [added: $29] million, or [removed: 32%,] [added: 1%,] compared to [removed: 2022,] [added: 2023,] from [removed: $2.2] [added: $2.96] billion to [removed: $3.0] [added: $2.99] billion.

We sold [removed: 329] [added: 331] million fee-bearing tickets in [removed: 2023] [added: 2024] compared to [removed: 281] [added: 329] million tickets last year, [removed: an increase of 17%.][added: essentially flat for the year.]

[removed: 16.9] [added: We signed 22.8] million [removed: of the] net new [removed: tickets,] [added: tickets in 2024, of which 14.3 million,] or roughly [removed: 80%,] [added: 60%,] are from clients outside of North America, highlighting the significance of our international operations and our global expansion opportunity.

Our Sponsorship & Advertising segment revenue for the year increased by [removed: $127] [added: $100] million, or [removed: 13%,] [added: 9%,] compared to [removed: 2022] [added: 2023] from [removed: $968 million to] $1.1 [added: billion to $1.2] billion.

Sponsorship & Advertising AOI increased by [removed: $83] [added: $89] million, or [removed: 14%,] [added: 13%,] compared to [removed: 2022,] [added: 2023,] from [removed: $592] [added: $675] million to [removed: $675] [added: $764] million.

| | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | % Change [removed: 2023] [added: 2024] vs [removed: 2022] [added: 2023] | | | | | | | | | | | | % Change [removed: 2022] [added: 2023] vs [removed: 2021] [added: 2022] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| | | | As Reported | | | | | | Currency Impacts | | | | | | Constant [removed: Currency] [added: Currency*] | | | | | | As [removed: Reported] [added: Revised] | | | | | | As [removed: Reported] [added: Revised] | | | | | | As Reported | | | | | | Constant [removed: Currency] [added: Currency*] | | | | | | As [removed: Reported] [added: Revised] | | |

| Selling, general and administrative expenses | | | [removed: 3,557,167] [added: 4,096,424] | | | | | | | | | | | | | | | | | | [removed: 2,955,884] [added: 3,557,167] | | | | | | [removed: 1,754,822] [added: 2,955,884] | | | | | | [removed: 20%] [added: 15%] | | | | | | | | | | | | [removed: 68%] [added: 20%] | | |

| Depreciation and amortization | | | [removed: 516,797] [added: 549,923] | | | | | | | | | | | | | | | | | | [removed: 449,976] [added: 516,797] | | | | | | [removed: 416,277] [added: 449,976] | | | | | | [removed: 15%] [added: 6%] | | | | | | | | | | | | [removed: 8%] [added: 15%] | | |

| Gain on disposal of operating assets | | | [removed: (13,927)] [added: (11,015)] | | | | | | | | | | | | | | | | | | [removed: (32,082)] [added: (13,927)] | | | | | | [removed: (1,211)] [added: (32,082)] | | | | | | [removed: (57)%] [added: (21)%] | | | | | | | | | | | | [removed: *] [added: (57)%] | | |

| Corporate expenses | | | [removed: 330,817] [added: 367,629] | | | | | | | | | | | | | | | | | | [removed: 237,834] [added: 330,817] | | | | | | [removed: 160,428] [added: 237,834] | | | | | | [removed: 39%] [added: 11%] | | | | | | | | | | | | [removed: 48%] [added: 39%] | | |

| Interest expense | | | [removed: 350,244] [added: 325,974] | | | | | | | | | | | | | | | | | | [removed: 278,483] [added: 350,244] | | | | | | [removed: 282,440] [added: 278,483] | | | | | | | | | | | | | | | | | | | | |

| Loss on extinguishment of debt | | | [removed: 18,504] [added: 2,563] | | | | | | | | | | | | | | | | | | [removed: —] [added: 18,504] | | | | | | — | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | [removed: (237,818)] [added: (156,254)] | | | | | | | | | | | | | | | | | | [removed: (77,620)] [added: (237,818)] | | | | | | [removed: (6,625)] [added: (77,620)] | | | | | | | | | | | | | | | | | | | | |

| Equity in losses (earnings) of nonconsolidated affiliates | | | [removed: 5,455] [added: 16,675] | | | | | | | | | | | | | | | | | | [removed: (10,571)] [added: 5,455] | | | | | | [removed: (2,520)] [added: (10,571)] | | | | | | | | | | | | | | | | | | | | |

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

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

Revenue increased [removed: $6.1 billion] [added: $429.3 million] during the year ended December 31, [removed: 2023] [added: 2024] as compared to the prior year driven by increased revenue in our Concerts segment of [removed: $5.3 billion,] [added: $283.4 million,] Ticketing segment of [removed: $720.9] [added: $29.2] million and Sponsorship & Advertising segment of [removed: $127.1] [added: $99.8] million as further discussed within each segment’s operating results.

[removed: Operating] [added: Sponsorship & Advertising AOI increased $88.6 million and operating] income increased [removed: $334.1] [added: $99.2] million during the year ended December 31, [removed: 2023] [added: 2024] as compared to the prior [removed: year primarily driven by increased operating income in our Concerts segment of $94.6 million, Ticketing segment of $283.9 million and Sponsorship & Advertising segment of $66.0 million as further discussed within each segment’s operating results.][added: year.]

Interest income [removed: increased $160.2] [added: decreased $81.6] million during the year ended December 31, [removed: 2023] [added: 2024] as compared to the prior year primarily attributed to [removed: higher] [added: lower] rate of return on our cash and cash equivalents in [removed: 2023] [added: 2024] and [removed: an increase] [added: a decrease] in our cash and cash equivalents.

For the year ended December 31, [removed: 2023,] [added: 2024,] we had a net tax [removed: expense] [added: benefit] of [removed: $160.2] [added: $391.7] million on income before income taxes of [removed: $894.5] [added: $739.4] million compared to a net tax expense of [removed: $96.3] [added: $209.5] million on income before income taxes of [removed: $505.4] [added: $913.3] million for [removed: 2022.][added: 2023.]

After a record 2023 fueled by our highest volume of stadium shows ever, we surpassed last year’s revenue results.

While operating income declined double-digits as a result of the Astroworld legal contingency, we grew our AOI by double-digits and our underlying businesses thrived in 2024.

Our Concerts segment generated over $0.5 billion in AOI for the first time ever, growing by over 50%.

We added over 5 million fans and nearly 5,000 additional shows in Concerts, with new venues added to our global footprint and plans to open more in the year ahead.

Operating income for the year declined by $260 million or 24% primarily related to the Astroworld estimated loss contingencies of $455 million partially offset by stronger performance in our Concerts and Sponsorship segments.

The decrease in operating income was $208 million without the impact of changes in foreign exchange rates.

For the year, we experienced unfavorable foreign currency translation impacts of $235 million on revenues, $52 million on operating income and $55 million on AOI.

The majority of the impacts came from Latin American currencies.

After extensive renovations, our Jones Beach amphitheater re-opened on Long Island and produced double-digit growth on premium seating, concessions and VIP club revenues.

Similarly the Estadio GNP stadium (formerly known as Foro Sol) re-opened in Mexico City over the summer, offering fans an elevated concert-going experience with several new VIP lounges and additional points of sale for all fans.

