What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2022-02-23 compared with 2021-03-01 · 98 added, 52 removed, 273 unchanged (35% of the section changed)

9 unchanged sentences

Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2021.

In December 2021, we acquired OCESA (see Item 8.

Financial Statements and Supplementary Data—Note 3—Business Acquisitions).

Management excluded OCESA from our evaluation of internal control over financial reporting.

This exclusion is in accordance with the guidance issued by the United States SEC that allows companies to exclude acquisitions from management’s report on internal control over financial reporting for the first year after the acquisition.

The preliminary total assets, excluding goodwill and identifiable intangible assets, for OCESA represent approximately 2.9% to our consolidated assets as of December 31, 2021.

The preliminary total revenue of OCESA represent less than 1.0% of our consolidated revenues for the year ended December 31, 2021.

Ernst & Young LLP, an independent registered public accounting firm, has issued an attestation report on our internal control over financial reporting.

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

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 are in the process of integrating OCESA, which was acquired in December 2021, into our overall internal control over financial reporting process.

Other than this integration, there have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2021 that have 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.

1 unchanged sentence

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Live Nation Entertainment, Inc.

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

Opinion on Internal Control over Financial Reporting

2 unchanged sentences

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, 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 2020 consolidated financial statements of the Company, and our report dated March 1, 2021 expressed an unqualified opinion thereon.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of OCESA, which is included in the 2021 consolidated financial statements of the Company and constituted approximately 2.9% of total consolidated assets, excluding goodwill and identifiable intangible assets, as of December 31, 2021, and less than 1% of total consolidated revenues, for the year then ended.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of OCESA.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2021 consolidated financial statements of the Company and our report dated February 23, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Los Angeles, California

March 1, 2021

February 23, 2022

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

12 unchanged sentences

The following consolidated financial statements are included in Item 8:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of December 31, 2021 and 2020

31 unchanged sentences

(1) During 2021, 2020 and 2019, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.

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

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

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 First Amendment to the Stock Purchase Agreement dated September 13, 2021, 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 2.2 11/4/2021

2.4 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

2.5 First Amendment to the Stock Purchase Agreement dated September 13, 2021, by and among Grupo Televisa, S.A.B.

and Promo-Industrias Metropolitanas, S.A.

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 2.4 11/4/2021

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

7 unchanged sentences

4.2 Description of Securities.

10-K 001-32601 4.2 3/01/2021

10.1 Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc.

10 unchanged sentences

S-8 333-164507 10.1 1/26/2010

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.6 § Amendment No.

4 unchanged sentences

2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.

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

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

10-Q 001-32601 10.2 5/6/2021

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

2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.

10-K 001-32601 10.13 2/25/2016

10-Q 001-32601 10.3 5/6/2021

10.9 § Form Stock Option Agreement for the Amended and Restated Ticketmaster Entertainment, Inc.

2008 Stock and Annual Incentive Plan.

10-K 001-32601 10.14 2/25/2016

10.10 § Form Restricted Stock Agreement for the Amended and Restated Ticketmaster Entertainment, Inc.

10-Q 001-32601 10.4 5/6/2021

10.10 § Form Restricted Stock Award Agreement for the Amended and Restated Ticketmaster Entertainment, Inc.

2008 Stock and Annual Incentive Plan.

10-K 001-32601 10.15 2/25/2016

10-Q 001-32601 10.5 5/6/2021

10.11 § Amended and Restated Live Nation, Inc.

4 unchanged sentences

8-K 001-32601 10.1 12/18/2017

10.13 § Performance Share Award Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc.

and Michael Rapino .

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

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

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

1 unchanged sentence

8-K 001-32601 10.1 12/20/2017

10.15 § Performance Share Award Agreement entered into December 19, 2017, by and between Live Nation Entertainment, Inc.

and Joe Berchtold.

8-K 001-32601 10.2 12/20/2017

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

1 unchanged sentence

8-K 001-32601 10.3 12/20/2017

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

and Elizabeth K.

(Kathy) Willard.

8-K 001-32601 10.4 12/20/2017

10.15 § Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc.

9 unchanged sentences

10-Q 001-32601 10.1 8/9/2017

10.19 § Employment Agreement, effective as of January 1, 2015, between Live Nation Entertainment, Inc.

and John Hopmans.

10-Q 001-32601 10.1 8/3/2021

10.20 § First Amendment to Employment Agreement, effective as of January 1, 2019, between Live Nation Worldwide, Inc.

and John Hopmans.

10-Q 001-32601 10.2 8/3/2021

10.21 § Second Amendment to Employment Agreement, effective as of January 1, 2019, between Live Nation Worldwide, Inc.

and John Hopmans.

10-Q 001-32601 10.3 8/3/2021

10.22 Credit Agreement entered into as of May 6, 2010, among Live Nation Entertainment, Inc., the Foreign Borrowers party thereto, the Guarantors identified therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent and J.P.

1 unchanged sentence

10-Q 001-32601 10.4 8/5/2010

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.23 Amendment No.

9 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.

18 unchanged sentences

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

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.31 Amendment No.

9 to the Credit Agreement, dated as of January 26, 2022, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch as Canadian Agent, J.P.

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

10.32 Incremental Term Loan Joinder Agreement No.

7 unchanged sentences

10-K 001-32601 10.33 2/26/2015

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.36 Third Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company N.A., as trustee.

12 unchanged sentences

10-Q 001-32601 10.2 7/31/2014

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

10.43 Indenture, dated as of October 31, 2016, by and among Live Nation Entertainment, Inc.

13 unchanged sentences

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

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

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

14 unchanged sentences

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

10.56 Indenture, dated as of January 4, 2021 by and among Live Nation Entertainment, Inc., the Guarantors identified therein and U.S.

Bank National Association, as trustee and notes collateral agent.

10-Q 001-32601 10.1 5/6/2021

14.1 Code of Business Conduct and Ethics.

10-K 001-32601 14.1 3/01/2021

21.1 Subsidiaries of the Company.

23.1 Consent of Ernst & Young LLP.

Incorporated by Reference

Exhibit Description Form File No.

Filing Date Filed

24.1 Power of Attorney (see signature page).

15 unchanged sentences

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 March 1, 2021.

LIVE NATION ENTERTAINMENT, INC.

3 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael Rapino and Kathy Willard, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael Rapino and Joe Berchtold, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

2 unchanged sentences

President, Chief Executive Officer

and Director March 1, 2021

/s/ Kathy Willard

Kathy Willard

Chief Financial Officer March 1, 2021

and Director February 23, 2022

/s/ Joe Berchtold

Joe Berchtold

Chief Financial Officer February 23, 2022

/s/ Brian Capo

Chief Accounting Officer March 1, 2021

Chief Accounting Officer February 23, 2022

/s/ Maverick Carter

Maverick Carter

Director March 1, 2021

/s/ Ariel Emanuel

Ariel Emanuel

Director March 1, 2021

Director February 23, 2022

/s/ Jeffrey T.

Director March 1, 2021

Director February 23, 2022

/s/ Chad Hollingsworth

Chad Hollingsworth

Director March 1, 2021

Director February 23, 2022

/s/ Jimmy Iovine

Director February 23, 2022

/s/ Gregory B.

Director March 1, 2021

Director February 23, 2022

/s/ Randall T.

Director March 1, 2021

Director February 23, 2022

/s/ Dana Walden

Director March 1, 2021

Director February 23, 2022

/s/ Latriece Watkins

Latriece Watkins

Director February 23, 2022

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