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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3247759
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock, $.01 Par Value per Share;
Preferred Stock Purchase Rights
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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|
ADA
|
Americans with Disabilities Act of 1990
|
AOCI
|
Accumulated other comprehensive income (loss)
|
AOI
|
Adjusted operating income (loss)
|
Clear Channel
|
Clear Channel Communications, Inc.
|
Company
|
Live Nation Entertainment, Inc. and subsidiaries
|
DDA
|
United Kingdom's Disability Discrimination Act of 1995
|
DOJ
|
United States Department of Justice
|
FASB
|
Financial Accounting Standards Board
|
Front Line
|
Front Line Management Group, Inc.
|
FTC
|
Federal Trade Commission
|
GAAP
|
United States Generally Accepted Accounting Principles
|
IAC
|
IAC/InterActiveCorp
|
Liberty Media
|
Liberty Media Corporation
|
Live Nation
|
Live Nation Entertainment, Inc., formerly known as Live Nation, Inc., and subsidiaries
|
Merger
|
Merger between Live Nation, Inc. and Ticketmaster Entertainment, Inc. announced in February 2009 and consummated in January 2010
|
Merger Agreement
|
Agreement and Plan of Merger, dated February 10, 2009 and consummated on January 25, 2010, between Live Nation, Inc. and Ticketmaster Entertainment, Inc.
|
SEC
|
United States Securities and Exchange Commission
|
Separation
|
The contribution and transfer by Clear Channel of substantially all of its entertainment assets and liabilities to Live Nation
|
Spincos
|
Collective referral to Ticketmaster and other companies spun off from IAC on August 20, 2008
|
Trust
|
The family trust of a former executive, of which the former executive is co-Trustee.
|
Trust Note
|
A note issued to the Trust as part of a prior acquisition. This note had been issued in exchange for shares of Ticketmaster’s series A convertible redeemable preferred stock held by this trust.
|
VIE
|
Variable interest entity
|
Ticketmaster
|
For periods prior to May 6, 2010, Ticketmaster means Ticketmaster Entertainment LLC and its predecessor companies (including without limitation Ticketmaster Entertainment, Inc.); for periods on and after May 6, 2010, Ticketmaster means the Ticketmaster ticketing business of the Company
|
TicketsNow
|
TNow Entertainment Group, Inc.
|
•
|
Expand our Concert Platform
. We will grow our fan base and increase our ticket sales by continuing to build our portfolio of global festivals, expanding our electronic dance music, or EDM, festival and show base, selectively growing into additional top global music markets and further building our market share in established markets.
|
•
|
Drive Conversion of Ticket Sales through Social and Mobile Channels
. We are focused on selling tickets through a wide set of sales channels, including social media and mobile, and leveraging our extensive database we have built through
www.livenation.com
and
www.ticketmaster.com
to better reach consumers. We are continuing to shift marketing spend from traditional media outlets to social media and digital platforms to more effectively reach our fans and drive more ticket sales. We will continue to develop new tools for mobile devices in additional markets to make it easier for our fans to get information on live events and conveniently buy and sell tickets.
|
•
|
Grow Sponsorship and Advertising
. Our goal is to continue to drive growth in this area and capture a larger share of the music sponsorship market. We will focus on expanding and developing new relationships with corporate sponsors to provide them with targeted strategic programs through our unique relationship with fans and artists, our distribution network of venues and our extensive ticketing operations and online presence. In addition, we have established one of the few ecommerce sites that has a substantial and growing online advertising platform. We will continue to look for new innovative products and offerings that give our sponsors and advertisers a unique ability to reach consumers through the power of live music.
|
•
|
Sell more Tickets and Drive Reductions in the Cost to Sell a Ticket.
We will continue to invest in our ticketing platforms and related venue and fan products to strengthen the functionality of our system and drive additional ticket sales while also creating a more efficient system. We will also continue to deliver differentiated value to content owners and venues by leveraging ticket buyer data to effectively price and market shows, increasing attendance and optimizing revenues.
|
•
|
Build Secondary Ticket Volume.
We will grow the volume of secondary tickets sold in partnership with content owners providing a trusted environment for fan ticket exchanges. We will expand and improve the availability of tickets on an integrated inventory basis allowing our fans to have a dependable, secure location to come to for all available tickets for an event.
|
•
|
Align Artist Management with Other Core Businesses.