GTV for the year was $34.7 billion, down $1 billion, or 3% compared to 2023.

Despite some sales headwinds during the year and a tough 2023 comparison with respect to stadium activity, the year ended on an encouraging note with the fourth quarter coming in as our highest quarter ever for transacted ticket sales and GTV.

This resulted in a record fourth quarter for Ticketing across all of our key financial metrics – revenue, operating income and AOI.

Ticketing AOI for the year was $1.1 billion, roughly in line with our 2023 results.

The increase was largely driven by our international divisions with new naming rights and other deals for Estadio GNP in Mexico City, newly acquired festivals in Colombia, additional sponsorable content in Mexico and the timing of the Rock in Rio Brazil and Portugal festivals which play every two years.

We are optimistic about the long-term potential of our Company and are focused on the key elements of our business model: expanding our global platforms to connect artists and fans.

| Revenue | | | $ | 23,155,625 | | | | | $ | 235,038 | | | | | $ | 23,390,663 | | | | | $ | 22,726,317 | | | | | $ | 16,681,254 | | | | | 2% | | | | | | 3% | | | | | | 36% | | |

| Direct operating expenses | | | 17,328,154 | | | | | | | | | | | | | | | | | | 17,250,530 | | | | | | 12,347,611 | | | | | | 0.4% | | | | | | | | | | | | 40% | | |

| Operating income | | | 824,510 | | | | | | 52,365 | | | | | | 876,875 | | | | | | 1,084,933 | | | | | | 722,031 | | | | | | (24)% | | | | | | (19)% | | | | | | 50% | | |

| Operating margin | | | 3.6% | | | | | | | | | | | | 3.7% | | | | | | 4.8% | | | | | | 4.3% | | | | | | | | | | | | | | | | | | | | |

| Other expense (income), net | | | (103,874) | | | | | | | | | | | | | | | | | | 35,274 | | | | | | 41,215 | | | | | | | | | | | | | | | | | | | | |

| Income before income taxes | | | 739,426 | | | | | | | | | | | | | | | | | | 913,274 | | | | | | 490,524 | | | | | | | | | | | | | | | | | | | | |

| Income tax expense (benefit) | | | (391,698) | | | | | | | | | | | | | | | | | | 209,476 | | | | | | 115,941 | | | | | | | | | | | | | | | | | | | | |

| Net income | | | 1,131,124 | | | | | | | | | | | | | | | | | | 703,798 | | | | | | 374,583 | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to noncontrolling interests | | | 234,837 | | | | | | | | | | | | | | | | | | 146,905 | | | | | | 108,143 | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to common stockholders of Live Nation | | | $ | 896,287 | | | | | | | | | | | | | | | | | $ | 556,893 | | | | | $ | 266,440 | | | | | | | | | | | | | | | | | | | |

Operating income decreased $260.4 million during the year ended December 31, 2024 as compared to the prior year primarily driven by decreased operating income in our Concerts segment of $313.2 million, which included Astroworld estimated loss contingencies of $454.9 million, and Ticketing segment of $20.7 million.

These decreases in operating income were partially offset by increased operating income in our Sponsorship & Advertising segment of $99.2 million as further discussed within each segment’s operating results.

Interest expense decreased $24.3 million during the year ended December 31, 2024 as compared to the prior year primarily driven by lower debt balance throughout 2024 as compared to 2023.

For the year ended December 31, 2024, we had $103.9 million of other income, net, which primarily includes mark to market adjustments for certain investments in nonconsolidated affiliates of $99.2 million.

For the year ended December 31, 2023, we had $35.3 million of other expense, net, which includes net foreign exchange rate losses of $74.5 million partially offset by mark to market adjustments for certain investments in nonconsolidated affiliates of $46.5 million.

The net foreign exchange rate gains and losses result primarily from revaluation of certain foreign currency denominated net assets held internationally.

The net decrease in tax expense of $601.2 million is related to a valuation allowance release, due to changes in judgment regarding the realizability of certain deferred tax assets.

We also exclude from AOI the impact of estimated or realized liabilities for settlements or damages arising out of the Astroworld matter that exceed our estimated insurance recovery, due to the significant and non-recurring nature of the matter.

Ongoing legal costs associated with defense of these claims, such as attorney fees, are not excluded from AOI.

| | | | | | | | | | As Revised | | | | | | As Revised | | |

| Operating income (1) | | | $ | 824,510 | | | | | $ | 1,084,933 | | | | | $ | 722,031 | |

| Astroworld estimated loss contingencies | | | 454,902 | | | | | | — | | | | | | — | | |

| Consolidated AOI (1) | | | $ | 2,145,898 | | | | | $ | 1,881,119 | | | | | $ | 1,397,095 | |

___________________

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 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.

In our theaters and clubs across the United States and the United Kingdom, we also saw strong growth in APF revenue.

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.

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

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.

Ticketing AOI for the year improved by $288 million, or 35%, compared to 2022, from $828 million to $1.1 billion.

We signed 21.4 million net new tickets in 2023.

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.

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 both existing and new markets as well as improving the on-site experience for our fans by enhancing food and beverage products and premium service offerings.

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.

In addition, we continue to grow our sponsorship and advertising partnerships, enabling our clients to reach customers via the powerful connection that live shows create with ardent fans.

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

| Direct operating expenses | | | 17,292,016 | | | | | | | | | | | | | | | | | | 12,337,524 | | | | | | 4,355,989 | | | | | | 40% | | | | | | | | | | | | * | | |

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

| Operating margin | | | 4.7% | | | | | | | | | | | | 4.6% | | | | | | 4.4% | | | | | | (6.7)% | | | | | | | | | | | | | | | | | | | | |

| Loss (gain) from sale of investments in nonconsolidated affiliates | | | 341 | | | | | | | | | | | | | | | | | | (448) | | | | | | (83,578) | | | | | | | | | | | | | | | | | | | | |

| Income (loss) before income taxes | | | 894,544 | | | | | | | | | | | | | | | | | | 505,447 | | | | | | (611,267) | | | | | | | | | | | | | | | | | | | | |

| Income tax expense (benefit) | | | 160,227 | | | | | | | | | | | | | | | | | | 96,254 | | | | | | (2,481) | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) | | | 734,317 | | | | | | | | | | | | | | | | | | 409,193 | | | | | | (608,786) | | | | | | | | | | | | | | | | | | | | |

| Net income attributable to noncontrolling interests | | | 171,037 | | | | | | | | | | | | | | | | | | 113,207 | | | | | | 42,118 | | | | | | | | | | | | | | | | | | | | |

| Net income (loss) attributable to common stockholders of Live Nation | | | $ | 563,280 | | | | | | | | | | | | | | | | | $ | 295,986 | | | | | $ | (650,904) | | | | | | | | | | | | | | | | | | | |

| * | | | Percentages are not meaningful. | | |

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 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.

The net increase in tax expense of $64.0 million is due primarily to higher pre-tax income in taxable jurisdictions.

AOI margin is a non-GAAP financial measure that we calculate by dividing AOI by revenue.

