全球最大音樂現場承辦公司現場之國娛樂公司2019年年度報告 - 現場之國娛樂（英文版）（59頁）.pdf

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1、UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _ Form 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019, or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECU

2、RITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-32601 _ LIVE NATION ENTERTAINMENT, INC. (Exact name of registrant as specified in its charter) Delaware20-3247759 (State of Incorporation)(I.R.S. Employer Identification No.) 9348 Civic Center Drive Beverly Hill

3、s, CA 90210 (Address of principal executive offices, including zip code) (310) 867-7000 (Registrants telephone number, including area code) _ Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on which Registered Common Stock, $.01 P

4、ar Value per Share;LYVNew York Stock Exchange (Includes Preferred Stock Purchase Rights) Securities registered pursuant to Section 12(g) of the Act: None _ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes No Indicate by che

5、ck mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes x No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 mo

6、nths (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted

7、 pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a n

8、on-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated FilerxAccelerated Filer Non-accelera

9、ted FilerSmaller Reporting Company? Emerging Growth Company? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Ex

10、change Act. Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ? Yes x No On June 30, 2019, the last business day of the registrants most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficiall

11、y held by non-affiliates of the registrant was approximately $9.3 billion. (For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates). On February 20, 2020, there were 214,531,042 outstanding shares of the registrants common stock, $0.01 par valu

12、e per share, including 3,575,284 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury. DOCUMENTS INCORPORATED BY REFERENCE Portions of our Definitive Proxy Statement for the 2020 Annual Meeting of Stockholders, filed on April 23, 2020, were incorporated by referen

13、ce into Part III of our Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 27, 2020. Explanatory Note On February 27, 2020, Live Nation Entertainment, Inc. (“Live Nation” or the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-

14、K for the year ended December 31, 2019 (the “Original Form 10-K”). This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of Live Nation is being filed solely to amend Item 15(c) to include the separate financial statements of Venta de Boletos por Computadora, S.A. de C.V. (VBC) as required under Rul

15、e 3-09 of Regulation S-X. The financial statements of VBC for its fiscal year ended December 31, 2019 were not available at the time the Company filed the Original Form 10-K. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1. Item 15(c) is the only portion of

16、 the Companys Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. Other than as described in this explanatory note, Amendment No. 1 does not change any other information set forth in the Original Form 10-K or the exhibits thereto. This Amendment No. 1 consists solely of the

17、 preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants consent for VBC, certifications and the cover page interactive data file required to be filed as exhibits hereto. The information contained

18、 in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Original Form 10-K. PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a)1. Financial Statements. The following consolidated financial statements are included in Item 8 of the Companys Annual Report on

19、Form 10-K filed on February 27, 2020: Consolidated Balance Sheets as of December 31, 2019 and 2018 Consolidated Statements of Operations for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018 and 2017 Consolida

20、ted Statements of Changes in Equity for the Years Ended December 31, 2019, 2018 and 2017 Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018 and 2017 Notes to Consolidated Financial Statements (a)2. Financial Statement Schedule. The following financial statement schedul

21、e for the years ended December 31, 2019, 2018 and 2017 is filed as part of Item 15 of the Companys Annual Report on Form 10-K filed on February 27, 2020 and should be read in conjunction with the consolidated financial statements. Schedule II Valuation and Qualifying Accounts All other schedules for

22、 which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (a)3. Those exhibits required by Item 601 of Regulation S-K EXHIBIT INDEX Incorporated by R

23、eference Exhibit No.Exhibit DescriptionFormFile No. Exhibit No.Filing DateFiled Herewith 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

24、 certain other shareholders of Rock City, S.A. 8-K001-326012.15/10/2018 2.2 Stock Purchase Agreement dated July 24, 2019, by and among Corporacin Interamericana de Entretenimiento, S.A.B. de C.V. as Seller, Ticketmaster New Ventures, S. de R.L. de C.V. as Purchaser, Live Nation Entertainment, Inc. a

25、s joint obligor of Purchaser, and OCESA Entretenimiento, S.A. de C.V. 10-Q001-326012.110/31/2019 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. de R.L. de C.V.

