What changed in this filing

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Item 1A. Risk Factors

2025-02-21 compared with 2024-02-22 · 37 added, 64 removed, 368 unchanged (22% of the section changed)

14 unchanged sentences

In addition, our live entertainment business typically books our live music tours four to eight months in advance of the beginning of the tour and often agrees to pay an artist a fixed guaranteed amount prior to our receiving any revenue.

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.

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.

We have cancellation insurance policies in place to cover a portion of our losses if an artist cancels a tour but such policies may not be sufficient and are subject to deductibles.

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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 practices;

we do not, however, allow the use of such speculative ticketing practices on our websites.

Other variables related to the competitive environment that could adversely affect our financial performance by, among other things, leading to decreases in overall revenue, the number of sponsors, event attendance, ticket prices and fees or profit margins include:

21 unchanged sentences

Our Concerts and Sponsorship & Advertising segments require access to venues to generate revenue from live music events.

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

agreements which include leases with third parties, ownership through an equity interest or booking agreements, which are agreements where we contract to book the events at a venue for a specific period of time.

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

Our long-term success in the live music business will depend in part on the availability of venues, our ability to lease these venues and our ability to enter into booking agreements upon their expiration.

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• desirable sites for live music venues may be unavailable or costly;

• the attractiveness of our venue locations may deteriorate over time.

• the attractiveness of our current venues may deteriorate over time;

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

Growth or maintenance of our existing revenue depends in part on consistent investment in our venues.

18 unchanged sentences

During the course of the festival, ten members of the audience sustained fatal injuries and others suffered non-fatal injuries.

Following these events, hundreds of civil lawsuits have been filed against Live Nation Entertainment, Inc.

Following these events, hundreds of civil lawsuits were filed against Live Nation Entertainment, Inc.

and related entities, asserting insufficient crowd control and other theories, seeking compensatory and punitive damages.

These events were the subject of an inquiry we received from the House of Representatives Committee on Oversight and Reform.

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

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.

Poor weather adversely affects attendance at our live music events, which could negatively impact our financial performance from period to period.

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If the revenue generated by international operations is insufficient to offset expenses incurred in connection with the maintenance and growth of these operations, our business, financial condition and results of operations could be materially and adversely affected.

In addition, in an effort to make

international operations in one or more given jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

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

In foreign countries in which we operate, a risk exists that our employees, contractors or agents could, in contravention of our policies, engage in business practices prohibited by applicable United States laws and regulations, such as the United States Foreign Corrupt Practices Act, as well as the laws and regulations of other countries prohibiting corrupt payments to government officials such as the United Kingdom Bribery Act 2010.

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Any such violations, even if prohibited by our internal policies, could result in fines, criminal sanctions against us and/or our employees, prohibitions on the conduct of our business and damage to our reputation, which could adversely affect our business, financial condition and results of operations.

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.

following the U.K.’s exit from the European Union.

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.

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.

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;

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.

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.

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.

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.

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

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.

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

All United States citizens travelling to the E.U.

will need to register with ETIAS.

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

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

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

an Electronic Travel Authorization scheme (ETA) is now in operation.

All visitors who do not need a visa for short stays to the U.K.

must apply for an ETA.

We are subject to extensive governmental regulation, and our failure to comply with these regulations could adversely affect our business, financial condition and results of operations.

21 unchanged sentences

Our businesses have historically cooperated with authorities in connection with these investigations and have satisfactorily resolved each such material investigation, inquiry or litigation.

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

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

Our competitors in the secondary ticket sales market are not, to our knowledge, bound by such limitations (other than as a result of laws that apply equally to all secondary ticket sellers) and as a result, we may be at a competitive disadvantage.

26 unchanged sentences

Our compliance with the Amended Final Judgment therefore creates certain unquantifiable business risks for us.

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.

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.

General Risks Relating to our Business and Operations

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

We may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks or disease epidemics, such as the COVID-19 pandemic.

The occurrence and threat of extraordinary events, such as terrorist attacks, intentional or unintentional mass-casualty incidents, public health concerns such as contagious disease outbreaks, natural disasters or similar events, may deter artists from touring and/or substantially decrease the use of and demand for our services and the attendance at live music events, which may decrease our revenue or expose us to substantial liability.

18 unchanged sentences

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

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

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

See Item 7A.—Quantitative and Qualitative Disclosures about Market Risk.

28 unchanged sentences

The following table sets forth our operating income (loss) for the last eight fiscal quarters (in thousands):

March 31 $ 142,776 $ 27,060

June 30 386,371 318,699

As Revised As Revised

$ (41,390) $ 131,152

465,819 381,599

September 30 (1)

639,525 653,658

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

___________________

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.

Costs associated with, and our ability to obtain, adequate insurance could adversely affect our profitability and financial condition.

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

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

However, heightened concerns and challenges regarding property, casualty, business interruption, contingency and other insurance coverage have resulted from terrorist and other security incidents along with varying weather-related conditions, pandemics and other incidents.

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

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

We have experienced a significant increase in our cost to obtain 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.

We have a material investment in property and equipment at each of our venues, which are generally located near major cities and which hold events typically attended by a large number of fans.

11 unchanged sentences

In addition, our business operations at one or more of our facilities may also be interrupted as a result of labor disputes by outside unions attempting to unionize a venue even though we do not have unionized labor at that venue currently.

A work stoppage 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 would have on our business.

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

A work stoppage 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 or picketing would have on our business.

We participate in, and make recurrent contributions to, various multiemployer pension plans that cover many of our current and former union employees.

20 unchanged sentences

As of December 31, 2024, our total indebtedness, excluding unamortized debt discounts and debt issuance costs of $53.3 million, was $6.5 billion.

Our available borrowing capacity under the revolving portion of our senior secured credit facility at that date was $898.4 million, with outstanding letters of credit of $31.6 million.

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

We may also incur significant additional indebtedness in the future.

36 unchanged sentences

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 1A. Risk Factors