What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-02-22 compared with 2023-02-23 · 190 added, 204 removed, 1284 unchanged (23% of the section changed)

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Live Nation Entertainment, Inc.

To the Stockholders and the Board of Directors of Live Nation Entertainment, Inc.

Opinion on the Financial Statements

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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 accounts or disclosures to which it relates.

Acquisition of OCESA

Description of the Matter As disclosed in Note 2 to the consolidated financial statements, the Company completed its acquisition of an aggregate 51% interest in OCESA for $431.9 million on December 6, 2021.

This transaction was accounted for as a business combination.

The preliminary estimates of the fair value of intangible assets were finalized during the measurement period in 2022.

The Company allocated the purchase price to the assets acquired and liabilities assumed based on their respective fair values, including identified intangible assets of $474 million and resulting goodwill of $372 million.

Auditing the Company’s accounting for its acquisition of OCESA was complex due to the significant estimation utilized by management in developing the intangible assets’ valuation models used in the purchase price allocation.

The significant assumptions included forecasted earnings and discount rate.

These assumptions are forward-looking and could be affected by future economic and market conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of the Company’s controls over its accounting for the OCESA acquisition.

For example, we tested controls over the valuation of the identified intangible assets and resulting goodwill, including management’s review of the valuation models and significant assumptions used to develop the estimate of fair value of these assets.

To test the estimated fair value of the identified intangible assets and resulting goodwill, we performed audit procedures that included, among others, evaluating the Company’s selection of the valuation methodologies, evaluating the significant assumptions used in the valuation calculations, and testing the completeness and accuracy of the underlying data supporting the significant assumptions.

We involved our valuation specialists to assist with evaluating the methodology and significant assumptions used by management to determine the fair value estimates.

Additionally, we performed sensitivity analyses of the identified significant assumptions and compared them to current industry and market trends, the assumptions used by the Company to value similar assets in other acquisitions, as well as historical results, as applicable.

Goodwill impairment assessment

Description of the Matter As discussed in Note 1 to the consolidated financial statements, management conducts a goodwill impairment assessment annually, and when events or changes in circumstances indicate that it is more likely than not that the carrying value of a reporting unit exceeds its fair value.

For one reporting unit with goodwill of $325 million, the Company performed a quantitative assessment as part of their annual impairment assessment as of October 1, 2023.

No goodwill impairment charges were recorded for the year ended December 31, 2023.

Auditing the Company’s annual goodwill impairment test was complex due to the significant judgment in estimating the fair value of the reporting unit when a quantitative assessment of fair value is performed.

In particular, the fair value estimate was sensitive to significant assumptions, such as changes in the weighted average cost of capital and projected margins, which are affected by expectations about future market or economic conditions.

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 margin 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.

/s/ Ernst & Young LLP

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Cost of shares held in treasury ( 6,865 ) ( 6,865 )

Accumulated other comprehensive loss ( 90,076 ) ( 147,964 )

Accumulated other comprehensive income (loss) 27,450 ( 90,076 )

Total Live Nation stockholders' equity ( 17,148 ) ( 367,569 )

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Depreciation and amortization 516,797 449,976 416,277

Loss (gain) on disposal of operating assets ( 32,082 ) ( 1,211 ) 503

Gain on disposal of operating assets ( 13,927 ) ( 32,082 ) ( 1,211 )

Corporate expenses 330,817 237,834 160,428

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Interest expense 350,244 278,483 282,440

Loss on extinguishment of debt 18,504 — —

Interest income ( 237,818 ) ( 77,620 ) ( 6,625 )

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

Other expense (income), net 36,827 3,692 ( 18,807 )

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

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

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

Net income (loss) attributable to noncontrolling interests 113,207 42,118 ( 103,255 )

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 )

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Other comprehensive income (loss), net of tax:

Unrealized gain (loss) on cash flow hedge 49,529 15,204 ( 36,689 )

Realized loss on cash flow hedge 312 7,825 5,102

Unrealized gain on cash flow hedge 5,225 49,529 15,204

Realized loss (gain) on cash flow hedge ( 17,158 ) 312 7,825

Foreign currency translation adjustments 129,459 8,047 6,016

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

Comprehensive income (loss) attributable to noncontrolling interests

Comprehensive income attributable to noncontrolling interests

171,037 113,207 42,118

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

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

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

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

Divestitures — — — — — — 6 6 —

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

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Comprehensive income (loss):

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

Unrealized loss on cash flow hedge — — — — — ( 36,689 ) — ( 36,689 ) —

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

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

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

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

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

Non-cash and stock-based compensation — — 223,136 — — — — 223,136 —

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

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

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

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Comprehensive income (loss):

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

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

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

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

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

Non-cash and stock-based compensation 58 — 110,021 — — — — 110,021 —

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

Repurchase of 2.5% convertible senior notes due 2023 156,750 2 ( 27,327 ) — — — — ( 27,325 ) —

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

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

Divestitures — — — — — — — — —

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

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

Redeemable noncontrolling interests fair value adjustments — — ( 246,421 ) — — — — ( 246,421 ) 246,421

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Unrealized gain on cash flow hedge — — — — — 5,225 — 5,225 —

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

Realized gain on cash flow hedge — — — — — ( 17,158 ) — ( 17,158 ) —

Foreign currency translation adjustments — — — — — 129,459 — 129,459 —

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Depreciation 266,590 225,770 222,840

Amortization 224,206 193,437 239,312

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

Amortization of non-recoupable ticketing contract advances 83,693 79,043 74,406

Deferred income tax benefit 7,199 ( 9,639 ) ( 37,877 )

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

Amortization of debt issuance costs and discounts 16,884 16,448 37,260

Provision for uncollectible accounts receivable 68,612 ( 17,826 ) 43,076

Non-cash compensation expense 110,049 209,337 116,889

Provision for uncollectible accounts and loans receivable 78,336 68,612 ( 17,826 )

Loss on extinguishment of debt 18,504 — —

Stock-based compensation expense 115,959 110,049 209,337

Unrealized changes in fair value of contingent consideration 40,151 56,704 ( 6,732 )

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

Equity in losses earnings of nonconsolidated affiliates, net of distributions 30,522 14,912 11,189

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Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:

Decrease (increase) in accounts receivable ( 463,977 ) ( 485,211 ) 490,588

Increase in accounts receivable ( 550,670 ) ( 463,977 ) ( 485,211 )

Decrease (increase) in prepaid expenses and other assets ( 202,834 ) ( 267,945 ) 95,533

Increase (decrease) in accounts payable, accrued expenses and other liabilities 1,002,158 1,315,722 ( 1,379,461 )

Increase in accounts payable, accrued expenses and other liabilities 460,496 1,002,158 1,315,722

Increase in deferred revenue 133,023 367,617 847,949

Net cash provided by (used in) operating activities 1,832,063 1,780,568 ( 1,083,388 )

Net cash provided by operating activities 1,370,794 1,832,063 1,780,568

CASH FLOWS FROM INVESTING ACTIVITIES

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

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

Proceeds from exercise of stock options 19,264 35,775 30,618

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

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

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

There were no similar material transactions in 2021 and 2022.