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

We believe that information about AOI margin 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 margin is not calculated or presented in accordance with GAAP.

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

Furthermore, this measure may vary among other companies; thus, AOI margin as presented herein may not be comparable to similarly titled measures of other companies.

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

| Operating income (loss) | | | $ | 1,066,203 | | | | | $ | 732,118 | | | | | $ | (417,858) | |

| AOI | | | $ | 1,862,389 | | | | | $ | 1,407,182 | | | | | $ | 323,863 | |

We believe that we are the largest live entertainment company in the world, connecting over [removed: 765] [added: 788] million fans across all of our concerts and ticketing platforms in [removed: 49] [added: 51] countries during [removed: 2023.][added: 2024.]

We believe we are the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting [removed: over 145] [added: 151] million fans to [removed: more than 6,800] [added: approximately 11,000] artists at [removed: over 50,000] [added: 54,000] events in [removed: 2023.][added: 2024.]

Live Nation owns, operates, has exclusive booking rights for or has an equity interest for which we have a significant influence in [removed: 373] [added: 394] venues globally, including *House of Blues®* music venues and prestigious locations such as *The Fillmore®* in San Francisco, *Brooklyn Bowl®* in New York City*,* the Hollywood Palladium in Los Angeles, the Moody Center© arena in Austin, the Ziggo Dome in Amsterdam, 3Arena in Dublin, Royal Arena in Copenhagen and Spark Arena in Auckland.

Ticketmaster provides ticket [removed: sales, ticket resale] [added: sales] services and marketing and distribution globally through *www.ticketmaster.com* and *www.livenation.com* and our mobile apps, other websites and numerous retail outlets, distributing over [removed: 620] [added: 637] million tickets through our systems in [removed: 2023.][added: 2024.]

Ticketmaster serves approximately [removed: 10,000] [added: 11,500] 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.

[removed: Our] [added: We execute on our] strategy [removed: is to] [added: and thereby] grow and innovate through the initiatives listed below.

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

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

[removed: In addition,] [added: Within this,] 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.

We are focused on selling tickets through a wide set of sales [removed: channels,] [added: channels] including [removed: mobile and online, partnering with affiliates,] [added: mobile, online] and [removed: leveraging] [added: affiliate partners while continuing to broaden] our [removed: fan database.][added: digital rollout.]

During [removed: 2023,] [added: 2024,] we connected over [removed: 765] [added: 788] million fans to their favorite live [removed: event.][added: events.]

In [removed: 2023,] [added: 2024,] we promoted shows for [removed: over 6,800] [added: approximately 11,000] artists globally.

In addition, through our artist management companies, we managed more than 380 artists in [removed: 2023.][added: 2024.]

We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in [removed: 45] [added: 47] countries worldwide.

In addition, we own, lease, operate, have exclusive booking rights for, or have an equity interest for which we have a significant influence in [removed: 373] [added: 394] venues and have operations located across [removed: 49] [added: 51] countries as of the end of [removed: 2023,] [added: 2024,] 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: 146] [added: 137] festivals globally in [removed: 2023.][added: 2024.]

In addition, we believe that our global ticketing distribution network—with approximately [removed: 10,000] [added: 11,500] clients worldwide in [removed: 2023] [added: 2024] — makes us the largest ticketing network in the world.

We employ a sales force of approximately [removed: 700] [added: 760] people that worked with more than [removed: 1,200] [added: 1,500] sponsors during [removed: 2023,] [added: 2024,] through a combination of strategic partnerships, local venue-related deals, national agreements and digital campaigns, both in North America and internationally.

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

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

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

Including intersegment revenue, our Concerts business generated [removed: $18.8] [added: $19.0] billion, or 82%, of our total revenue during [removed: 2023.][added: 2024.]

We promoted more than [removed: 50,000] [added: 54,000] live music and other events in [removed: 2023.][added: 2024.]

Including intersegment revenue, our Ticketing business generated $3.0 billion, or 13%, of our total revenue during [removed: 2023,] [added: 2024,] 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: 329] [added: 331] million tickets in [removed: 2023] [added: 2024] on which we were paid fees for our services.

In addition, approximately [removed: 291] [added: 307] million tickets were sold, for which we did not receive a fee, using our Ticketmaster systems, including season seat packages, our venue clients’ box offices, and other channels.

We enter into arrangements with the holders of tickets previously distributed by a venue or other source to post those tickets for sale at a purchase price equal to a new sales price, determined by the ticket holder, plus a service fee [removed: to] [added: paid by] the buyer.

Including intersegment revenue, our Sponsorship & Advertising business generated [removed: $1.1] [added: $1.2] billion, or 5%, of our total revenue during [removed: 2023.][added: 2024.]

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: 2023:][added: 2024:]

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

| Amphitheater | | | | | | 5,000 - 30,000 | | | | | | 10 | | | | | | [removed: 40] [added: 44] | | | | | | 1 | | | | | | [removed: 16] [added: 18] | | | | | | — | | | | | | [removed: 67] [added: 73] | | |

| Arena | | | | | | 5,000 - 20,000 | | | | | | 3 | | | | | | [removed: 13] [added: 15] | | | | | | 2 | | | | | | [removed: 6] [added: 5] | | | | | | — | | | | | | [removed: 24] [added: 25] | | |

| Theater | | | | | | 1,000 - 6,500 | | | | | | 10 | | | | | | [removed: 70] [added: 76] | | | | | | [removed: 10] [added: 9] | | | | | | [removed: 30] [added: 32] | | | | | | 2 | | | | | | [removed: 122] [added: 129] | | |

| Club | | | | | | Less than 1,000 | | | | | | 5 | | | | | | [removed: 51] [added: 56] | | | | | | [removed: 2] [added: 1] | | | | | | 13 | | | | | | — | | | | | | [removed: 71] [added: 75] | | |

| Festival Sites (1) | | | | | | Varies | | | | | | 2 | | | | | | — | | | | | | [removed: 51] [added: 53] | | | | | | — | | | | | | — | | | | | | [removed: 53] [added: 55] | | |

| Other Venues | | | | | | Varies | | | | | | — | | | | | | [removed: 13] [added: 14] | | | | | | — | | | | | | 1 | | | | | | [removed: 3] [added: 2] | | | | | | 17 | | |

| Total venues in operation | | | | | | | | | | | | 32 | | | | | | [removed: 203] [added: 222] | | | | | | 67 | | | | | | [removed: 66] [added: 69] | | | | | | [removed: 5] [added: 4] | | | | | | [removed: 373] [added: 394] | | |

| Venues currently under construction | | | | | | | | | | | | — | | | | | | [removed: 6] [added: 13] | | | | | | — | | | | | | — | | | | | | [removed: —] [added: 1] | | | | | | [removed: 6] [added: 14] | | |

| Venues not currently in operation | | | | | | | | | | | | [removed: 3] [added: 2] | | | | | | — | | | | | | — | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 6] [added: 3] | | | | | | [removed: 15] [added: 10] | | |

| International | | | | | | | | | | | | 10 | | | | | | [removed: 51] [added: 53] | | | | | | [removed: 44] [added: 42] | | | | | | 1 | | | | | | — | | | | | | 106 | | |

This includes investing capital expenditures in new venues and enhancements to existing venues.