We believe that effective artist management provides a supply pipeline into our concert platform, supporting its growth. By increasing the services we deliver to our artist managers and their clients, including data, fan clubs and touring, we believe we can continue to build our market share in both artist management and concert promotion.
|
•
|
Fans
. During
2013
, our events were attended by
nearly
60 million
live music fans. Our database of our fans and their interests provides us with the means to efficiently market our shows to them as well as offer other music-related products and services. This fan database is an invaluable asset that we are able to use to provide unique services to our artists and corporate clients.
|
•
|
Artists
. We have extensive relationships with artists ranging from those acts that are just beginning their careers to established superstars. In
2013
, we promoted shows or tours for
over 3,000 artists
globally. In addition, through our artist management companies, we manage
approximately 240 artists
. We believe our artist relationships are a competitive advantage and will help us pursue our strategy to develop additional ancillary revenue streams around the ticket purchase, live event and the artists themselves.
|
•
|
Online Services and Ticketing
. We own and operate various branded websites, both in the United States and abroad, which are customized to reflect services offered in each jurisdiction. Our primary online websites,
www.livenation.com
and
www.ticketmaster.com
, together with our other branded ticketing websites, are designed to promote ticket sales for live events and to disseminate event and related merchandise information online. Fans can access
www.livenation.com
and
www.ticketmaster.com
directly, from affiliated websites and through numerous direct links from banners and event
|
•
|
Distribution Network
. We believe that our global distribution network of promoters, venues and festivals provides us with a strong position in the live concert industry. We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in 65 cities in North America and 26 countries worldwide. In addition, we own, operate, have exclusive booking rights or have an equity interest in
148
venues located across six countries as of the end of
2013
, making us, we believe, the second largest operator of music venues in the world. We also believe that we produce one of the largest networks of music festivals in the world with more than 60 festivals globally. In addition, we believe that our global ticketing distribution network with one of the largest ecommerce sites on the internet, approximately 6,800 sales outlets and 15 call centers serving more than 12,500 clients worldwide, makes us the largest ticketing network in the industry.
|
•
|
Sponsors
. We employ a sales force of approximately 200 people that worked with approximately 750 sponsors during
2013
, through a combination of local venue-related deals and national deals, both in North America and internationally. Our sponsors include some of the most well-recognized national and global brands including O
2
, Red Bull, Motorola, Ford and Coca-Cola (each of these brands is a registered trademark of the sponsor).
|
•
|
Employees
. At
December 31, 2013
, we employed
approximately 7,400 full-time employees
who are dedicated to providing first-class service to our artists, fans, ticketing clients and corporate sponsors. Many of our employees have decades of experience in promoting and producing live concerts, ticketing operations, sales and marketing, artist management and live event venue management.
|
•
|
Stadiums
—Stadiums are multi-purpose facilities, often housing local sports teams. Stadiums typically have 30,000 or more seats. Although they are the largest venues available for live music, they are not specifically designed for live music. At
December 31, 2013
, we had booking rights to
one
stadium in North America.
|
•
|
Amphitheaters
—Amphitheaters are generally outdoor venues with between 5,000 and 30,000 seats that are used primarily in the summer season. We believe they are popular because they are designed specifically for concert events, with premium seat packages and better lines of sight and acoustics. At
December 31, 2013
, we owned
eight
, leased
27
, operated
six
and had booking rights for
ten
amphitheaters located in North America.
|
•
|
Arenas
—Arenas are indoor venues that are used as multi-purpose facilities, often housing local sports teams. Arenas typically have between 5,000 and 20,000 seats. Because they are indoors, they are able to offer amenities that other similar-sized outdoor venues cannot, such as luxury suites and premium club memberships. As a result, we believe they have become increasingly popular for higher-priced concerts aimed at audiences willing to pay for these amenities. At
December 31, 2013
, we owned
one
, leased
three
, operated
three
and had booking rights for
three
arenas located in North America, the United Kingdom, Ireland, the Netherlands and Italy.