We account for our business combinations under the acquisition method of accounting.

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Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items.

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

Property, Plant and Equipment

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Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for asset renewal and improvements are capitalized.

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

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

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

We test for possible impairment of property, plant and equipment whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projections of, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which could indicate that the carrying amount of the asset may not be recoverable.

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These assets are stated at cost or fair value at the date of acquisition.

Indefinite-lived intangibles consist of trade names which are not subject to amortization.

Indefinite-lived intangibles consist of trade names and cryptocurrency assets which are not subject to amortization.

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

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For the years ended December 31, 2023, 2022 and 2021, there were no significant impairment charges.

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

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

We test for possible impairment of indefinite-lived intangible assets at least annually.

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If any reporting units are concluded to be more likely than not impaired, or if that conclusion cannot be determined qualitatively, a second step is performed for that reporting unit utilizing a quantitative approach.

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

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

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

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

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

For the years ended December 31, 2022 and 2021, as part of our annual test for impairment, all of our reporting units with goodwill were assessed under the initial qualitative evaluation and did not advance to the quantitative analysis.

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Revenue Recognition

Revenue from the promotion or production of an event in our Concerts segment is recognized when the show occurs.

Revenue from the promotion or production of an event in our Concerts segment is recognized when the event occurs.

Consideration collected in advance of the event is recorded as deferred revenue until the event occurs.

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Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally.

For the year ended December 31, 2022 and 2021, we recorded net foreign currency transaction losses of $ 55.8 million and $ 20.6 million, respectively.

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

For the year ended December 31, 2023, 2022 and 2021, we recorded net foreign currency transaction los ses of $ 74.5 million , $ 55.8 million and $ 20.6 million, respectively.

Advertising Expense

We record advertising expense in the year that it is incurred.

Throughout the year, general advertising expenses are recognized as they are incurred, but event-related advertising for concerts is recognized once the show occurs.

Throughout the year, general advertising expenses are recognized as they are incurred, but event-related advertising for concerts is recognized once the event occurs.

If an event is rescheduled into the following year, the advertising costs are expensed in the period the event is rescheduled.

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Advertising expenses of $ 706.2 million, $ 588.0 million and $ 260.8 million for the years ended December 31, 2023, 2022 and 2021, respectively, were recorded as a component of direct operating expenses.

Advertising expenses of $ 32.0 million, $ 18.1 million and $ 14.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, were recorded as a component of selling, general and administrative expenses.

Advertising expenses of $ 47.7 million, $ 32.0 million and $ 18.1 million for the years ended December 31, 2023, 2022 and 2021, respectively, were recorded as a component of

selling, general and administrative expenses.

Direct Operating Expenses

Direct operating expenses include artist fees, show-related marketing and advertising expenses, rent expense for events in third-party venues, credit card fees, telecommunication and data communication costs associated with our call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and salaries and wages related to seasonal employees at our venues along with other costs, including ticket stock and shipping.

Direct operating expenses include artist fees, event-related marketing and advertising expenses, rent expense for events in third-party venues, credit card fees, telecommunication and data communication costs associated with our call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and salaries and wages related to seasonal employees at our venues along with other costs, including ticket stock and shipping.

These costs are primarily variable in nature.

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The adoption did not have a material effect on our consolidated statements of operations or consolidated statements of cash flows.

In October 2021, the FASB issued accounting standards update 2021-08, Business Combinations (Topic 805):

Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers.

We adopted this guidance on January 1, 2023.

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

NOTE 2— ACQUISITIONS

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

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

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

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

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

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On December 6, 2021, we completed our acquisition of an aggregate 51 % of the capital stock of OCESA (the “Acquisition”) for $ 431.9 million, subject to certain adjustments.

OCESA is one of the most prominent live event businesses globally with a robust business portfolio in ticketing, sponsorship, concession, merchandise, and venue operation across Mexico and Latin America.

OCESA is one of the most prominent live event businesses globally with a robust business portfolio in ticketing, sponsorship, concession, merchandise, and venue operations across Mexico and Latin America.

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

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Construction in progress 317,028 244,618

3,339,618 2,820,127

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

accumulated depreciation 1,794,191 1,851,955

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

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

Definite-lived Intangible Assets

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contracts Venue management & leaseholds Trademarks

rights Technology Other (1)

rights Technology and Other (1)

(in thousands)

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Acquisitions—prior year ( 7,435 ) 255,086 ( 92,290 ) 7,007 318 162,686

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

Foreign exchange

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( 75,369 ) ( 93,290 ) ( 14,277 ) ( 18,382 ) ( 15,534 ) ( 216,852 )

Dispositions — 751 — — — — 751

Foreign exchange

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(2) Other primarily includes netdowns of fully amortized or impaired assets.

Included in the current year acquisitions amounts above for 2023 are definite-lived intangible assets primarily associated with the acquisitions of certain venue and artist management businesses located in the United States, a concert and festival promotion business in Australia, a promotion business in South America, as well as additions for music publishing rights.

Included in the current year acquisitions amounts above for 2022 are definite-lived intangible assets primarily associated with the acquisitions of a concert promotion business located in Germany, a ticketing business located in Thailand as well as a concert promotion business, a sports management business and a venue management business, which are all located in the United States.

Included in the current year acquisition amounts above for 2021 and prior year acquisition amounts for 2022 are definite-lived intangible assets primarily associated with the acquisition of OCESA.

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

The additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:

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Client/vendor relationships 4 4

Trademarks and naming rights 0 10

Technology (1)

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Indefinite-lived Intangibles

We have indefinite-lived intangible assets which consist of trade names.

We have indefinite-lived intangible assets which consist of trade names and cryptocurrency assets.

These indefinite-lived intangible assets had a carrying value of $ 377.3 million and $ 368.7 million as of December 31, 2023 and 2022, respectively.

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Net $ 1,004,216 $ 1,012,530 $ 674,720 $ 2,691,466

Included in the current year acquisitions amounts above for 2022 are goodwill primarily associated with the acquisitions of a concert promotion business located in Germany and a concert promotion business located in the United States.

Included in the current year acquisitions amounts above for 2021 and prior year acquisitions for 2022 are goodwill primarily associated with the acquisition of OCESA.