- *Invest in our Ticketing Platform*.

We will continue to invest in our ticketing enterprise system and develop innovative products to better serve our enterprise clients and continue to build our global client base.

These include technological and digital transformations, enhanced marketing capabilities, and improved analytical tools to meet the needs of venues, event organizers and our fans.

- *Grow our Marketplace Capabilities*.

Lastly, we are focused on leveraging our platform by growing non-service fee revenue streams including insurance, additional enterprise tools, payment integration and other upsells.

As we have continued to build our skill at venue operations, this has become an increasingly large part of our Concerts strategy, with a substantial focus on building our global owned or operated venue platform.

We pay our clients for the rights to sell certain tickets, generally in the form of upfront payments, a portion of service fee revenue and the portion of other services at low or no cost.

| North America | | | | | | | | | | | | 22 | | | | | | 169 | | | | | | 25 | | | | | | 68 | | | | | | 4 | | | | | | 288 | | |

In 2024, we extended our offerings to include part-time club staff and partnered with artists to host events at our headquarters highlighting the intersection of sobriety and mental health.

In 2024, we extended our offerings to include part-time club staff.

- Taking Care of Your Career: Our School of Live learning and development center at our Los Angeles headquarters has furthered our career advancement opportunities including leadership workshops for mid-career employees.

In 2024, we expanded offerings to include more global live and on-demand learning and professional development and coaching opportunities for employees.

In 2024, we expanded our $20.00 per hour minimum wage to our part-time club and seasonal amphitheater staff based on tenure.

Our People

We aspire to foster a workplace where all employees can contribute fully and feel valued.

- Our Workforce: As a global organization, we are committed to valuing and respecting all backgrounds, experiences, abilities and perspectives that enrich our workforce, and reflect our artist community and fan base.

| Omar Al-Joulani | | | | | | 47 | | | | | | Co-President–U.S. Concerts and President–Touring | | |

| Jordan Zachary | | | | | | 42 | | | | | | Co-President–U.S. Concerts and President–Regions U.S. Concerts | | |

*Omar Al-Joulani* is our Co-President of U.S. Concerts and President of Touring and has served in this capacity since September 2021.

Prior to that, Mr. Al-Joulani served in various North America touring roles since joining us in March 2010.

*Jordan Zachary* is our Co-President of U.S. Concerts and President of Regions U.S. Concerts and has served in this capacity since April 2021.

Prior to that, Mr. Zachary served in various strategy and development roles since joining us in April 2015.

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

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

*•Sell More Tickets*.

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

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

The ticketing company will generally not earn a fee on these box office tickets.

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

Diversity, Inclusion and Belonging

We are continually striving towards our goal of being as diverse as the fans and artists that we serve, ensuring that we have the breadth of insights and perspectives to effectively serve artists, fans and other clients of all types.

- Diversity Goals: We remain committed to making continuous progress toward our ambitious representation goals – to strengthen the company’s diversity from the top down.

Our efforts thus far have resulted in increasing overall representation at all levels of the business.

- Live Nation Women Fund: An early-stage investment fund we have created focused on female-led live music businesses.

- Industry Engagement: In 2022, we further demonstrated our commitment to diversity and inclusion by joining the efforts of “Diversify The Stage” and signing their pledge to provide greater access to equitable opportunities for underrepresented groups in live music, events, and touring industries.

Our efforts around diversity, equity, and inclusion have also gained us recognition on Forbes’ Best Employers for Diversity list (2019, 2021-23), Forbes’ World’s Top Companies for Women (2023), Forbes’ America’s Best Employers for Women (2022-23), Forbes’ Best Employers for New Grads (2022-23), and Newsweek’s Americas Greatest Workplaces for Diversity List (2023-24), National List (2023), and Women List (2024).

We have also earned a Best Places to Work for LGBTQ+ Equality designation by receiving high scores on the Human Rights Campaign Foundation’s Corporate Equality Index (2019-23).

| Johnel Evans | | | | | | 49 | | | | | | Global Vice President–Diversity and Inclusion | | |

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

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

For the fiscal year ended December 31, [removed: 2023,][added: 2024,]

On June 30, [removed: 2023,] [added: 2024,] 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: $14.2] [added: $14.8] billion.

On February [removed: 15, 2024,] [added: 13, 2025,] there were [removed: 230,797,704] [added: 233,401,156] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 1,376,336] [added: 2,288,158] shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.

Portions of our Definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.

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| ITEM 9. | | | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#ifcbf2c0a82124d048c19732b1e4d311b_226)] [added: DISCLOSURE](#id16a83bb3b7a48f59c925134d5705b64_235)] | | | [removed: [94](#ifcbf2c0a82124d048c19732b1e4d311b_226)] [added: [99](#id16a83bb3b7a48f59c925134d5705b64_235)] | | |

| ITEM 9A. | | | [CONTROLS AND [removed: PROCEDURES](#ifcbf2c0a82124d048c19732b1e4d311b_226)] [added: PROCEDURES](#id16a83bb3b7a48f59c925134d5705b64_235)] | | | [removed: [94](#ifcbf2c0a82124d048c19732b1e4d311b_226)] [added: [99](#id16a83bb3b7a48f59c925134d5705b64_235)] | | |

| ITEM 9B. | | | [OTHER [removed: INFORMATION](#ifcbf2c0a82124d048c19732b1e4d311b_229)] [added: INFORMATION](#id16a83bb3b7a48f59c925134d5705b64_238)] | | | [removed: [96](#ifcbf2c0a82124d048c19732b1e4d311b_229)] [added: [101](#id16a83bb3b7a48f59c925134d5705b64_238)] | | |

| ITEM 9C. | | | [DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT [removed: INSPECTIONS](#ifcbf2c0a82124d048c19732b1e4d311b_232)] [added: INSPECTIONS](#id16a83bb3b7a48f59c925134d5705b64_241)] | | | [removed: [96](#ifcbf2c0a82124d048c19732b1e4d311b_232)] [added: [101](#id16a83bb3b7a48f59c925134d5705b64_241)] | | |

| ITEM 10. | | | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#ifcbf2c0a82124d048c19732b1e4d311b_238)] [added: GOVERNANCE](#id16a83bb3b7a48f59c925134d5705b64_247)] | | | [removed: [96](#ifcbf2c0a82124d048c19732b1e4d311b_238)] [added: [101](#id16a83bb3b7a48f59c925134d5705b64_247)] | | |

| ITEM 11. | | | [EXECUTIVE [removed: COMPENSATION](#ifcbf2c0a82124d048c19732b1e4d311b_241)] [added: COMPENSATION](#id16a83bb3b7a48f59c925134d5705b64_250)] | | | [removed: [96](#ifcbf2c0a82124d048c19732b1e4d311b_241)] [added: [101](#id16a83bb3b7a48f59c925134d5705b64_250)] | | |

| ITEM 12. | | | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#ifcbf2c0a82124d048c19732b1e4d311b_244)] [added: MATTERS](#id16a83bb3b7a48f59c925134d5705b64_253)] | | | [removed: [96](#ifcbf2c0a82124d048c19732b1e4d311b_244)] [added: [101](#id16a83bb3b7a48f59c925134d5705b64_253)] | | |