|
•
|
Theaters
—Theaters are indoor venues that are built primarily for music events but may include theatrical performances. These venues typically have a capacity between 1,000 and 6,500. Because these venues have a smaller capacity than an amphitheater, they do not offer as much economic upside on a per show basis. However, because theaters can be used year-round, unlike most amphitheaters, they can generate annual profits similar to those of an amphitheater. Theaters represent less risk to concert promoters because they have lower fixed costs associated with hosting a concert and may provide a more appropriately-sized venue for developing artists and more artists in general. At
December 31, 2013
, we owned
seven
, leased
24
, operated
five
, had booking rights for
11
and an equity interest in
one
theaters located in North America, the United Kingdom and Ireland.
|
•
|
Clubs
—Clubs are indoor venues that are built primarily for music events but may also include comedy clubs. These venues typically have a capacity of less than 1,000 and often without full fixed seating. Because of their small size, they do not offer as much economic upside, but they also represent less risk to a concert promoter because they have lower fixed costs associated with hosting a concert and also may provide a more appropriate sized venue for developing artists. Clubs can also be used year-round and can therefore generate higher profits for the year, even though per show profits are lower. At
December 31, 2013
, we owned
three
, leased
ten
and had booking rights for
nine
clubs in North America and the United Kingdom.
|
•
|
House of Blues
—House of Blues venues are indoor venues that offer customers an integrated live music and dining experience. The live music halls are specially designed to provide optimum acoustics and typically can accommodate between 1,000 to 2,000 guests. A full-service restaurant and bar is located adjacent to the live music hall. We believe that the high quality of the food, service and unique atmosphere in our restaurants attracts customers to these venues independently from an entertainment event and generates a significant amount of repeat business from local customers. At
December 31, 2013
, we owned
two
and leased
ten
House of Blues venues located in North America. One of the House of Blues venues is comprised of two buildings where we own one and lease the other. We have included this venue as an owned venue.
|
•
|
Festival Sites
—Festival sites are outdoor locations used primarily in the summer season to stage day-long or multi-day concert events featuring several artists. Depending on the location, festival site capacities can range from 10,000 to 120,000. We believe they are popular because of the value provided to the fan by packaging several artists for a full-day or multi-day event. While festival sites only host a few events each year, they can provide higher operating income because we are able to generate income from many different services provided at the event and they have lower costs associated with producing the event and maintaining the site. At
December 31, 2013
, we owned
four
festival sites located in North America and the United Kingdom. One of the festival sites is comprised of two parcels of land where we own one and lease the other. We have included this site as owned.
