Live Nation Entertainment (LYV) 10-K/A risk factor changes: FY2016 vs FY2015

For the fiscal year ended December 31, [removed: 2015,][added: 2016,]

On June 30, [removed: 2015,] [added: 2016,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was approximately [removed: $4.0] [added: $3.1] billion.

On February [removed: 19, 2016,] [added: 16, 2017,] there were [removed: 202,459,646] [added: 204,764,010] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 753,646] [added: 948,686] shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.

Portions of our Definitive Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders, filed on April [removed: 26, 2016,] [added: 21, 2017,] were incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, [removed: 2015,] [added: 2016,] filed on February [removed: 25, 2016.][added: 23, 2017.]

On February [removed: 25, 2016,] [added: 23, 2017,] Live Nation Entertainment, Inc. (“Live Nation” or the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, [removed: 2015.][added: 2016.]

The financial statements of VBC for its fiscal year ended December 31, [removed: 2015] [added: 2016] were not available at the time the Company filed its Annual Report on Form 10-K.

This Amendment No. 1 does not change any other information set forth in the original filing of the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2015.][added: 2016.]

10-K/A 1 lyv2016123110ka.htm 10-K/A

| | | | | 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 Exchange Act. | | | | | ¨ |

10-K/A 1 lyv2015123110ka.htm 10-K/A

The following consolidated financial statements are included in Item 8 of the Company’s Annual Report on Form 10-K filed on February [removed: 25, 2016:][added: 23, 2017:]

Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]

Consolidated Statements of Operations for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Comprehensive Loss for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013][added: 2014]

The following financial statement schedule for the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] is filed as part of Item 15 of the Company’s Annual Report on Form 10-K filed on February [removed: 25, 2016] [added: 23, 2017] and should be read in conjunction with the consolidated financial statements.

The financial statements included in Exhibit 99.1 for the years ended December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] and the financial statements included in Exhibit 99.2 for the years ended December 31, [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] are filed as part of Item 15 of the Company's Annual Report filed on February [removed: 25, 2016] [added: 23, 2017] and should be read in conjunction with the Company's consolidated financial statements.

| 4.1 | Amended and Restated Rights Agreement, dated [added: as of] December 18, 2015, between Live Nation Entertainment, Inc. and Computershare Inc. | 8-K | 001-32601 | 4.1 | 12/24/2015 | Live Nation | |

| [removed: 10.2] [added: 10.1] | Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc. | 8-K | 001-32601 | 10.2 | 2/13/2009 | Live Nation | |

| [removed: 10.4] [added: 10.2] | Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC. | 8-K | 001-32601 | 10.1 | 1/29/2010 | Live Nation | |

| [removed: 10.5] [added: 10.3] | Tax Matters Agreement, dated December 21, 2005, among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc. | 8-K | 001-32601 | 10.2 | 12/23/2005 | Live Nation | |

| [removed: 10.6] [added: 10.4] | Tax Sharing Agreement, dated August 20, 2008, among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. | 8-K | 001-34064 | 10.2 | 8/25/2008 | Ticketmaster | |

| [removed: 10.7] [added: 10.5] | Form of Indemnification Agreement. | 10-K | 001-32601 | 10.23 | 2/25/2010 | Live Nation | |

| [removed: 10.8] [added: 10.6] § | Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. | 8-K | 001-32601 | 10.2 | 6/11/2015 | Live Nation | |

| [removed: 10.9] [added: 10.7] § | Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | S-8 | 333-164507 | 10.1 | 1/26/2010 | Live Nation | |

| [removed: 10.10] [added: 10.8] § | Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | 10-Q | 001-32601 | 10.1 | 11/4/2010 | Live Nation | |

| [removed: 10.11] [added: 10.9] § | Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of March 19, 2015. | 8-K | 001-32601 | 10.1 | 6/11/2015 | Live Nation | |

| [removed: 10.12] [added: 10.10] § | Form Stock Option Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. | 10-K | 001-32601 | 10.12 | 2/25/2016 | Live Nation | |

| [removed: 10.13] [added: 10.11] § | Form Restricted Stock 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 | Live Nation | |

| [removed: 10.14] [added: 10.12] § | 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 | Live Nation | |

| [removed: 10.15] [added: 10.13] § | Form Restricted Stock Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | 10-K | 001-32601 | 10.15 | 2/25/2016 | Live Nation | |

| [removed: 10.16] [added: 10.14] § | Amended and Restated Live Nation, Inc. Stock Bonus Plan. | 8-K | 001-32601 | 10.1 | 1/25/2010 | Live Nation | |