| ITEM 13. | | | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#ifcbf2c0a82124d048c19732b1e4d311b_247)] [added: INDEPENDENCE](#id16a83bb3b7a48f59c925134d5705b64_256)] | | | [removed: [96](#ifcbf2c0a82124d048c19732b1e4d311b_247)] [added: [101](#id16a83bb3b7a48f59c925134d5705b64_256)] | | |

| ITEM 14. | | | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#ifcbf2c0a82124d048c19732b1e4d311b_250)] [added: SERVICES](#id16a83bb3b7a48f59c925134d5705b64_259)] | | | [removed: [96](#ifcbf2c0a82124d048c19732b1e4d311b_250)] [added: [101](#id16a83bb3b7a48f59c925134d5705b64_259)] | | |

| ITEM 15. | | | [removed: [EXHIBITS,] [added: [EXHIBITS AND] FINANCIAL STATEMENT [removed: SCHEDULES](#ifcbf2c0a82124d048c19732b1e4d311b_253)] [added: SCHEDULES](#id16a83bb3b7a48f59c925134d5705b64_262)] | | | [removed: [97](#ifcbf2c0a82124d048c19732b1e4d311b_253)] [added: [102](#id16a83bb3b7a48f59c925134d5705b64_262)] | | |

| ITEM 16. | | | [FORM 10-K [removed: SUMMARY](#ifcbf2c0a82124d048c19732b1e4d311b_274)] [added: SUMMARY](#id16a83bb3b7a48f59c925134d5705b64_283)] | | | [removed: [105](#ifcbf2c0a82124d048c19732b1e4d311b_274)] [added: [109](#id16a83bb3b7a48f59c925134d5705b64_283)] | | |

| ITEM 6. | | | [\[RESERVED\]](#id16a83bb3b7a48f59c925134d5705b64_70) | | | [29](#id16a83bb3b7a48f59c925134d5705b64_70) | | |

| ITEM 6. | | | [SELECTED FINANCIAL DATA](#ifcbf2c0a82124d048c19732b1e4d311b_64) | | | [29](#ifcbf2c0a82124d048c19732b1e4d311b_64) | | |

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

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

As of December 31, [removed: 2023,] [added: 2024,] we own, operate or lease [removed: 197] [added: 216] entertainment venues throughout North America and 105 entertainment venues internationally.

We also lease office space and other facilities in [removed: 45] [added: 47] countries that support our Concerts, Ticketing and Sponsorship & Advertising segment operations.

There were [removed: 2,681] [added: 2,515] stockholders of record as of February [removed: 15, 2024.][added: 13, 2025.]

The following table provides information regarding repurchases of our common stock during the quarter ended December 31, 2024.

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

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

| 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 2024 | | | | | | — | | | | | | — | | | | | | | | | | | | | | |

| November 2024 | | | | | | 132,425 | | | | | | $140.50 | | | | | | | | | | | | | | |

| December 2024 | | | | | | 2,044 | | | | | | $135.95 | | | | | | | | | | | | | | |

| | | | | | | 134,469 | | | | | | | | | | | | | | | | | | | | |

_________

| | | | | | |

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

| (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 under our stock incentive plan. Pursuant to the terms of our stock plan, such shares revert 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 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.

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the related consolidated statements of operations, comprehensive [removed: income (loss),] [added: income,] changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] and the related notes and financial statement schedule listed in the [removed: index] [added: 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 22, 2024,] [added: 20, 2025] expressed an unqualified opinion thereon.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the [removed: accounts] [added: account] or [removed: disclosures] [added: disclosure] to which it relates.

| *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 [removed: $325] [added: $337] million, the Company performed a quantitative assessment as part of their annual impairment assessment as of October 1, [removed: 2023.] [added: 2024.] No goodwill impairment charges were recorded for the year ended December 31, [removed: 2023.] [added: 2024.] 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. | | |

| *How We Addressed the Matter in Our Audit* | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment review process, including controls over management’s review of the significant assumptions described above. To test the estimated fair value of the Company’s reporting unit, we performed audit procedures that included, among others, assessing the valuation methodologies used, testing the significant assumptions described above and testing the completeness and accuracy of the underlying data the Company used in its analyses. For example, we compared the projected [removed: margin] [added: margins] used in the valuation to actual historical, current industry and economic trends and assessed the historical accuracy of management’s estimates. With the assistance of our internal valuation specialists, we 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 significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. | | |

| | | | [added: | | | 2024 | | | | | |] 2023 | | | | | | 2022 | | |

| Cash and cash equivalents | | | $ | [removed: 6,231,866] [added: 6,095,424] | | | | | $ | [removed: 5,606,457] [added: 6,231,866] | |

| Accounts receivable, less allowance of [removed: $82,350] [added: $72,663] and [removed: $63,294,] [added: $82,350,] respectively | | | [removed: 2,069,054] [added: 1,747,316] | | | | | | [removed: 1,465,383] [added: 2,024,649] | | |

| Prepaid expenses | | | [removed: 1,147,581] [added: 1,247,184] | | | | | | [removed: 949,826] [added: 1,147,581] | | |

| Restricted cash | | | [removed: 7,090] [added: 10,685] | | | | | | [removed: 5,917] [added: 7,090] | | |

| Other current assets | | | [removed: 122,163] [added: 189,528] | | | | | | [removed: 131,939] [added: 122,163] | | |

| Property, plant and equipment, net | | | [removed: 2,101,463] [added: 2,441,872] | | | | | | [removed: 1,487,663] [added: 2,101,463] | | |

| Operating lease assets | | | [removed: 1,606,389] [added: 1,618,033] | | | | | | [removed: 1,571,395] [added: 1,606,389] | | |

| Definite-lived intangible assets, net | | | [removed: 1,161,621] [added: 985,812] | | | | | | [removed: 1,050,622] [added: 1,161,621] | | |

| Indefinite-lived intangible assets, net | | | [removed: 377,349] [added: 380,558] | | | | | | [removed: 368,712] [added: 377,349] | | |

| Goodwill | | | [removed: 2,691,466] [added: 2,620,911] | | | | | | [removed: 2,529,380] [added: 2,691,466] | | |

| Long-term advances | | | [removed: 623,154] [added: 520,482] | | | | | | [removed: 568,558] [added: 623,154] | | |

| Other long-term assets | | | [removed: 934,849] [added: 1,780,966] | | | | | | [removed: 724,989] [added: 934,849] | | |

| Accounts payable, client accounts | | | $ | [removed: 1,866,864] [added: 1,859,678] | | | | | $ | [removed: 1,791,025] [added: 1,866,864] | |

| Accounts payable | | | [removed: 267,493] [added: 242,978] | | | | | | [removed: 180,076] [added: 267,493] | | |

| Deferred revenue | | | [removed: 3,398,028] [added: 3,721,092] | | | | | | [removed: 3,134,800] [added: 3,398,028] | | |

| Current portion of long-term debt, net | | | [removed: 1,134,386] [added: 260,901] | | | | | | [removed: 620,032] [added: 1,134,386] | | |

