9 unchanged sentences
Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2022.
−Removed: In December 2021, we acquired OCESA (see Item 8.
−Removed: Financial Statements and Supplementary Data—Note 3—Business Acquisitions).
−Removed: Management excluded OCESA from our evaluation of internal control over financial reporting.
−Removed: 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.
−Removed: 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.
−Removed: 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
−Removed: We are in the process of integrating OCESA, which was acquired in December 2021, into our overall internal control over financial reporting process.
−Removed: 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.
−Removed: 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.
−Removed: 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.
+Added: There have been no changes in our internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2022 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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, 2022, based on the COSO criteria.
−Removed: 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.
−Removed: 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 2022 consolidated financial statements of the Company and our report dated February 23, 2023 expressed an unqualified opinion thereon.
32 unchanged sentences
The information required by this Item is incorporated by reference to our Definitive Proxy Statement, expected to be filed within 120 days of our fiscal year end.
−Removed: EXHIBITS, FINANCIAL STATEMENT SCHEDULES
+Added: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
Financial Statements.
34 unchanged sentences
(1) During 2022, 2021 and 2020, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.
−Removed: The 2019 and 2020 valuation allowance increased due to increases in fully valued deferred tax assets, primarily net operating loss carryforwards.
+Added: The 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.
3 unchanged sentences
Filing Date Filed
−Removed: 2.1 Share Subscription Agreement and Other Covenants entered into as of May 1, 2018, by and among Live Nation Entertainment, Inc., Live Nation International Holdings B.V., Rock City, S.A., and Roberto Medina and certain other shareholders of Rock City, S.A.
−Removed: 8-K 001-32601 2.1 5/10/2018
−Removed: 2.2 Stock Purchase Agreement dated July 24, 2019, by and among Corporación Interamericana de Entretenimiento, S.A.B.
−Removed: as Seller, Ticketmaster New Ventures, S.
−Removed: as Purchaser, Live Nation Entertainment, Inc.
−Removed: as joint obligor of Purchaser, and OCESA Entretenimiento, S.A.
−Removed: 10-Q 001-32601 2.1 10/31/2019
−Removed: 2.3 First Amendment to the Stock Purchase Agreement dated September 13, 2021, by and among Corporación Interamericana de Entretenimiento, S.A.B.
−Removed: as Seller, Ticketmaster New Ventures, S.
−Removed: as Purchaser, Live Nation Entertainment, Inc.
−Removed: as joint obligor of Purchaser, and OCESA Entretenimiento, S.A.
−Removed: 10-Q 001-32601 2.2 11/4/2021
−Removed: 2.4 Stock Purchase Agreement dated July 24, 2019, by and among Grupo Televisa, S.A.B.
−Removed: and Promo-Industrias Metropolitanas, S.A.de R.L.
−Removed: de C.V., the Sellers, Ticketmaster New Ventures, S.
−Removed: and Ticketmaster New Ventures Holdings, Inc., the Purchasers, Live Nation Entertainment, Inc.
−Removed: as joint obligor of Purchasers, and OCESA Entretenimiento, S.A.
−Removed: 10-Q 001-32601 2.2 10/31/2019
−Removed: 2.5 First Amendment to the Stock Purchase Agreement dated September 13, 2021, by and among Grupo Televisa, S.A.B.
−Removed: and Promo-Industrias Metropolitanas, S.A.
−Removed: the Sellers, Ticketmaster New Ventures, S.
−Removed: and Ticketmaster New Ventures Holdings, Inc.
−Removed: the Purchasers, Live Nation Entertainment, Inc.
−Removed: as joint obligor of Purchasers, and OCESA Entretenimiento, S.A.
−Removed: 10-Q 001-32601 2.4 11/4/2021
3.1 Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended.
2 unchanged sentences
8-K 001-32601 3.1 6/7/2013
−Removed: 3.3 Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.
+Added: 3.3 Sixth Amended and Restated Bylaws of Live Nation Entertainment, Inc.
8-K 001-32601 3.1 6/17/2022
15 unchanged sentences
S-8 333-164507 10.1 1/26/2010
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form File No.
−Removed: Filing Date Filed
10.6 § Amendment No.