26、and Ticketmaster New Ventures Holdings, Inc., the Purchasers, Live Nation Entertainment, Inc. as joint obligor of Purchasers, and OCESA Entretenimiento, S.A. de C.V. 10-Q001-326012.210/31/2019 3.1 Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended. 10-K0

27、01-326013.12/25/2010 3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc. 8-K001-326013.16/7/2013 3.3 Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.8-K001-326013.26/7/2013 4.1 Amended and Restated Rights Agreem

28、ent, dated as of December 18, 2015, between Live Nation Entertainment, Inc. and Computershare Inc. 8-K001-326014.112/24/2015 4.2 Form of Certificate of Designations of Series A Junior Participating Preferred Stock. 8-K001-326014.212/23/2005 4.3 Form of Right Certificate.8-K001-326014.3 (Annex B) 12/

29、23/2005 4.4 Description of Securities.10-K001-326014.42/27/2020 10.1 Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc. 8-K001-3260110.22/13/2009 10.2 Registration Rights Agreement, dated

30、January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC. 8-K001-3260110.11/29/2010 10.3 Form of Indemnification Agreement.10-K001-3260110.232/25/2010 10.4 Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 1

31、9, 2015. 8-K001-3260110.26/11/2015 10.5 Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. S-8333-16450710.11/26/2010 10.6 Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. 10-Q001-3260110.111/4

32、/2010 10.7 Form Stock Option Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. 10-K001-3260110.122/25/2016 Incorporated by Reference Exhibit No.Exhibit DescriptionFormFile No. Exhibit No.Filing DateFiled Herewith 10.8 Form Rest

33、ricted Stock Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. 10-K001-3260110.132/25/2016 10.9 Form Stock Option Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. 10-

34、K001-3260110.142/25/2016 10.10 Form Restricted Stock Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. 10-K001-3260110.152/25/2016 10.11 Amended and Restated Live Nation, Inc. Stock Bonus Plan.8-K001-3260110.11/25/2010 10.12 Employment Agre

35、ement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc. and Michael Rapino. 8-K001-3260110.112/18/2017 10.13 Performance Share Award Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc. and Michael Rapino. 10-K001-3260110.212/18/2017

36、 10.14 Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Joe Berchtold. 8-K001-3260110.112/20/2017 10.15 Performance Share Award Agreement entered into December 19, 2017, by and between Live Nation Entertainment, Inc. and Joe Berchtold. 8-K001-

37、3260110.212/20/2017 10.16 Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Michael Rowles. 8-K001-3260110.312/20/2017 10.17 Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Elizabeth K.

38、(Kathy) Willard. 8-K001-3260110.412/20/2017 10.18 Employment Agreement, effective December 17, 2007, by and between Live Nation Worldwide, Inc. and Brian Capo. 10-Q001-3260110.48/7/2008 10.19 First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. an

39、d Brian Capo. 10-K001-3260110.303/5/2009 10.20 Second Amendment to Employment Agreement, effective October 22, 2009, between Live Nation Worldwide, Inc. and Brian Capo. 10-K001-3260110.552/25/2010 10.21 Third Amendment to Confirmation of Employment and Compensation Arrangement, effective January 1,

40、2017, by and between Live Nation Worldwide, Inc. and Brian J. Capo. 10-Q001-3260110.18/9/2017 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 Chas

41、e Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent and J.P. Morgan Europe Limited, as London Agent. 10-Q001-3260110.48/5/2010 10.23 Amendment No. 1, to the Credit Agreement, dated as of June 29, 2012, entered into by and among Liv

42、e Nation Entertainment, Inc., the relevant Credit Parties identified therein, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders. 10-Q001-3260110.28/7/2012 Incorporated by Reference Exhibit No.Exhibit DescriptionFormFile No. Exhibit No.Filing DateFiled

43、Herewith 10.24 Amendment No. 2 to the Credit Agreement, dated as of August 16, 2013, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, JPMorgan Chase Bank, N.A., Toron

44、to Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent. 10-Q001-3260110.25/6/2014 10.25 Amendment No. 3 to the Credit Agreement, dated as of October 31, 2016, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A.

45、, 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-K001-3260110.262/23/2017 10.26 Amendment No. 4 to the Credit Agreement, dated June 27, 2017, e

46、ntered into by 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 part

47、y thereto. 10-Q001-3260110.28/9/2017 10.27 Amendment No. 5 to the Credit Agreement, dated as of March 28, 2018, 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

48、, as Canadian agent, J.P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto. 10-Q001-3260110.35/3/2018 10.28 Amendment No. 6 to the Credit Agreement, dated as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan

49、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-K001-3260110.282/27/2020 10.29 Incremental Term Loan Joinder Agreement No. 1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorgan Chase Bank, N.A., as administrative agent, each Incremental Ter