| Current portion of operating lease liabilities | | | [removed: 158,421] [added: 153,406] | | | | | | [removed: 140,232] [added: 158,421] | | |

| Other current liabilities | | | [removed: 128,430] [added: 62,890] | | | | | | [removed: 68,716] [added: 128,430] | | |

| Long-term debt, net | | | [removed: 5,459,026] [added: 6,177,168] | | | | | | [removed: 5,283,467] [added: 5,459,026] | | |

| Long-term operating lease liabilities | | | [removed: 1,686,091] [added: 1,680,266] | | | | | | [removed: 1,654,525] [added: 1,686,091] | | |

| Other long-term liabilities | | | [removed: 488,159] [added: 477,763] | | | | | | [removed: 455,971] [added: 488,159] | | |

| Common stock, $0.01 par value; 450,000,000 shares authorized; [removed: 233,711,176] [added: 234,771,759] and [removed: 231,671,647] [added: 233,711,176] shares issued and [removed: 233,303,152] [added: 234,363,735] and [removed: 231,263,623] [added: 233,303,152] shares outstanding in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively | | | [removed: 2,298] [added: 2,313] | | | | | | [removed: 2,285] [added: 2,298] | | |

| Additional paid-in capital | | | [removed: 2,367,918] [added: 2,059,746] | | | | | | [removed: 2,698,316] [added: 2,367,918] | | |

| Accumulated other comprehensive income (loss) | | | [removed: 27,450] [added: (335,112)] | | | | | | [removed: (90,076)] [added: 27,450] | | |

| Total Live Nation stockholders' equity | | | [removed: (17,148)] [added: 173,263] | | | | | | [removed: (367,569)] [added: (52,305)] | | |

| Noncontrolling interests | | | [removed: 604,305] [added: 645,730] | | | | | | [removed: 461,366] [added: 604,305] | | |

| | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Direct operating expenses | | | [removed: | | |] 17,292,016 | | | | | | [removed: 12,337,524] [added: (41,486)] | | | | | | [removed: 4,355,989] [added: 17,250,530] | | |

| Selling, general and administrative expenses | | | | | | [removed: 3,557,167] [added: 4,096,424] | | | | | | [removed: 2,955,884] [added: 3,557,167] | | | | | | [removed: 1,754,822] [added: 2,955,884] | | |

| Depreciation and amortization | | | | | | [removed: 516,797] [added: 549,923] | | | | | | [removed: 449,976] [added: 516,797] | | | | | | [removed: 416,277] [added: 449,976] | | |

| Gain on disposal of operating assets | | | | | | [removed: (13,927)] [added: (11,015)] | | | | | | [removed: (32,082)] [added: (13,927)] | | | | | | [removed: (1,211)] [added: (32,082)] | | |

| Corporate expenses | | | | | | [removed: 330,817] [added: 367,629] | | | | | | [removed: 237,834] [added: 330,817] | | | | | | [removed: 160,428] [added: 237,834] | | |

| Interest expense | | | | | | [removed: 350,244] [added: 325,974] | | | | | | [removed: 278,483] [added: 350,244] | | | | | | [removed: 282,440] [added: 278,483] | | |

February 20, 2025

| | | | 2024 | | | | | | 2023 | | |

| | | | | | | | | | As Revised | | |

| Total current assets | | | 9,290,137 | | | | | | 9,533,349 | | |

| Total assets | | | $ | 19,638,771 | | | | | $ | 19,029,640 | |

| Accrued expenses | | | 3,057,334 | | | | | | 3,030,812 | | |

| Total current liabilities | | | 9,358,279 | | | | | | 9,984,434 | | |

| Redeemable noncontrolling interests | | | 1,126,302 | | | | | | 859,930 | | |

| Accumulated deficit | | | (1,546,819) | | | | | | (2,443,106) | | |

| Total equity | | | 818,993 | | | | | | 552,000 | | |

| Total liabilities and equity | | | $ | 19,638,771 | | | | | $ | 19,029,640 | |

| | | | | | | | | | | | | As Revised | | | | | | As Revised | | |

| Revenue | | | | | | $ | 23,155,625 | | | | | $ | 22,726,317 | | | | | $ | 16,681,254 | |

| Direct operating expenses | | | | | | 17,328,154 | | | | | | 17,250,530 | | | | | | 12,347,611 | | |

| Operating income | | | | | | 824,510 | | | | | | 1,084,933 | | | | | | 722,031 | | |

| Other expense (income), net | | | | | | (103,874) | | | | | | 35,274 | | | | | | 41,215 | | |

| Income before income taxes | | | | | | 739,426 | | | | | | 913,274 | | | | | | 490,524 | | |

| Income tax expense (benefit) | | | | | | (391,698) | | | | | | 209,476 | | | | | | 115,941 | | |

| Net income | | | | | | 1,131,124 | | | | | | 703,798 | | | | | | 374,583 | | |

| Net income attributable to noncontrolling interests | | | | | | 234,837 | | | | | | 146,905 | | | | | | 108,143 | | |

| Net income attributable to common stockholders of Live Nation | | | | | | $ | 896,287 | | | | | $ | 556,893 | | | | | $ | 266,440 | |

| Basic net income per common share available to common stockholders of Live Nation | | | | | | $ | 2.77 | | | | | $ | 1.35 | | | | | $ | 0.53 | |

| Diluted net income per common share available to common stockholders of Live Nation | | | | | | $ | 2.74 | | | | | $ | 1.34 | | | | | $ | 0.52 | |

| Net income attributable to common stockholders of Live Nation | | | | | | $ | 896,287 | | | | | $ | 556,893 | | | | | $ | 266,440 | |

| Convertible debt interest, net of tax | | | | | | 9,187 | | | | | | — | | | | | | — | | |

| Net income available to common stockholders of Live Nation—diluted | | | | | | $ | 647,398 | | | | | $ | 309,455 | | | | | $ | 119,670 | |

| | | | | | | | | | | | | As Revised | | | | | | As Revised | | |

| Net income | | | | | | $ | 1,131,124 | | | | | $ | 703,798 | | | | | $ | 374,583 | |

| Comprehensive income | | | | | | 768,562 | | | | | | 821,324 | | | | | | 437,307 | | |

| Comprehensive income attributable to noncontrolling interests | | | | | | 234,837 | | | | | | 146,905 | | | | | | 108,143 | | |

| Comprehensive income attributable to common stockholders of Live Nation | | | | | | $ | 533,725 | | | | | $ | 674,419 | | | | | $ | 329,164 | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 266,440 | | | | | | — | | | | | | — | | | | | | 100,344 | | | | | | 366,784 | | | | | | 7,799 | | |

| Net income | | | | | | — | | | | | | — | | | | | | — | | | | | | 556,893 | | | | | | — | | | | | | — | | | | | | 122,772 | | | | | | 679,665 | | | | | | 24,133 | | |

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

| Exercise of stock options | | | | | | 852,097 | | | | | | 8 | | | | | | 26,044 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 26,052 | | | | | | — | | |

| Repurchase of 2.0% convertible senior notes due 2025 | | | | | | — | | | | | | — | | | | | | (94,033) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (94,033) | | | | | | — | | |