|
Market and Venue
|
DMA®
Region Rank (1) |
Type of Venue
|
Live Nation’s Interest
|
Estimated
Seating Capacity |
|
NEW YORK, NY
|
1
|
|
|
|
|
PNC Bank Arts Center Presented by Cadillac Tri-State Concert Series
|
Amphitheater
|
22-year lease that expires
December 31, 2017 |
17,500
|
|
|
Nikon at Jones Beach Theater
|
Amphitheater
|
20-year license agreement that expires December 31, 2019
|
14,400
|
|
|
The Stone Pony Summer Stage
|
Amphitheater
|
Booking agreement
|
4,000
|
|
|
Convention Hall
|
Theater
|
Booking agreement
|
3,600
|
|
|
NYCB Theatre at Westbury
|
Theater
|
43-year lease that expires
December 31, 2034 |
2,800
|
|
|
Wellmont Theater
|
Theater
|
Booking agreement
|
2,600
|
|
|
Historic Paramount
|
Theater
|
Booking agreement
|
1,500
|
|
|
The Paramount
|
Theater
|
Booking agreement
|
1,500
|
|
|
Union County Performing Arts Center
|
Theater
|
Booking agreement
|
1,300
|
|
|
Roseland Ballroom
|
Club
|
Booking agreement
|
3,700
|
|
|
Irving Plaza Powered by Klipsch
|
Club
|
10-year lease that expires
October 31, 2016 |
1,100
|
|
|
Gramercy Theatre
|
Club
|
10-year lease that expires
December 31, 2016 |
600
|
|
|
The Stone Pony
|
Club
|
Booking agreement
|
600
|
|
|
Wonder Bar
|
Club
|
Booking agreement
|
300
|
|
|
LOS ANGELES, CA
|
2
|
|
|
|
|
San Manuel Amphitheater
|
Amphitheater
|
25-year lease that expires
June 30, 2018 |
65,000
|
|
|
Verizon Wireless Amphitheater
|
Amphitheater
|
20-year lease that expires
February 28, 2017 |
15,000
|
|
|
Hollywood Palladium
|
Theater
|
20-year lease that expires
January 31, 2027 |
3,500
|
|
|
The Wiltern
|
Theater
|
15-year lease that expires
June 30, 2020 |
2,300
|
|
|
FOX Performing Arts Center
|
Theater
|
3-year management agreement that expires November 30, 2016
|
1,600
|
|
|
House of Blues—Sunset Strip
|
House of Blues
|
13-year lease that expires
May 10, 2025 |
1,000
|
|
|
House of Blues—Anaheim
|
House of Blues
|
5-year lease that expires
January 31, 2016 |
1,000
|
|
|
CHICAGO, IL
|
3
|
|
|
|
|
First Midwest Bank Amphitheatre
|
Amphitheater
|
Owned
|
28,600
|
|
|
FirstMerit Bank Pavilion at Northerly Island
|
Amphitheater
|
10-year operating agreement that expires December 31, 2022
|
29,700
|
|
|
House of Blues—Chicago
|
House of Blues
|
Owned
|
1,300
|
|
|
Bottom Lounge
|
|
Club
|
Booking agreement
|
300
|
|
Market and Venue
|
DMA®
Region Rank (1) |
Type of Venue
|
Live Nation’s Interest
|
Estimated
Seating Capacity |
|
PHILADELPHIA, PA
|
4
|
|
|
|
|
Susquehanna Bank Center
|
Amphitheater
|
31-year lease that expires
September 29, 2025 |
25,000
|
|
|
Festival Pier (at Penn’s Landing)
|
Amphitheater
|
3-year license agreement that expired September 30, 2013 (currently negotiating new terms)
|
6,500
|
|
|
River Stage at Great Plaza—Penn’s Landing
|
Amphitheater
|
2-year license agreement that expired September 30, 2013 (currently negotiating new terms)
|
3,500
|
|
|
Tower Theater
|
Theater
|
Owned
|
3,100
|
|
|
Chestnut Street Theatre
|
Theater
|
Owned (currently not in operation)
|
2,400
|
|
|
The Fillmore
|
Theater
|
15-year lease (currently under construction)
|
2,600
|
|
|
Theatre of the Living Arts
|
|
Club
|
Owned
|
800
|
|
DALLAS—FORT WORTH, TX
|
5
|
|
|
|
|
Gexa Energy Pavilion
|
Amphitheater
|
30-year lease that expires
December 31, 2018 |
20,100
|
|
|
South Side Ballroom
|
Theater
|