Included in the current year acquisitions amounts above for 2023 is goodwill primarily associated with the acquisitions of certain venue and festival promotion businesses located in the United States and Europe as well as a promotion business in South America.

Included in the current year acquisitions amounts above for 2022 is goodwill primarily associated with the acquisitions of concert promotion businesses located in Germany and the United States.

Included in the prior year acquisitions above for 2022 is goodwill primarily associated with the acquisition of OCESA.

See Note 2 – Acquisitions for further discussion.

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Investments in Nonconsolidated Affiliates

During the year ended December 31, 2022, there were no significant sales of investments in nonconsolidated affiliates.

During the year ended December 31, 2023 and 2022, there were no significant sales of investments in nonconsolidated affiliates.

During the year ended December 31, 2021, we sold certain investments in nonconsolidated affiliates for $ 110.2 million in cash and noncash consideration resulting in a gain on sale of investments in nonconsolidated affiliates of $ 83.6 million.

We entered into certain agreements whereby we received equity in the counterparty to those agreements primarily in exchange for providing sponsorship and marketing programs and support.

We recognized $ 7.5 million and $ 25.0 million of noncash additions to investments in nonconsolidated affiliates for the years ended December 31, 2022 and 2021, respectively, which are included in other long term assets on our consolidated balance sheets associated with these agreements.

NOTE 4— LEASES

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Net lease cost $ 472,812 $ 417,050

Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables, while others include periodic adjustments to rent obligations based on the prevailing inflationary index or market rental rates.

Contingent rent obligations are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved.

Our variable and short-term lease cost has increased during the year ended December 31, 2022 as compared to the previous year due to the resumption of concert events and festivals in the second half of 2021.

Many of our leases contain contingent rent obligations based on revenue, tickets sold or other variables.

Contingent rent obligations, including those related to subsequent changes in the prevailing index or market rate after lease inception, are not included in the initial measurement of the lease asset or liability and are recorded as rent expense in the period that the contingency is resolved.

Supplemental cash flow information for our operating leases is as follows:

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As of December 31, 2023, we have additional operating leases that have not yet commenced with total lease payments of $ 113.3 million.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from February 2023 to June 2030 with lease terms ranging from 2 to 40 years.

These operating leases, which are not included on our consolidated balance sheets, have commencement dates ranging from January 2024 to June 2030 with lease terms ranging from 2 to 30 years.

NOTE 5— LONG-TERM DEBT

In January 2023, we issued $ 1.0 billion principal amount of 3.125 % convertible senior notes due 2029.

In February 2023, we amended our senior secured credit facility and in November 2023, we further amended our senior secured credit facility to a $ 1.3 billion revolving credit facility in addition to the existing $ 950 million term loan B facility.

Long-term debt, which includes finance leases, consisted of the following:

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Term loan B 836,903 845,644

Revolving credit facility 370,000 —

6.5% Senior Secured Notes due 2027 1,200,000 1,200,000

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2.0% Convertible Senior Notes due 2025 400,000 400,000

3.125% Convertible Senior Notes due 2029 1,000,000 —

Other long-term debt 511,210 252,199

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Amended Senior Secured Credit Facility

In April and July 2020, we amended our senior secured credit facility and now have (i) a $ 400 million term loan A facility, (ii) a $ 950 million term loan B facility, (iii) a $ 500 million revolving credit facility and (iv) a $ 130 million incremental revolving credit facility.

In addition, subject to certain conditions, we have the right to increase such facilities by an amount equal to the sum of (x) $ 425 million during the Restricted Period and $ 855 million after the Restricted Period, (y) the aggregate principal amount of voluntary prepayments of the term loan A and term loan B and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) except during the Restricted Period, additional amounts so long as the senior secured leverage ratio calculated on a pro-forma basis (as defined in the agreement) is no greater than 3.75 x.

The combined revolving credit facilities provide for borrowings up to $ 630 million with sublimits of up to (i) $ 150 million for the issuance of letters of credit, (ii) $ 50 million for swingline loans, (iii) $ 300 million for borrowings in Dollars, Euros or British Pounds and (iv) $ 100 million for borrowings in those or one or more other approved currencies.

The amended senior secured credit facility is secured by a first priority lien on substantially all of the tangible and intangible personal property of LNE and LNE’s domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65 % of each class of capital stock of any first-tier foreign subsidiaries, subject to certain exceptions.

The interest rates per annum applicable to revolving credit facility loans and the term loan A under the amended senior secured credit facility are, at our option, equal to either Eurodollar plus 2.25 % or a base rate plus 1.25 %.

The interest rates per annum applicable to the term loan B are, at our option, equal to either Eurodollar plus 1.75 % or a base rate plus 0.75 %.

The interest rates per annum applicable to the incremental revolving credit facility are, at our option, equal to either Eurodollar plus 2.5 % or a base rate plus 1.5 %.

We are required to pay a commitment fee of 0.5 % per year on the undrawn portion available under the revolving credit facility and delayed draw term loan A, 1.75 % per year on the undrawn portion available under the incremental revolving credit facility and variable fees on outstanding letters of credit.

For the term loan A, we are required to make quarterly payments increasing over time from $ 2.5 million to $ 5.0 million with the balance due at maturity in October 2024.

In February 2023, we amended our senior secured credit facility.

The amendments provide for, among other things:

(i) replacement of the benchmark reference rate of the Eurodollar Rate (as defined in the Credit Agreement) with the Term SOFR Rate for borrowings denominated in U.S.

Dollars and for each Alternative Currency (as defined in the Credit Agreement), a corresponding reference rate, as set forth in the Amended Credit Agreement, (ii) deletion of the provisions regarding Canadian bankers’ acceptances, and (iii) the addition of our ability to draw letters of credit in Canadian Dollars.

In November 2023, we further amended our senior secured credit facility and now have a $ 1.3 billion revolving credit facility in addition to the existing $ 950 million term loan B facility.

The new $ 1.3 billion revolving credit facility refinanced our existing $ 630 million revolving credit facilities and we drew down $ 370 million at closing to repay in full our outstanding principal of $ 367.5 million delayed draw term A loan facility and related accrued interest and fees.

The delayed draw term A loan facility was permanently retired upon being repaid in full.

The new revolving credit facility provides for borrowings of up to $ 1.3 billion with a $ 250 million sublimit for the issuance of letters of credit and a $ 100 million for swingline borrowings.

The new revolving credit facility allows for a $ 780 million sublimit for borrowings in U.S.

Dollars, Euros, or Sterling, and a $ 260 million sublimit for borrowings in those or one or more other approved non-U.S.

The new revolving credit facility will be available to us and, if designated in the future, certain of our foreign subsidiaries.