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

| Acquisitions | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 56,295 | | | | | | 56,295 | | | | | | 45,357 | | |

| Purchases of noncontrolling interests | | | | | | — | | | | | | — | | | | | | (30,049) | | | | | | — | | | | | | — | | | | | | — | | | | | | (14,966) | | | | | | (45,015) | | | | | | (32,296) | | |

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

February 22, 2024

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

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

| Total current assets | | | 9,577,754 | | | | | | 8,159,522 | | |

| Total assets | | | $ | 19,074,045 | | | | | $ | 16,460,841 | |

| Accrued expenses | | | 3,006,281 | | | | | | 2,368,434 | | |

| Total current liabilities | | | 9,959,903 | | | | | | 8,303,315 | | |

| Redeemable noncontrolling interests | | | 893,709 | | | | | | 669,766 | | |

| Accumulated deficit | | | (2,407,949) | | | | | | (2,971,229) | | |

| Total equity | | | 587,157 | | | | | | 93,797 | | |

| Total liabilities and equity | | | $ | 19,074,045 | | | | | $ | 16,460,841 | |

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

| Revenue | | | | | | $ | 22,749,073 | | | | | $ | 16,681,254 | | | | | $ | 6,268,447 | |

| Operating income (loss) | | | | | | 1,066,203 | | | | | | 732,118 | | | | | | (417,858) | | |

| Loss (gain) from sale of investments in nonconsolidated affiliates | | | | | | 341 | | | | | | (448) | | | | | | (83,578) | | |

| Other expense, net | | | | | | 34,933 | | | | | | 36,827 | | | | | | 3,692 | | |

| Income (loss) before income taxes | | | | | | 894,544 | | | | | | 505,447 | | | | | | (611,267) | | |

| Net income (loss) | | | | | | 734,317 | | | | | | 409,193 | | | | | | (608,786) | | |

| Net income (loss) | | | | | | $ | 734,317 | | | | | $ | 409,193 | | | | | $ | (608,786) | |

| Comprehensive income (loss) | | | | | | 851,843 | | | | | | 467,081 | | | | | | (579,741) | | |

| Balances at December 31, 2020 | | | | | | 214,466,988 | | | | | | $ | 2,145 | | | | | $ | 2,386,790 | | | | | $ | (2,676,833) | | | | | $ | (6,865) | | | | | $ | (177,009) | | | | | $ | 338,020 | | | | | $ | (133,752) | | | | | $ | 272,449 | |

| Cumulative effect of change in accounting principle | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Exercise of stock options | | | | | | 1,337,301 | | | | | | 13 | | | | | | 12,458 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,471 | | | | | | — | | |

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

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

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

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

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

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

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

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

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

| Net income (loss) | | | $ | 734,317 | | | | | $ | 409,193 | | | | | $ | (608,786) | |

| Deferred income tax expense (benefit) | | | (44,018) | | | | | | 7,199 | | | | | | (9,639) | | |

| Loss (gain) on sale of investments in nonconsolidated affiliates | | | (979) | | | | | | 1,357 | | | | | | (83,578) | | |

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

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

Further information regarding our acquisitions for the year ended December 31, 2021 can be found in Note 2 – Acquisitions.

Deferred tax assets are reduced by valuation allowances if we believe it is more likely than not that some portion of or the entire asset will not be realized.

The Tax Cuts and Jobs Act (“TCJA”) enacted in December 2017 subjects a United States corporation to tax on its Global Intangible Low-Taxed Income (“GILTI”).

Based on their evaluation as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, [removed: 2023] [added: 2024] that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] consolidated financial statements of the Company and our report dated February [removed: 22, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

February 20, 2025

February 22, 2024

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, [removed: 2023.][added: 2024.]

| [Report of Independent Registered Public Accounting [removed: Firm](#ifcbf2c0a82124d048c19732b1e4d311b_136)] [added: Firm](#id16a83bb3b7a48f59c925134d5705b64_142)] (PCAOB ID: 42) | | | [removed: [47](#ifcbf2c0a82124d048c19732b1e4d311b_136)] [added: [48](#id16a83bb3b7a48f59c925134d5705b64_142)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022](#ifcbf2c0a82124d048c19732b1e4d311b_139)] [added: 2023](#id16a83bb3b7a48f59c925134d5705b64_145)1] | | | [removed: [49](#ifcbf2c0a82124d048c19732b1e4d311b_139)] [added: [50](#id16a83bb3b7a48f59c925134d5705b64_145)] | | |

| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 202](#ifcbf2c0a82124d048c19732b1e4d311b_145)[3](#ifcbf2c0a82124d048c19732b1e4d311b_145)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_145)[2](#ifcbf2c0a82124d048c19732b1e4d311b_145) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_145)[1](#ifcbf2c0a82124d048c19732b1e4d311b_145)] [added: 2024, 2023 and 2022](#id16a83bb3b7a48f59c925134d5705b64_151)1] | | | [removed: [50](#ifcbf2c0a82124d048c19732b1e4d311b_145)] [added: [51](#id16a83bb3b7a48f59c925134d5705b64_151)] | | |

| [Consolidated Statements of Comprehensive [removed: Income (Loss) for] [added: Income](#id16a83bb3b7a48f59c925134d5705b64_154) [for] the Years Ended December 31, [removed: 202](#ifcbf2c0a82124d048c19732b1e4d311b_148)[3](#ifcbf2c0a82124d048c19732b1e4d311b_148)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_148)[2](#ifcbf2c0a82124d048c19732b1e4d311b_148) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_148)1] [added: 2024, 2023 and 2022](#id16a83bb3b7a48f59c925134d5705b64_154)1] | | | [removed: [51](#ifcbf2c0a82124d048c19732b1e4d311b_148)] [added: [52](#id16a83bb3b7a48f59c925134d5705b64_154)] | | |

| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 202](#ifcbf2c0a82124d048c19732b1e4d311b_151)[3](#ifcbf2c0a82124d048c19732b1e4d311b_151)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_151)[2](#ifcbf2c0a82124d048c19732b1e4d311b_151) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_151)1] [added: 2024, 2023 and 2022](#id16a83bb3b7a48f59c925134d5705b64_157)1] | | | [removed: [52](#ifcbf2c0a82124d048c19732b1e4d311b_151)] [added: [53](#id16a83bb3b7a48f59c925134d5705b64_157)] | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 202](#ifcbf2c0a82124d048c19732b1e4d311b_154)[3](#ifcbf2c0a82124d048c19732b1e4d311b_154)[, 202](#ifcbf2c0a82124d048c19732b1e4d311b_154)[2](#ifcbf2c0a82124d048c19732b1e4d311b_154) [and 202](#ifcbf2c0a82124d048c19732b1e4d311b_154)1] [added: 2024, 2023 and 2022](#id16a83bb3b7a48f59c925134d5705b64_160)1] | | | [removed: [53](#ifcbf2c0a82124d048c19732b1e4d311b_154)] [added: [54](#id16a83bb3b7a48f59c925134d5705b64_160)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ifcbf2c0a82124d048c19732b1e4d311b_157)] [added: Statements](#id16a83bb3b7a48f59c925134d5705b64_163)] | | | [removed: [54](#ifcbf2c0a82124d048c19732b1e4d311b_157)] [added: [55](#id16a83bb3b7a48f59c925134d5705b64_163)] | | |

The following financial statement schedule for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] is filed as part of this report and should be read in conjunction with the consolidated financial statements.