Booking agreement
|
3,000
|
|
|
House of Blues—Dallas
|
House of Blues
|
15-year lease that expires
May 31, 2027 |
1,600
|
|
|
SAN FRANCISCO—
OAKLAND—SAN JOSE, CA |
6
|
|
|
|
|
Shoreline Amphitheatre at Mountain View
|
Amphitheater
|
15-year lease that expires
December 31, 2020 |
22,000
|
|
|
Concord Pavilion
|
Amphitheater
|
10-year management agreement that
expires December 31, 2023 |
12,500
|
|
|
The Fillmore
|
Theater
|
10-year lease that expires
August 31, 2022 |
1,200
|
|
|
Nob Hill Masonic Center
|
Theater
|
18-year lease that expires
March 31, 2028 |
3,300
|
|
|
Punch Line Comedy Club—San Francisco
|
Club
|
5-year lease that expires
September 15, 2016 |
500
|
|
|
Cobb’s Comedy Club
|
Club
|
10-year lease that expires
October 31, 2015 |
200
|
|
|
BOSTON, MA
|
7
|
|
|
|
|
Xfinity Center
|
Amphitheater
|
Owned
|
19,900
|
|
|
Blue Hills Bank Pavilion
|
Amphitheater
|
Indefinite license agreement that
expires 18 months after notification that pier is to be occupied for water dependent use |
4,900
|
|
|
Orpheum Theatre—Boston
|
Theater
|
15-year operating agreement that expires December 31, 2020
|
2,700
|
|
|
Paradise Rock Club
|
Club
|
10-year lease that expires
May 31, 2018 |
800
|
|
|
Brighton Music Hall
|
Club
|
10-year lease that expires
January 1, 2021 |
300
|
|
|
House of Blues—Boston
|
|
House of Blues
|
20-year lease that expires
February 28, 2029 |
2,400
|
|
Market and Venue
|
DMA®
Region Rank (1) |
Type of Venue
|
Live Nation’s Interest
|
Estimated
Seating Capacity |
|
WASHINGTON, DC
|
8
|
|
|
|
|
Jiffy Lube Live
|
Amphitheater
|
Owned
|
22,500
|
|
|
The Fillmore Silver Spring
|
Theater
|
20-year lease that expires
August 30, 2031 |
2,000
|
|
|
Warner Theatre
|
Theater
|
10-year lease that expires
December 31, 2023 |
1,900
|
|
|
sixth&i
|
Club
|
Booking agreement
|
800
|
|
|
ATLANTA, GA
|
9
|
|
|
|
|
Aaron’s Amphitheatre at Lakewood
|
Amphitheater
|
35-year lease that expires
December 31, 2034 |
19,000
|
|
|
Chastain Park Amphitheatre
|
Amphitheater
|
5-year lease that expires
December 31, 2015 |
6,400
|
|
|
The Tabernacle
|
Theater
|
20-year lease that expires
January 31, 2018 |
2,500
|
|
|
HOUSTON, TX
|
10
|
|
|
|
|
Cynthia Woods Mitchell Pavilion
|
Amphitheater
|
Booking agreement
|
16,500
|
|
|
Bayou Music Center
|
Theater
|
10-year lease that expires
December 31, 2022 |
2,900
|
|
|
House of Blues—Houston
|
House of Blues
|
10-year lease that expires
December 31, 2022 |
1,500
|
|
|
DETROIT, MI
|
11
|
|
|
|
|
The Fillmore Detroit
|
Theater
|
15-year lease that expires
January 31, 2018 |
2,900
|
|
|
Saint Andrew’s Hall
|
Club
|
Owned
|
800
|
|
|
PHOENIX, AZ
|
12
|
|
|
|
|
AK—Chin Pavilion
|
Amphitheater
|
60-year lease that expires
June 30, 2049 |
20,000
|
|
|
Comerica Theatre
|
Theater
|
10-year lease that expires
December 31, 2016 |
5,500
|
|
|
SEATTLE—TACOMA, WA
|
13
|
|
|
|
|
White River Amphitheatre
|
Amphitheater
|
25-year management agreement that
expires October 31, 2027 |
20,000
|
|
|
TAMPA—ST PETERSBURG—SARASOTA, FL
|
14
|
|
|
|
|
MidFlorida Credit Union Amphitheatre at the Florida State Fairgrounds
|
Amphitheater
|
15-year lease that expires
December 31, 2018 |
20,000
|
|
|
MINNEAPOLIS—ST PAUL, MN
|
15
|
|
|
|
|
Varsity Theater
|
Club
|
Booking agreement
|
900
|
|
|
MIAMI—FT LAUDERDALE, FL
|
16
|
|
|
|
|
Klipsch Amphitheatre at Bayfront Park
|