| [removed: 10.17] [added: 10.15] § | Employment Agreement, dated October 21, 2009, among Live Nation, Inc., Live Nation Worldwide, Inc. and Michael Rapino. | 8-K | 001-32601 | 10.1 | 10/22/2009 | Live Nation | |

| [removed: 10.18] [added: 10.16] § | First Amendment to Employment Agreement, dated December 27, 2012 by and between Live Nation Entertainment, Inc. and Michael Rapino. | 10-K | 001-32601 | 10.29 | 2/26/2013 | Live Nation | |

| [removed: 10.19] [added: 10.18] § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Michael Rowles. | 10-K | 001-32601 | 10.17 | 2/24/2014 | Live Nation | |

| [removed: 10.20] [added: 10.19] § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Kathy Willard. | 10-K | 001-32601 | 10.19 | 2/24/2014 | Live Nation | |

| [removed: 10.21] [added: 10.20] § | Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc. and Brian Capo. | 10-Q | 001-32601 | 10.4 | 8/7/2008 | Live Nation | |

| [removed: 10.22] [added: 10.21] § | First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. and Brian Capo. | 10-K | 001-32601 | 10.30 | 3/5/2009 | Live Nation | |

| [removed: 10.23] [added: 10.22] § | Second Amendment to Employment Agreement, effective [removed: December 17, 2007,] [added: October 22, 2009,] between Live Nation Worldwide, Inc. and Brian Capo. | 10-K | 001-32601 | 10.55 | 2/25/2010 | Live Nation | |

| [removed: 10.24] [added: 10.17] § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold. | 10-K | 001-32601 | 10.24 | 2/24/2014 | Live Nation | |

| [removed: 10.25] [added: 10.23] | 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. Morgan Europe Limited, as London Agent. | 10-Q | 001-32601 | 10.4 | 8/5/2010 | Live Nation | |

| [removed: 10.26] [added: 10.24] | Amendment No. 1, to the Credit Agreement, dated as of June 29, 2012, entered into by and among Live 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-Q | 001-32601 | 10.2 | 8/7/2012 | Live Nation | |

| [removed: 10.27] [added: 10.25] | 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., Toronto Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent. | 10-Q | 001-32601 | 10.2 | 5/6/2014 | Live Nation | |

| [removed: 10.28] [added: 10.27] | 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. | 10-Q | 001-32601 | 10.2 | 11/5/2012 | Live Nation | |

| [removed: 10.29] [added: 10.28] | Indenture, dated August 20, 2012, by and among Live Nation Entertainment, Inc., the Guarantors defined therein, and the Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 11/5/2012 | Live Nation | |

| [removed: 10.30] [added: 10.29] | First Supplemental Indenture, entered into as of October 4, 2012, among Live Nation Entertainment, Inc., the Guarantors listed in Appendix I attached thereto, Live Nation [removed: Ushtours] [added: UshTours] (USA), LLC, and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.3 | 11/5/2012 | Live Nation | |

| [removed: 10.31] [added: 10.30] | Second Supplemental Indenture, entered into as of August 13, 2013, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | 001-32601 | 10.1 | 8/16/2013 | Live Nation | |

| [removed: 10.32] [added: 10.31] | Third Supplemental Indenture, dated as of February 6, 2014 among Live Nation Entertainment, Inc., BigChampagne, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 5/6/2014 | Live Nation | |

| [removed: 10.33] [added: 10.32] | Fourth Supplemental Indenture, dated as of May 27, 2014, among Live Nation Entertainment, Inc., Reigndeer Entertainment Corp., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.3 | 7/31/2014 | Live Nation | |

| 10.26 | 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., 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-K | 001-32601 | 10.26 | 2/23/2017 | Live Nation | |

| 10.42 | Fifth Supplemental Indenture, dated as of October 31, 2016 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 | 10.42 | 2/23/2017 | Live Nation | |

| 10.44 | Indenture, dated as of October 31, 2016, by and among Live Nation Entertainment, Inc. the Guarantors defined therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-K | 001-32601 | 10.44 | 2/23/2017 | Live Nation | |

| 10.1 | Lockup and Registration Rights Agreement, dated May 26, 2006, among Live Nation, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc. and the other parties set forth therein. | 8-K | 001-32601 | 4.1 | 6/2/2006 | Live Nation | |

| 10.3 | Note, dated January 24, 2010, among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff. | 10-K | 001-32601 | 10.17 | 2/25/2010 | Live Nation | |