What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-03-01 compared with 2020-02-27 · 59 added, 57 removed, 266 unchanged (30% of the section changed)

13 unchanged sentences

There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

We have not experienced any material impact to our internal controls over financial reporting resulting from the fact that employees are working remotely due to the global COVID-19 pandemic.

We are continually monitoring and assessing the impact of the global COVID-19 pandemic on our internal controls to minimize the affect on their design and operating effectiveness.

Report of Independent Registered Public Accounting Firm

4 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2019 consolidated financial statements of the Company, and our report dated February 27, 2020 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2020 consolidated financial statements of the Company, and our report dated March 1, 2021 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Los Angeles, California

February 27, 2020

March 1, 2021

OTHER INFORMATION

15 unchanged sentences

Consolidated Statements of Operations for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Changes in Equity for the Years Ended December 31, 2020, 2019 and 2018

15 unchanged sentences

_________________

(1) Foreign currency adjustments and acquisitions.

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

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

LIVE NATION ENTERTAINMENT, INC.

9 unchanged sentences

(1) During 2020, 2019 and 2018, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

The 2017 valuation allowance was also reduced due to the reduction in the federal income tax rate to 21%.

This reduced the previously fully valued United States deferred tax asset.

The 2018 valuation allowance was also reduced for decreases in fully valued deferred tax assets, primarily United States foreign tax credits utilized to offset the transition tax liability under the provisions of the TCJA and declining net operating loss carryforwards due to improved profitability.

The 2019 valuation allowance increased due to increases in fully valued deferred tax assets, primarily net operating loss carryforwards.

The 2019 and 2020 valuation allowance increased due to increases in fully valued deferred tax assets, primarily net operating loss carryforwards.

Those exhibits required by Item 601 of Regulation S-K

4 unchanged sentences

8-K 001-32601 2.1 5/10/2018

2.2 Stock Purchase Agreement dated July 24, 2019, by and among Corporación Interamericana de Entretenimiento, S.A.B.

as Seller, Ticketmaster New Ventures, S.

as Purchaser, Live Nation Entertainment, Inc.

as joint obligor of Purchaser, and OCESA Entretenimiento, S.A.

10-Q 001-32601 2.1 10/31/2019

2.3 Stock Purchase Agreement dated July 24, 2019, by and among Grupo Televisa, S.A.B.

and Promo-Industrias Metropolitanas, S.A.de R.L.

de C.V., the Sellers, Ticketmaster New Ventures, S.

and Ticketmaster New Ventures Holdings, Inc., the Purchasers, Live Nation Entertainment, Inc.

as joint obligor of Purchasers, and OCESA Entretenimiento, S.A.

10-Q 001-32601 2.2 10/31/2019

3.1 Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended.

4 unchanged sentences

8-K 001-32601 3.2 6/7/2013

4.1 Amended and Restated Rights Agreement, dated as of December 18, 2015, between Live Nation Entertainment, Inc.

and Computershare Inc.

8-K 001-32601 4.1 12/24/2015

4.1 Form of Certificate of Designations of Series A Junior Participating Preferred Stock.

8-K 001-32601 4.2 12/23/2005

4.3 Form of Right Certificate.

8-K 001-32601 4.3 (Annex B) 12/23/2005

4.2 Description of Securities .

18 unchanged sentences

10-K 001-32601 10.12 2/25/2016

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.8 § Form Restricted Stock Agreement for the Live Nation Entertainment, Inc.

16 unchanged sentences

10-K 001-32601 10.2 12/18/2017

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.14 § Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc.

28 unchanged sentences

10-Q 001-32601 10.2 8/7/2012

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.24 Amendment No.

6 unchanged sentences

10-K 001-32601 10.26 2/23/2017

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.26 Amendment No.

9 unchanged sentences

Morgan Europe Limited, as London agent and the lenders from time to time party thereto .

10-K 001-32601 10.28 2/27/2020

10.29 Amendment No.

7 to the Credit Agreement, dated as of April 9, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P.

Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.

10-Q 001-32601 10.1 8/5/2020

10.30 Amendment No.

8 to the Credit Agreement, dated as of July 29, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P.

Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.

10-Q 001-32601 10.1 11/5/2020

10.31 Incremental Term Loan Joinder Agreement No.

1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorganChase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein.

1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorgan Chase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein.

10-Q 001-32601 10.2 11/5/2012

19 unchanged sentences

10.40 Eighth Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.

10-K 001-32601 10.38 2/27/2020

10.41 Indenture, dated as of May 23, 2014, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.

8 unchanged sentences

10.45 Third Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.

10-K 001-32601 10.43 2/27/2020

10.46 Fourth Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.

10-Q 001-32601 10.3 8/5/2020

10.47 Indenture, dated as of March 20, 2018, by and among Live Nation Entertainment, Inc., the Guarantors defined therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.

1 unchanged sentence

10.48 First Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee

10.46 Indenture, dated as of March 20, 2018, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.

10-Q 001-32601 10.2 5/3/2018

10-K 001-32601 10.45 2/27/2020

Incorporated by Reference

1 unchanged sentence

Filing Date Filed

10.49 Second Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.

10-Q 001-32601 10.4 8/5/2020

10.50 Indenture, dated as of March 20, 2018, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.

10-Q 001-32601 10.2 5/3/2018

10.51 Indenture dated as of October 17, 2019 by and among Live Nation Entertainment, Inc., the Guarantors and U.S.

Bank National Association, as trustee.

10-K 001-32601 10.47 2/27/2020

10.52 First Supplemental Indenture, entered into as of May 20, 2020, among Live Nation Entertainment, Inc., the Guarantors identified therein, and U.S.

Bank National Association, as trustee.

10-Q 001-32601 10.5 8/5/2020

10.53 Indenture dated as of February 3, 2020 between Live Nation Entertainment, Inc.

and HSBC Bank USA, National Association, as trustee.

10-Q 001-32601 10.1 5/7/2020

10.54 Indenture, dated as of May 20, 2020 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and U.S.

Bank National Association, as trustee and notes collateral agent.

10-Q 001-32601 10.2 8/5/2020

14.1 Code of Business Conduct and Ethics.

16 unchanged sentences

However, we will furnish a copy of such instruments to the Commission upon request.

Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons.

Under Rule 3-09 of Regulation S-X, we are required to file separate unaudited financial statements of Venta de Boletos por Computadora S.A.

de C.V., for the years ended December 31, 2019 and 2018.

We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, 2020.

FORM 10-K SUMMARY

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 27, 2020.

LIVE NATION ENTERTAINMENT, INC.

8 unchanged sentences

President, Chief Executive Officer

and Director February 27, 2020

and Director March 1, 2021

/s/ Kathy Willard

Kathy Willard

Chief Financial Officer February 27, 2020

Chief Financial Officer March 1, 2021

/s/ Brian Capo

Chief Accounting Officer February 27, 2020

/s/ Mark Carleton

Mark Carleton

Director February 27, 2020

Chief Accounting Officer March 1, 2021

/s/ Maverick Carter

Maverick Carter

Director February 27, 2020

Director March 1, 2021

/s/ Ariel Emanuel

Ariel Emanuel

Director February 27, 2020

/s/ Robert Ted Enloe, III

Robert Ted Enloe, III

Director February 27, 2020

Director March 1, 2021

/s/ Jeffrey T.

Director February 27, 2020

/s/ Jimmy Iovine

Director February 27, 2020

Director March 1, 2021

/s/ Chad Hollingsworth

Chad Hollingsworth

Director March 1, 2021

/s/ Gregory B.

Director February 27, 2020

Director March 1, 2021

/s/ Randall T.

Director February 27, 2020

Director March 1, 2021

/s/ Dana Walden

Director February 27, 2020

Director March 1, 2021

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 9A. Controls and Procedures