Amphitheater
|
10-year management agreement that
expires December 31, 2018 |
5,000
|
|
|
The Fillmore Miami Beach at the Jackie Gleason Theater
|
Theater
|
10-year management agreement that
expires August 31, 2017 |
2,700
|
|
|
Revolution Live
|
Club
|
Booking agreement
|
1,300
|
|
|
DENVER, CO
|
17
|
|
|
|
|
Fillmore Auditorium
|
Theater
|
Owned
|
3,600
|
|
|
ORLANDO—DAYTON BEACH— MELBOURNE, FL
|
18
|
|
|
|
|
House of Blues—Orlando
|
|
House of Blues
|
6-year lease that expires
September 30, 2019 |
2,100
|
|
Market and Venue
|
DMA®
Region Rank (1) |
Type of Venue
|
Live Nation’s Interest
|
Estimated
Seating Capacity |
|
HARTFORD—NEW HAVEN, CT
|
30
|
|
|
|
|
Comcast Theatre
|
Amphitheater
|
40-year lease that expires
September 13, 2034 |
24,200
|
|
|
Mohegan Sun Arena
|
Arena
|
Booking agreement
|
9,000
|
|
|
Toyota Presents Oakdale Theatre
|
Theater
|
Owned
|
4,600
|
|
|
KANSAS CITY, MO
|
31
|
|
|
|
|
Starlight Theatre
|
Theater
|
Booking agreement
|
8,100
|
|
|
MILWAUKEE, WI
|
34
|
|
|
|
|
Alpine Valley Music Theatre
|
Amphitheater
|
21-year management agreement
that expires December 31, 2019 |
35,300
|
|
|
CINCINNATI, OH
|
35
|
|
|
|
|
Riverbend Music Center
|
Amphitheater
|
Booking agreement
|
20,500
|
|
|
PNC Pavilion
|
Amphitheater
|
Booking agreement
|
4,000
|
|
|
Bogart’s
|
Club
|
10-year lease that expires
January 31, 2023 |
1,500
|
|
|
WEST PALM BEACH—
FORT PIERCE, FL |
38
|
|
|
|
|
Cruzan Amphitheatre
|
Amphitheater
|
10-year lease that expires
December 31, 2015 |
19,300
|
|
|
AUSTIN, TX
|
40
|
|
|
|
|
Austin360 Amphitheater
|
Amphitheater
|
Booking agreement
|
15,000
|
|
|
LAS VEGAS, NV
|
42
|
|
|
|
|
House of Blues—Las Vegas
|
House of Blues
|
5-year lease that expires
January 1, 2019 |
1,800
|
|
|
HARRISBURG—LANCASTER—
LEBANON—YORK, PA |
43
|
|
|
|
|
HERSHEYPARK Stadium
|
Stadium
|
Booking agreement
|
30,000
|
|
|
Sands Bethlehem Event Center
|
Theater
|
Booking agreement
|
3,500
|
|
|
BIRMINGHAM, AL
|
44
|
|
|
|
|
Oak Mountain Amphitheatre
|
Amphitheater
|
Owned
|
10,600
|
|
|
NORFOLK—PORTSMOUTH—
NEWPORT NEWS, VA |
45
|
|
|
|
|
Farm Bureau Live at Virginia Beach
|
Amphitheater
|
30-year lease that expires
December 31, 2025 |
20,000
|
|
|
ALBUQUERQUE—
SANTA FE, NM |
47
|
|
|
|
|
Isleta Amphitheater
|
Amphitheater
|
20-year lease that expires
April 16, 2021 |
12,000
|
|
|
Sandia Casino Amphitheater
|
Theater
|
Booking agreement
|
4,200
|
|
|
LOUISVILLE, KY
|
49
|
|
|
|
|
The Louisville Palace
|
Theater
|
Owned
|
2,700
|
|
|
Mercury Ballroom
|
Club
|
10-year lease (currently under construction)
|
1,000
|
|
|
NEW ORLEANS, LA
|
51
|
|
|
|
|
House of Blues —New Orleans
|
|
House of Blues
|
One building owned and one building
under 35-year lease that expires October 31, 2027 |
1,000
|
|
Market and Venue
|
DMA®
Region Rank (1) |
Type of Venue
|
Live Nation’s Interest
|
Estimated
Seating Capacity |
|
BUFFALO, NY
|
52
|
|
|
|
|
Darien Lake Performing Arts Center Concert Series Presented by Tops
|
Amphitheater
|
25-year lease that expires
October 15, 2020 |
21,800
|
|
|
WILKES BARRE—SCRANTON, PA
|
54
|
|
|
|
|
Toyota Pavilion at Montage Mountain
|
Amphitheater
|
10-year lease that expires
December 31, 2021 |
17,800
|
|
|
ALBANY—SCHENECTADY—
TROY, NY |
58
|
|
|
|
|
Saratoga Performing Arts Center
|
Amphitheater
|
5-year lease that expires
September 2, 2019 |
25,200
|
|
|