The Amended Credit Agreement provides for the right, subject to certain conditions, to increase the term B loan and revolving facilities by an amount not to exceed an amount equal to the sum of (x) $ 1.625 billion, (y) the aggregate principal amount of voluntary prepayments of the term B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and (z) additional amounts so long as the senior secured leverage ratio, on a pro-forma basis after giving effect to such increase, is no greater than 4.50 x.

Our obligations under the Amended Credit Agreement will continue to be guaranteed by the majority of our direct and indirect domestic subsidiaries, subject to certain exceptions, and the obligations of the foreign subsidiary borrowers, if any, will be guaranteed by us, the majority of our direct and indirect domestic subsidiaries, and by certain of our wholly-owned foreign subsidiaries.

The obligations under the Amended Credit Agreement and the guarantees will continue to be secured by a lien on substantially all of our tangible and intangible personal property and the domestic subsidiaries that are guarantors, and by a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65 % of each class of capital stock of any first-tier foreign subsidiaries and, if there are any foreign borrowers, by certain of the assets of such foreign borrowers and certain foreign subsidiaries, subject to limited exceptions.

The interest rates per annum applicable to the revolving credit facility under the amended senior secured credit facility are, at our option, equal to either Term SOFR plus 1.75 % or a base rate (as defined in the Credit Agreement) plus 0.75 %.

The interest rates per annum applicable to the term loan B are, at our option, equal to either Term Benchmark Loans or RFR Loans (as defined in the Credit Agreement) plus 1.75 % or a base rate plus 0.75 %.

We have an interest rate swap agreement that ensures the interest rate on $ 500 million principal amount of our outstanding term loan B does not exceed 3.445 % through October 2026.

For the term loan B, we are required to make quarterly payments of $ 2.4 million with the balance due at maturity in October 2026.

Both the existing and incremental revolving credit facilities mature in October 2024.

We are also required to make mandatory prepayments of the loans under the amended credit agreement, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.

There were no borrowings under the revolving credit facilities as of December 31, 2022.

Based on our outstanding letters of credit of $ 51.3 million, $ 578.7 million was available for future borrowings from our revolving credit facilities.

Subsequent to December 31, 2022, we amended our senior secured credit facility.

Refer to Note 16 – Subsequent Events for further details.

We are also required to make mandatory prepayments of the loan, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.

We are required to pay a commitment fee of 0.35 % per year on the undrawn portion available under the revolving credit facility and variable fees on outstanding letters of credit.

Based on our outstanding letters of credit of $ 31.6 million, $ 898.4 million was available for future borrowings from our revolving credit facility as of December 31, 2023.

The revolving credit facility matures on November 16, 2028, provided, that if (x) any of the term loan B, our 6.5 % Senior Secured Notes due 2027, or our 4.75 % Senior Notes due 2027 remain outstanding on the date that is ninety-one days prior to the stated maturity thereof in an aggregate principal amount in excess of $ 500 million and (y) our consolidated free cash on such date is less than the sum of such outstanding principal amount plus $ 500 million, then the maturity date of the amended senior secured credit facility will instead be such date.

On February 9, 2024, we repaid $ 250 million of principal related to our revolving credit facility.

No material gain or loss was recorded as a result of this repayment.

6.5% Senior Secured Notes Due 2027

In May 2020, we issued $ 1.2 billion principal amount of 6.5 % senior secured notes due 2027.

At December 31, 2023, we had $ 1.2 billion principal amount of 6.5 % senior secured notes due 2027.

Interest on the notes is payable semi-annually in cash in arrears on May 15 and November 15 of each year and the notes will mature on May 15, 2027.

We may redeem some or all of the notes, at any time prior to May 15, 2023, at a price equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a “make-whole” premium.

We may redeem up to 35 % of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to May 15, 2023, at a price equal to 106.5 % of the aggregate principal amount, plus accrued and unpaid interest thereon, if any, to the date of redemption.

In addition, on or after May 15, 2023 we may redeem some or all of the notes at any time at redemption prices starting at 104.875 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

On or after May 15, 2023 we may redeem some or all of the notes at any time at redemption prices starting at 104.875 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

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3.75% Senior Secured Notes due 2028

In January 2021, we issued $ 500 million principal amount of 3.75 % senior secured notes due 2028.

At December 31, 2023, we had $ 500 million principal amount of 3.75 % senior secured notes due 2028.

Interest on the notes is payable semi-annually in cash in arrears on January 15 and July 15 of each year and began on July 15, 2021, and the notes will mature on January 15, 2028.

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At December 31, 2023, we had $ 575 million principal amount of 4.875 % senior notes due 2024.

Interest on the notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year, and will mature on October 15, 2027.

We may redeem some or all of the notes, at any time prior to October 15, 2022, at a price equal to 100 % of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium.

We may redeem up to 35 % of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to October 15, 2022, at a price equal to 104.750 % of the aggregate principal amount, plus accrued and unpaid interest thereon, if any, to the date of redemption.

In addition, on or after October 15, 2022, we may redeem some or all of the notes at any time at redemption prices starting at 103.563 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

4.875% Senior Notes Due 2024

At December 31, 2022, we had $ 575 million principal amount of 4.875 % senior notes due 2024.

Interest on the notes is payable semiannually in cash in arrears on May 1 and November 1 of each year, and the notes will mature on November 1, 2024.

In addition, on or after November 1, 2019, we may redeem some or all of the notes at any time at redemption prices starting at 103.656 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

On or after November 1, 2019, we may redeem some or all of the notes at any time at redemption prices starting at 103.656 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

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Interest on the notes is payable semiannually in cash in arrears on March 15 and September 15 of each year, and the notes will mature on March 15, 2026.

We may redeem some or all of the notes at any time prior to March 15, 2021 at a price equal to 100 % of the principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium.

We may redeem up to 35 % of the aggregate principal amount of the notes from proceeds of certain equity offerings prior to March 15, 2021, at a price equal to 105.625 % of the aggregate principal amount being redeemed, plus any accrued and unpaid interest thereon to the date of redemption.

In addition, on or after March 15, 2021, we may redeem some or all of the notes at any time at redemption prices that start at 104.219 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

On or after March 15, 2021, we may redeem some or all of the notes at any time at redemption prices that start at 104.219 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus any accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

4.75% Senior Notes Due 2027

At December 31, 2023, we had $ 950 million principal amount of 4.75 % senior notes due 2027.

Interest on the notes is payable semi-annually in cash in arrears on April 15 and October 15 of each year, and will mature on October 15, 2027.

On or after October 15, 2022, we may redeem some or all of the notes at any time at redemption prices starting at 103.563 % of their principal amount, plus any accrued and unpaid interest to the date of redemption.