14 unchanged sentences
10-Q 001-32601 10.5 5/6/2021
+Added: 10.11 § Form of Performance Share Award Agreement for the Live Nation Entertainment, Inc.
+Added: 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015.
+Added: 8-K 001-32601 10.3 12/23/2022
10.12 § Amended and Restated Live Nation, Inc.
1 unchanged sentence
8-K 001-32601 10.1 1/25/2010
−Removed: 10.12 § Employment Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc.
+Added: 10.13 § Employment Agreement, entered into July 1 , 20 22 , by and between Live Nation Entertainment, Inc.
and Michael Rapino.
8-K 001-32601 10.1 7/6/2022
+Added: 10.14 § Performance Share Award Agreement, entered into July 1, 2022, by and between Live Nation Entertainment, Inc.
+Added: and Michael Rapino.
+Added: 8-K 001-32601 10.1 7/6/2022
10.15 § Employment Agreement, effective as of January 1, 2023, by and between Live Nation Entertainment, Inc.
1 unchanged sentence
8-K 001-32601 10.1 12/23/2022
+Added: Incorporated by Reference
+Added: Exhibit Description Form File No.
+Added: Filing Date Filed
10.16 § Employment Agreement, effective as of January 1, 2023, by and between Live Nation Entertainment, Inc.
1 unchanged sentence
8-K 001-32601 10.2 12/23/2022
−Removed: 10.15 § Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc.
−Removed: and Brian Capo.
−Removed: 10-Q 001-32601 10.4 8/7/2008
−Removed: 10.16 § First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc.
−Removed: and Brian Capo.
−Removed: 10-K 001-32601 10.30 3/5/2009
−Removed: 10.17 § Second Amendment to Employment Agreement, effective October 22, 2009, between Live Nation Worldwide, Inc.
+Added: 10.17 § Employment Agreement, effective January 1 , 20 22 , between Live Nation Worldwide, Inc.
and Brian Capo.
−Removed: 10-K 001-32601 10.55 2/25/2010
−Removed: 10.18 § Third Amendment to Confirmation of Employment and Compensation Arrangement, effective January 1, 2017, by and between Live Nation Worldwide, Inc.
10-Q 001-32601 10.4 5/5/2022
11 unchanged sentences
10-Q 001-32601 10.4 8/5/2010
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form File No.
−Removed: Filing Date Filed
10.22 Amendment No.
17 unchanged sentences
10-Q 001-32601 10.3 5/3/2018
+Added: Incorporated by Reference
+Added: Exhibit Description Form File No.
+Added: Filing Date Filed
10.27 Amendment No.
10 unchanged sentences
10-Q 001-32601 10.1 11/5/2020
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form File No.
−Removed: Filing Date Filed
10.30 Amendment No.
1 unchanged sentence
Morgan Europe Limited, as London Agent and the lenders from time to time party thereto.
+Added: 10-K 001-32601 10.31 2/23/2022
10.31 Incremental Term Loan Joinder Agreement No.
9 unchanged sentences
10-Q 001-32601 10.1 4/30/2015
+Added: Incorporated by Reference
+Added: Exhibit Description Form File No.
+Added: Filing Date Filed
10.36 Fourth Supplemental Indenture, dated as of August 13, 2015, among Live Nation Entertainment, Inc., the guarantors listed in Appendix I thereto, FG Acquisition Co, LLC, Front Gate Holdings, LLC and Front Gate Ticketing Solutions, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee.
10 unchanged sentences
10-Q 001-32601 10.2 7/31/2014
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form File No.
−Removed: Filing Date Filed
10.42 Indenture, dated as of October 31, 2016, by and among Live Nation Entertainment, Inc.
15 unchanged sentences
10-Q 001-32601 10.4 8/5/2020
+Added: Incorporated by Reference
+Added: Exhibit Description Form File No.
+Added: Filing Date Filed
10.50 Indenture, dated as of March 20, 2018, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.
19 unchanged sentences
23.1 Consent of Ernst & Young LLP.
−Removed: Incorporated by Reference
−Removed: Exhibit Description Form File No.
−Removed: Filing Date Filed
24.1 Power of Attorney (see signature page).
54 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.