[removed: (1)] [added: (1)] During [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

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

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

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

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

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

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

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

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

| 10.4 § | | | [Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of [removed: March 19, 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000070/lyv-8k2015610xex102.htm)] [added: March](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex101.htm) [2](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex101.htm)[1](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex101.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex101.htm)[24](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex101.htm)[.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex101.htm)] | | | 8-K | | | 001-32601 | | | [removed: 10.2] [added: 10.1] | | | [removed: 6/11/2015] [added: 6/14/2024] | | | | | | | | |

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

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

| 10.7 § | | | [Form Stock Option Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of [removed: March 19, 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000058/formstockoptionagreementli.htm)] [added: March](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex102.htm) [2](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex102.htm)[1](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex102.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex102.htm)[24](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex102.htm)[.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex102.htm)] | | | 10-Q | | | 001-32601 | | | 10.2 | | | [removed: 5/6/2021] [added: 6/14/2024] | | | | | | | | |

| 10.8 § | | | [Form Restricted Stock Award Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of [removed: March 19, 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525821000058/formrestrictedstockagreeme.htm)] [added: March](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex103.htm) [21](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex103.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex103.htm)[24](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex103.htm)[.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex103.htm)] | | | 10-Q | | | 001-32601 | | | 10.3 | | | [removed: 5/6/2021] [added: 6/14/2024] | | | | | | | | |

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

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

| 10.11 § | | | [Form of Performance Share Award Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of [removed: March 19, 2015.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000156/ex103performanceshareaward.htm)] [added: March](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex104.htm) [2](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex104.htm)[1](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex104.htm)[, 20](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex104.htm)[24](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex104.htm)[.](https://www.sec.gov/Archives/edgar/data/1335258/000133525824000107/lyv-20240613x8kxex104.htm)] | | | 8-K | | | 001-32601 | | | [removed: 10.3] [added: 10.4] | | | [removed: 12/23/2022] [added: 6/14/2024] | | | | | | | | |

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

| 10.13 § | | | [Employment Agreement, entered into July 1, 2022, by and between Live Nation Entertainment, Inc. and Michael [removed: Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex101rapinoemploymentagree.htm)] [added: Rapino.](https://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 [removed: Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex102performanceshareaward.htm)] [added: Rapino.](https://www.sec.gov/Archives/edgar/data/1335258/000133525822000114/ex102performanceshareaward.htm)] | | | 8-K | | | 001-32601 | | | 10.2 | | | 7/6/2022 | | | | | | | | |

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

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

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

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

| 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 [removed: Agent.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510179526/dex104.htm)] [added: Agent.](https://www.sec.gov/Archives/edgar/data/1335258/000119312510179526/dex104.htm)] | | | 10-Q | | | 001-32601 | | | 10.4 | | | 8/5/2010 | | | | | | | | |

| 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 [removed: Lenders.](http://www.sec.gov/Archives/edgar/data/1335258/000119312512341040/d377556dex102.htm)] [added: Lenders.](https://www.sec.gov/Archives/edgar/data/1335258/000119312512341040/d377556dex102.htm)] | | | 10-Q | | | 001-32601 | | | 10.2 | | | 8/7/2012 | | | | | | | | |

| 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 [removed: agent.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000049/lyv-2014331xex102.htm)] [added: agent.](https://www.sec.gov/Archives/edgar/data/1335258/000133525814000049/lyv-2014331xex102.htm)] | | | 10-Q | | | 001-32601 | | | 10.2 | | | 5/6/2014 | | | | | | | | |

| 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 [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1026.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1026.htm)] | | | 10-K | | | 001-32601 | | | 10.26 | | | 2/23/2017 | | | | | | | | |

| 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 [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex102.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex102.htm)] | | | 10-Q | | | 001-32601 | | | 10.2 | | | 8/9/2017 | | | | | | | | |

| 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 [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex103.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex103.htm)] | | | 10-Q | | | 001-32601 | | | 10.3 | | | 5/3/2018 | | | | | | | | |

| 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 [removed: thereto](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex1028.htm).] [added: thereto](https://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex1028.htm).] | | | 10-K | | | 001-32601 | | | 10.28 | | | 2/27/2020 | | | | | | | | |

| 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 [removed: thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex101.htm)] [added: thereto.](https://www.sec.gov/Archives/edgar/data/1335258/000133525820000150/lyv-20200630xex101.htm)] | | | 10-Q | | | 001-32601 | | | 10.1 | | | 8/5/2020 | | | | | | | | |

(1) Prior period financial statements were revised as further discussed in Part II — Financial Information—Item 8.—Financial Statements—Note 2 – Correction of Errors in Previously Reported Consolidated Financial Statements.

| Year ended December 31, 2024 | | | | | | $ | 82,350 | | | | | $ | 10,430 | | | | | $ | (22,901) | | | | | $ | 2,784 | | | | | $ | 72,663 | |

| Year ended December 31, 2024 | | | | | | $ | 1,194,374 | | | | | $ | (650,231) | | | | | $ | — | | | | | $ | 25,352 | | | | | $ | 569,495 | |

____________

| 10.31 | | | [Amendment No. 12 to the Credit Agreement, dated as of November 5, 2024, 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/1335258/000133525825000028/lyv-20241231xex1031xamendm.htm) | | | | | | | | | | | | | | | | | | X | | |

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

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

________________________

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

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

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

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

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

| 10.45 | | | [Third Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525820000028/lyv-20191231xex1043.htm) | | | 10-K | | | 001-32601 | | | 10.43 | | | 2/27/2020 | | | | | | | | |

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

| 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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | |

| 10.52 | | | [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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | |

| 10.56 | | | [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 | | | | | | | | |

| 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 | | | | | | | | |

| 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 | | |

| 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 | | | | | | | | |

| 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 | | | | | | | | |

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

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: 22, 2024.][added: 20, 2025.]

| /s/ Michael Rapino Michael Rapino | | | | | | President, Chief Executive Officer and Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Joe Berchtold Joe Berchtold | | | | | | Chief Financial Officer | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Brian Capo Brian Capo | | | | | | Chief Accounting Officer | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Maverick Carter Maverick Carter | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Ping Fu Ping Fu | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Jeffrey T. Hinson Jeffrey T. Hinson | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Chad Hollingsworth Chad Hollingsworth | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Jimmy Iovine Jimmy Iovine | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ James S. Kahan James S. Kahan | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Gregory B. Maffei Gregory B. Maffei | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Randall T. Mays Randall T. Mays | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Richard A. Paul Richard A. Paul | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |

| /s/ Latriece Watkins Latriece Watkins | | | | | | Director | | | | | | February [removed: 22, 2024] [added: 20, 2025] | | |