We must make an offer to redeem the notes at 101 % of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if we experience certain defined changes of control.

2.0% Convertible Senior Notes Due 2025

At December 31, 2023, we had $ 400 million principal amount of 2.0 % convertible senior notes due 2025.

The notes pay interest semiannually in arrears on March 15 and September 15 of each year, at a rate of 2.5 % per annum.

The notes will mature on March 15, 2023, and may not be redeemed by us prior to the maturity date.

The notes will be convertible, under certain circumstances, until December 15, 2022, and on or after such date without condition, at an initial conversion rate of 14.7005 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 54.4 % conversion premium based on the last reported sale price for our common stock of $ 44.05 on March 19, 2018 prior to issuing the debt.

Upon conversion, the notes may be settled in shares of common stock or, at our election, cash or a combination of cash and shares of common stock.

Assuming we fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 8.1 million.

If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100 % of the principal amount of the notes plus any accrued and unpaid interest.

The carrying amount of the equity component of the notes is $ 64.0 million, which is treated as a debt discount and the principal amount of the liability component (face value of the notes) is $ 550 million.

As of December 31, 2022, the debt discount balance was fully amortized and the value of the notes, if converted and fully settled in shares, exceeds the principal amount of the notes by $ 13.9 million.

As of December 31, 2022, the effective interest rate on the liability component of the notes was 5.7 %.

Subsequent to December 31, 2022, we repurchased $ 440.0 million of the principal amount of the 2.5 % convertible senior notes due 2023.

Refer to Note 16 – Subsequent Events for further details.

2.0% Convertible Senior Notes Due 2025

In February 2020, we issued $ 400 million principal amount of 2.0 % convertible senior notes due 2025.

Interest on the notes is payable semiannually in arrears on February 15 and August 15, at a rate of 2.0 % per annum.

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The carrying amount of the equity component of the notes is $ 33.9 million, which is treated as a debt discount, and the principal amount of the liability component (face value of the notes) is $ 400 million.

As of December 31, 2022, the remaining period for the unamortized debt discount balance of $ 14.1 million was approximately two years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes.

As of December 31, 2022, the effective interest rate on the liability component of the notes was 4.2 %.

The following table summarizes the amount of pre-tax interest cost recognized on the convertible senior notes:

As of December 31, 2023, the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes.

3.125% Convertible Senior Notes due 2029

In January 2023, we issued $ 1.0 billion principal amount of 3.125 % convertible senior notes due 2029 (the “2029 Notes”).

Interest on the 2029 Notes is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2023, at a rate of 3.125 % per annum.

The notes will mature on January 15, 2029.

The notes will be convertible, under certain circumstances, until October 15, 2028, and on or after such date without condition, at an initial conversion rate of 9.2259 shares of our common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 50 % conversion premium based on the last reported sale price for our common stock of $ 72.26 on January 9, 2023 prior to issuing the debt.

Upon conversion, the notes may be settled in, at our election, shares of common stock or cash or a combination of cash and shares of common stock.

Assuming we fully settle the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is 13.8 million as of December 31, 2023.

We may redeem for cash all or any portion of the notes, at our option, on or after January 21, 2026 and before the 41st scheduled trading day before the maturity date, if the sales price of our common stock reaches specified targets as defined in the indenture.

The redemption price will equal 100 % of the principal amount of the notes plus accrued interest, if any.

If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the 2029 Notes may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100 % of the principal amount of the notes plus accrued and unpaid interest, if any.

As of December 31, 2023, the remaining period for the unamortized debt issuance costs balance of $ 13.3 million was approximately five years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes.

As of December 31, 2023, the effective interest rate on the notes was 3.4 %.

In connection with the issuance of the 2029 Notes, we entered into privately negotiated capped call transactions with several counterparties.

The cap price of the capped call transactions is initially $ 144.52 , which represents a premium of 100 % over the last reported sale price of the Company’s common stock on January 9, 2023.

The cost of the capped call transactions was $ 75.5 million and was charged to additional paid-in capital.

Interest Cost on Convertible Senior Notes

The following table summarizes the amount of pre-tax interest cost recognized on the convertible senior notes due 2025 and 2029 for the year ended December 31, 2023 and convertible senior notes due 2023 and 2025 for the years ended December 31, 2022 and 2021:

Year Ended December 31,

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Amortization of debt discount (1)

— 20,883 19,260

Amortization of debt issuance costs 3,912 3,710 3,330

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___________________

(1) There was no amortization of debt discount for the year ended December 31, 2022 due to the adoption of ASU 2020-06 as of January 1, 2022.

(1) There was no amortization of debt discount for the years ended December 31, 2023 and 2022 due to the adoption of ASU 2020-06 as of January 1, 2022.

Debt Extinguishment

In conjunction with the issuance of the 2029 Notes, we used approximately $ 485.8 million of the net proceeds to repurchase $ 440.0 million aggregate principal amount of the 2.5 % convertible senior notes due 2023 resulting in a loss on extinguishment of debt of $ 18.5 million and a charge to additional paid-in capital for the induced conversion of $ 27.3 million.

On March 15, 2023, we redeemed the remaining $ 110.0 million aggregate principal amount of the 2.5 % convertible senior notes and issued 156,750 common shares of stock.

Other Long-term Debt

As of December 31, 2022, other long-term debt includes $ 120.4 million for a Euro denominated note due in 2024, debt to noncontrolling interest partners of $ 54.2 million and capital leases of $ 4.2 million.

As of December 31, 2023, other long-term debt includes $ 275.0 million for debt due in 2026 acquired as part of an acquisition of a controlling interest in a venue business in the United States during the first quarter of 2023, $ 126.7 million for a Euro denominated note due in 2024, debt to noncontrolling interest partners of $ 31.6 million and capital leases of $ 6.2 million.

Our other long-term debt has a weighted average cost of debt of 4.2 % and maturities at various dates through September 2050.

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Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable.

The amended senior secured credit facility agreement has one covenant, measured quarterly, that relates to net leverage.

We are required to maintain a ratio of consolidated total net debt to consolidated EBITDA (both as defined in the amended credit agreement) for the trailing four consecutive quarters of 6.75 x through September 30, 2022 with step downs to 6.25 x on December 31, 2022, 5.75 x on December 31, 2023, 5.50 x on December 31, 2024 and 5.25 x on June 30, 2025 through maturity, except that calculations of consolidated EBITDA (as defined in the agreement) was substituted with an annualized consolidated EBITDA (as defined in the agreement) through June 30, 2022.

The amended senior secured credit facility agreement has one financial covenant, measured quarterly, that relates to net leverage.

We are required to maintain a ratio of consolidated total net debt to consolidated EBITDA (both as defined in the Credit Agreement) for the trailing four consecutive quarters of 6.75 x through December 31, 2024 with step downs to 6.25 x on March 31, 2025, 5.75 x on March 31, 2026 and 5.25 x on March 31, 2027 through maturity.

For purposes of calculating consolidated total net debt, the amended senior credit facility permits us to deduct the lesser of $ 500 million and our consolidated free cash from consolidated total funded debt (both as defined in the Credit Agreement).

The indentures governing our 6.5 % senior secured notes, 3.75 % senior secured notes, 4.75 % senior notes, 4.875 % senior notes and 5.625 % senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis.

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We may also enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income.

At December 31, 2022 and 2021, we had forward currency contracts and options outstanding with notional amounts of $ 169.3 million and $ 100.4 million, respectively.

These instruments have not been designated as hedging instruments and any change in fair value is reported in earnings during the period of the change.

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Amounts are deferred in other comprehensive loss and reclassified into earnings in the same line item associated with the forecasted transaction in the period or periods during which the hedged transaction affects earnings.

During the year ended December 31, 2022, we recorded unrealized gains of $ 49.5 million, as a component of other comprehensive loss related to this hedge.

Based on the current interest rate expectations, we estimate that approximately $ 16.4 million in other comprehensive income will be reclassified into earnings in the next 12 months as an adjustment to interest expense.

See Note 7 – Fair Value Measurements for further discussion and disclosure of the fair values for this interest rate swap derivative.

We do not enter into derivative instruments for speculative or trading purposes and do not anticipate any significant recognition of derivative activity through the income statement in the future related to the instruments currently held.

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Cash equivalents $ 580,126 $ — $ — $ 580,126 $ 503,964 $ — $ — $ 503,964

Interest rate swap

Interest rate swaps

— 39,232 — 39,232 — 41,515 — 41,515

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Total $ 580,991 $ 39,388 $ — $ 620,379 $ 507,837 $ 43,045 $ — $ 550,882

Interest rate swap

Equity awards

$ — $ — $ 5,938 $ 5,938 $ — $ — $ — $ —

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Fair values for cash equivalents are based on quoted prices in an active market.

The fair value for our interest rate swap is based upon inputs corroborated by observable market data with similar tenors.

Fair values for forward currency contracts are based on observable market transactions of spot and forward rates.

The fair value of our investments in nonconsolidated affiliates are based quoted prices in an active market.

The fair value for our interest rate swap is based upon inputs corroborated by observable market data with similar tenors.

Certain equity awards are based on the Company’s annual performance goals and achievement criteria.

These awards are accounted for as liability-classified awards under GAAP and have performance goals that, if met, are vested quarterly over a period of up to two years, with the number of shares of common stock determined based on the Company’s grant date stock price.

Certain third parties have a put option to sell to us their noncontrolling interest in one of our subsidiaries and such put option is carried at fair value using Level 3 inputs.

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2.0% Convertible Senior Notes due 2025 $ 423,668 $ 397,536

3.125% Convertible Senior Notes due 2029 $ 1,136,160 $ —

The estimated fair value of our third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs.

Non-recurring

During 2022, there were no significant non-recurring fair value measurements.

During 2023 and 2022, there were no significant non-recurring fair value measurements.

During 2021, we recorded a gain related to investments in nonconsolidated affiliates of $ 23.7 million, as a component of other expense, net.

The gain was related to the acquisition of a controlling interest in the ticketing business of OCESA on December 6, 2021, which was previously accounted for under the equity method.

To calculate the gains, we remeasured this investment to fair value of $ 50 million using a market multiple methodology.

To calculate the gain, we remeasured this investment to fair value of $ 50 million using a market multiple methodology.

The key inputs in the fair value measurement include a future cash flow projection, including revenue, profit margins, market multiples and adjustment related to discount for lack of marketability.

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The appeals were heard in early February 2023.

In July 2023, the Court of Appeal for British Columbia issued its ruling, finding that the trial court erred by certifying common issues related to damages in the absence of any evidence supporting a plausible methodology to determine damages on a class-wide basis and remitted the matter back to the motion judge to reconsider his ruling.

The Court of Appeal also allowed plaintiff’s cross-appeal in part, certified plaintiff’s proposed common issue regarding restoration, and remitted the plaintiff’s proposed common issues regarding his Competition Act and Unjust Enrichment claims to the motion judge for reconsideration.

In September 2023, Ticketmaster and Live Nation filed an application for leave to appeal the Court of Appeal decision to the Supreme Court of Canada.

The court in the Watch matter issued its class certification ruling in November 2022.

The court declined to certify and dismissed all claims other than those pled under provincial consumer protection statutes relating to drip pricing and certified a class of consumers who purchased tickets between September 2015 and June 2018 from Ticketmaster.ca on the primary market.

In December 2022, the parties filed cross-notices of appeal of the court’s ruling.

The class certification hearing in the Thompson-Marcial matter is scheduled for April 2023.

In December 2022, the parties filed cross-motions with the Court of Appeal for Saskatchewan, seeking leave to appeal the court’s ruling.

A hearing on the parties’ motions for leave to appeal took place in March 2023, and in July 2023, the Court of Appeal granted leave to appeal to both parties.

The appeals are fully briefed, and a hearing is scheduled for April 2024.

The class certification hearing in the Thompson-Marcial matter has been scheduled for March 2024.

The McPhee matter is stayed pending the outcome of the Watch matter.

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Pursuant to a February 2022 order of the state Multidistrict Litigation Panel, matter 21-1033, the civil cases have been assigned to Judge Kristen Hawkins of the 11th District Court of Harris County, Texas, for oversight of pretrial matters under Texas’s rules governing multidistrict litigation.

Discovery is underway.

Confidential settlements were reached with the families of three of the deceased plaintiffs in August through December 2022.

In June 2023, the Houston Police Department concluded its investigation, and a Grand Jury was empaneled to determine whether criminal charges should be brought against any persons or entities involved in the festival.

The Grand Jury returned no indictments, and the criminal matter is now complete.

Discovery in the civil litigation is underway.

Confidential settlements have been reached with the families of four of the deceased plaintiffs.

Discovery is underway for the civil litigation, including for the remaining fatality cases, and the first trial is scheduled to begin in May 2024.

We are currently unable to reliably predict the developments in, outcome of, and economic costs and other consequences of pending or future litigation related to these matters.

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Transactions Involving Related Parties

The following table provides details of the total revenue earned and expenses incurred from all related-party transactions:

Year Ended December 31,

2022 2021 2020

(in thousands)

Related-party revenue $ 14,085 $ 10,736 $ 482

Related-party expenses $ 2,392 $ 1,580 $ 1,009

Related-party acquisition related $ — $ 3,000 $ —

The significant related-party transactions included in the table above are detailed below.

The were no significant related-party transactions for certain relationships discussed below.

Liberty Media

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These directors receive directors’ fees and stock-based awards on the same basis as other non-employee members of our board of directors.

We lease a venue from, and provide ticketing services to, a sports franchise owned by Liberty Media and pay royalty fees and non-recoupable ticketing contract advances to the sports franchise.

We also receive transaction fees from the sports franchise for tickets the sports franchise sells using our ticketing software.

Our Chief Executive Officer became a member of the board of Legends Hospitality Holding Company, LLC (“Legends”) in February 2015.

In 2017, our President and Chief Financial Officer assumed this role from the Chief Executive Officer.

Legends provides concession services to certain of our owned or operated amphitheaters.

We receive fees based on concession sales at each of the amphitheaters.

In January 2021, our President and Chief Financial Officer resigned as a board member of Legends.

Atlanta Braves

One current member of our board of directors is the Chairman of the Board, President and Chief Executive Officer of Atlanta Braves Holdings, Inc.

(“Atlanta Braves”).

We lease a venue from, and provide ticketing services to the Atlanta Braves and pay royalty fees and non-recoupable ticketing contract advances.

We also receive transaction fees for tickets the Atlanta Braves sells using our ticketing software.

Our Chief Executive Officer is a member of the board of directors of Sirius XM Holdings Inc.

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

The domestic income (loss) before income taxes was $ 217.0 million, $( 401.4 ) million and $( 1.5 ) billion for 2022 , 2021 and 2020 , respectively.

The domestic income (loss) before income taxes was $ 237.5 million, $ 217.0 million and $( 401.4 ) million for 2023 , 2022 and 2021 , respectively.

Foreign income (loss) before income taxes was $ 657.0 million, $ 288.4 million and $( 209.9 ) million for 2023, 2022 and 2021, respectively.

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During 2023 and 2022, we recorded net deferred tax liabilities of $ 281.9 million and $ 275.3 million, respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations.

The increase in intangible assets deferred tax liability is primarily due to the OCESA acquisition.

As of December 31, 2023, we have United States federal, state and foreign deferred tax assets related to net operating loss carryforwards of $ 268.5 million, $ 140.9 million and $ 402.6 million, respectively.

Based on current statutory carryforward periods, the operating loss carryforwards will expire on various dates beginning in 2025.

Our federal net operating loss may be subject to statutory limitations on the amount that can be used in any given year.

Our net operating loss may be subject to statutory limitations on the amount that can be used in any given year.

The reconciliation of income tax computed at the United States federal statutory rates to income tax expense (benefit) is:

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Amounts included in differences between foreign and United States statutory rates are impacted by changes in the mix of international earnings subject to various tax rates which can differ greatly in their proximity to the United States statutory rate.

Amounts included in United States income inclusions and exclusions include the favorable impact of tax deductions for vesting of restricted stock awards and exercises of stock options.

Amounts included in non-United States income inclusions and exclusions include the favorable inclusion of Mexico’s income from subsidiaries.

Amounts included in United States income inclusions and exclusions include unfavorable inclusions for GILTI under the provisions associated with the TCJA.

Nondeductible items for all years presented include the impact of increased nondeductible expenses pursuant to the provisions of the TCJA including nondeductible executive compensation.

The 2020 nondeductible expenses also include adjustments for nondeductible noncontrolling interest.

The 2022 nondeductible expenses also include nondeductible items associated with our recent acquisition of OCESA.

The change in valuation allowance for each period presented resulted primarily from changes in the income (loss) within jurisdictions with full valuation allowances, including the United States.

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Interest and penalties for prior years 1,063 160 36

Decrease for prior year positions — — ( 2,109 )

Expiration of applicable statute of limitations — — —

Settlements for prior year positions ( 379 ) ( 141 ) ( 1,435 )

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Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs

— ( 289 ) ( 7,667 )

Net transfers of noncontrolling interests ( 100,940 ) ( 64,601 ) ( 399 )

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The following table presents changes in the components of AOCI, net of taxes, for the years ended December 31, 2023, 2022 and 2021:

Loss on Cash Flow Hedges Foreign Currency Items Total

Cash Flow Hedges Foreign Currency Items Total

(in thousands)

Balance at December 31, 2020 ( 31,587 ) ( 145,422 ) ( 177,009 )

Other comprehensive income (loss) before reclassifications ( 36,689 ) 291 ( 36,398 )

Other comprehensive income before reclassifications 15,204 6,016 21,220

Amount reclassified from AOCI 7,825 — 7,825

Net other comprehensive income (loss) ( 31,587 ) 291 ( 31,296 )

Net other comprehensive income 23,029 6,016 29,045

Balance at December 31, 2021 ( 8,558 ) ( 139,406 ) ( 147,964 )

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Amount reclassified from AOCI ( 17,158 ) — ( 17,158 )

Net other comprehensive income 49,841 8,047 57,888

Net other comprehensive income (loss) ( 11,933 ) 129,459 117,526

Balance at December 31, 2023 $ 29,350 $ ( 1,900 ) $ 27,450

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Our reportable segments are Concerts, Ticketing and Sponsorship & Advertising.

We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain stock-based compensation expense, loss (gain) on disposal of operating assets, depreciation and amortization (including goodwill impairment), amortization of non-recoupable ticketing contract advances and acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation) .

We use AOI to evaluate the performance of our operating segments and define AOI as operating income (loss) before certain acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), amortization of non-recoupable ticketing contract advances, depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets, and stock-based compensation expense .

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

69 unchanged sentences

Depreciation and amortization 516,797 449,976 416,277

Loss (gain) on sale of operating assets ( 32,082 ) ( 1,211 ) 503

Gain on sale of operating assets ( 13,927 ) ( 32,082 ) ( 1,211 )

Stock-based compensation expense 115,959 110,049 209,337

31 unchanged sentences

These options typically vest over one to four years .

In 2022, no stock options were granted.

In 2023 and 2022, no stock options were granted.

The following assumptions were used to calculate the fair value of our options on the date of grant:

1 unchanged sentence

Risk-free interest rate 1.01 %

Dividend yield 0.0 % 0.0 %

Volatility factors 42.61 %

32.37 % - 51.83 %

Weighted average expected life (in years) 6.40

16 unchanged sentences

Upon share option exercise or vesting of restricted or deferred stock, we issue new shares or treasury shares to fulfill these grants.

Vesting dates on the stock options range from February 2023 to March 2025, and expiration dates range from December 2023 to March 2031 at exercise prices and average contractual lives as follows:

Vesting dates on the stock options range from February 2024 to March 2025, and expiration dates range from January 2025 to March 2031 at exercise prices and average contractual lives as follows:

Prices Outstanding

23 unchanged sentences

In 2023, we granted 0.4 million shares of restricted stock and 0.4 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will all vest on the grant date or over a period of two months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

In 2022, we granted 1.8 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will vest on the grant date or over a period of one month to six years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

1 unchanged sentence

These awards will all vest on the grant date or over a period of six months to four years .

In 2020, we granted 2.1 million shares of restricted stock and 0.3 million shares of performance-based awards, respectively, under our stock incentive plan.

These awards will all vest over a period of three months to four years with the exception of the performance-based awards which will vest within two years if the performance criteria are met.

As of December 31, 2021, the performance-based criteria for these awards were not met and such awards were forfeited.

The following table presents a summary of our unvested restricted stock awards outstanding at December 31, 2023, 2022 and 2021 (“Price” reflects the weighted average share price at the date of grant):

19 unchanged sentences

All of the deferred stock awards require us to achieve minimum market conditions in order for these awards to issue and vest.

In 2023, we granted 0.3 million shares of deferred stock awards with market conditions under the Company’s stock incentive plans.

These awards will vest over five years if specified stock prices are achieved over a specific number of days during the five years .

In 2022, we granted 2.2 million shares of deferred stock awards with market conditions under our stock incentive plans.

1 unchanged sentence

As of December 31, 2023, there were no deferred stock awards outstanding for which the minimum market conditions have been met.

In 2020, we achieved minimum market conditions resulting in the issuance of 0.8 million shares of restricted stock, subject to vesting over one to four years .

The following assumptions were used to calculate the fair value of the deferred stock awards with market conditions on the date of grant:

Year Ended December 31,

Risk-free interest rate 4.47 % 2.85 % - 3.69 %

Volatility factors 39.33 % 45.10 % - 45.99 %

Weighted average expected life (in years) 5.22 5.27

The following table presents a summary of our unvested deferred stock awards outstanding at December 31, 2023, 2022 and 2021 (“Price” reflects the weighted average grant date fair value):

2 unchanged sentences

Unvested at December 31, 2020 2,367 $ 26.53

Awarded — 0.00

Forfeited — —

7 unchanged sentences

Forfeited — —

Vested ( 2,192 ) 26.56

Unvested at December 31, 2023 2,449 $ 61.05

31 unchanged sentences

NOTE 15— GEOGRAPHIC DATA

The following table provides revenue and long-lived assets, including right-of-use (ROU) assets, for our foreign operations included in the consolidated financial statements:

The following table provides revenue and long-lived assets, including operating lease assets, for our foreign operations included in the consolidated financial statements:

Europe Other Foreign Total Foreign Domestic Consolidated Total

1 unchanged sentence

Revenue $ 4,425,854 $ 4,085,191 $ 8,511,045 $ 14,238,028 $ 22,749,073

Long-lived assets, including ROU assets $ 771,230 $ 226,752 $ 997,982 $ 2,061,076 $ 3,059,058

Long-lived assets, including

operating lease assets

$ 819,426 $ 306,725 $ 1,126,151 $ 2,581,701 $ 3,707,852

Revenue $ 3,160,268 $ 2,474,495 $ 5,634,763 $ 11,046,491 $ 16,681,254

Long-lived assets, including ROU assets $ 588,955 $ 194,777 $ 783,732 $ 1,847,108 $ 2,630,840

Long-lived assets, including

operating lease assets $ 771,230 $ 226,752 $ 997,982 $ 2,061,076 $ 3,059,058

Revenue $ 869,628 $ 316,462 $ 1,186,090 $ 5,082,357 $ 6,268,447

Long-lived assets, including ROU assets $ 609,933 $ 126,501 $ 736,434 $ 1,789,203 $ 2,525,637

NOTE 16— SUBSEQUENT EVENTS

In January 2023, we issued $ 1.0 billion principal amount of 3.125 % convertible senior notes due 2029.

In conjunction with this issuance, we used approximately $ 485.8 million of the net proceeds from the notes to repurchase $ 440.0 million aggregate principal amount of the 2.5 % convertible senior notes due 2023 resulting in a loss on debt repurchase of $ 18.4 million and a charge to additional paid-in capital for the induced conversion of the 2.5 % convertible notes of $ 27.4 million.

In addition, we paid debt issuance costs of $ 15.0 million that will be amortized using the effective interest rate method over the term of the related senior notes.

Interest on the 3.125 % convertible senior notes due 2029 is payable semi-annually in arrears on January 15 and July 15, beginning July 15, 2023, at a rate of 3.125 % per annum.

The notes will mature on January 15, 2029.

Upon conversion, the notes may be settled in shares of common stock or, at our election, cash or a combination of cash and shares of common stock.

Assuming we fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 9.2 million.

The redemption price will equal 100 % of the principal amount of the notes plus accrued interest, if any.

If we experience a fundamental change, as defined in the indenture governing the notes, the holders of the 3.125 % convertible senior notes due 2029 may require us to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100 % of the principal amount of the notes plus accrued and unpaid interest, if any.

In connection with the issuance of the 3.125 % convertible senior notes due 2029, we entered into privately negotiated capped call transactions with one or more counterparties.

The cap price of the capped call transactions is initially $ 144.52 , which represents a premium of 100 % over the last reported sale price of the Company’s common stock on January 9, 2023.

The cost of the capped call transactions was approximately $ 75.5 million.

Any remaining proceeds after the repurchase of a portion of the 2.5 % convertible senior notes due 2023, debt issuance costs and capped call transactions will be used for general corporate purposes.

In February 2023, we entered into Amendment No.

10 (the “Amendment”) to our Credit Agreement (as amended, restated, supplemented or modified prior to Amendment No.

10, the “Credit Agreement” and as amended by Amendment No.

10, the “Amended Credit Agreement”), dated as of May 6, 2010.

The Amendment provides for, among other things:

(i) replacement of the benchmark reference rate of the Eurodollar Rate (as defined in the Credit Agreement) (x) with the Term SOFR Rate for borrowings denominated in Dollars and (y) for each Alternative Currency (as defined in the Amended Credit Agreement), a corresponding reference rate, as set forth in the Amended Credit Agreement, (ii) deletion of the provisions regarding Canadian bankers’ acceptances, and (iii) the addition of the Company’s ability to draw letters of credit in Canadian Dollars.

Long-lived assets, including

operating lease assets $ 588,955 $ 194,777 $ 783,732 $ 1,847,108 $ 2,630,840

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data