FLORENCE—MYRTLE BEACH, SC
|
102
|
|
|
|
|
House of Blues—Myrtle Beach
|
House of Blues
|
27-year lease that expires
May 31, 2025 |
2,000
|
|
|
YAKIMA—PASCO—RICHLAND—
KENNEWICK, WA |
124
|
|
|
|
|
The Gorge Amphitheatre
|
Amphitheater
|
20-year lease that expires
October 31, 2023 |
20,000
|
|
|
WHEELING, WV—STEUBENVILLE,
OH |
157
|
|
|
|
|
Jamboree in the Hills Festival Site
|
Festival Site
|
Owned
|
N/A
|
|
|
LAKE CHARLES, LA
|
175
|
|
|
|
|
L'Auberge Resort Lake Charles Liquid Society
|
Amphitheater
|
Booking agreement
|
5,000
|
|
|
TORONTO, CANADA
|
N/A
|
|
|
|
|
Molson Canadian Amphitheatre
|
Amphitheater
|
10-year lease that expires
December 31, 2020 |
16,000
|
|
|
VANCOUVER, CANADA
|
N/A
|
|
|
|
|
Rogers Arena
|
Arena
|
Booking agreement
|
13,000
|
|
|
Commodore Ballroom
|
Club
|
20-year lease that expires
July 31, 2019 |
1,100
|
|
|
BIRMINGHAM, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Birmingham
|
Theater
|
27-year lease that expires
September 25, 2034 |
3,000
|
|
|
BOURNEMOUTH, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Bournemouth
|
Theater
|
35-year lease that expires
July 17, 2034 |
1,800
|
|
|
BRIGHTON, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Brighton
|
Theater
|
30-year lease that expires
February 15, 2037 (currently not in operation) |
2,500
|
|
|
BRISTOL, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Bristol
|
Theater
|
25-year lease that expires
December 25, 2023 |
1,900
|
|
|
LEEDS, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Leeds
|
Theater
|
25-year lease that expires
June 23, 2026 |
2,300
|
|
|
Leeds Festival Site
|
|
Festival Site
|
Owned
|
N/A
|
|
Market and Venue
|
DMA®
Region Rank (1) |
Type of Venue
|
Live Nation’s Interest
|
Estimated
Seating Capacity |
|
LIVERPOOL, ENGLAND
|
N/A
|
|
|
|
|
O2 Academy Liverpool
|
Theater
|
34-year lease that expires
January 22, 2037 |
1,200
|
|
|
Nation
|
Club
|
3-year lease that expires
March 6, 2016 |
2,900
|
|
|
LONDON, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Brixton
|
Theater
|
98-year lease that expires
December 24, 2024 |
4,900
|
|
|
O
2
Academy Shepherds Bush Empire
|
Theater
|
Owned
|
2,000
|
|
|
O
2
Academy Islington
|
Theater
|
25-year lease that expires
June 20, 2028 |
800
|
|
|
MANCHESTER, ENGLAND
|
N/A
|
|
|
|
|
O
2
Apollo Manchester
|
Theater
|
Owned
|
3,500
|
|
|
NEWCASTLE, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Newcastle
|
Theater
|
99-year lease that expires
March 24, 2021 |
2,000
|
|
|
NOTTINGHAM, ENGLAND
|
N/A
|
|
|
|
|
Media
|
Club
|
25-year lease agreement that expires on September 30, 2023 (currently not in operation)
|
1,400
|
|
|
OXFORD, ENGLAND
|
N/A
|
|
|
|
|
O
2
Academy Oxford
|
Theater
|
25-year lease that expires
October 30, 2031 |
1,000
|
|
|
READING, ENGLAND
|
N/A
|
|
|
|
|
Little John’s Farm
|
Festival Site
|
Owned
|
N/A
|
|
|
SHEFFIELD, ENGLAND
|
N/A
|
|
|
|
|
Motorpoint Arena
|
Arena
|
5-year management agreement
that expires March 31, 2016 |
11,300
|
|
|
O
2
Academy Sheffield
|
Theater
|
35-year lease that expires
January 9, 2043 |
2,400
|
|
|
SOUTHAMPTON, ENGLAND
|
N/A
|
|
|
|
|
O
2
Guildhall Southampton
|
Theater
|
10-year management agreement
that expires February 10, 2023 |
1,800
|
|
|
AMSTERDAM, THE NETHERLANDS
|
N/A
|
|
|
|
|
Heineken Music Hall
|
Arena
|
20-year lease that expires
December 31, 2027 |
5,500
|
|
|
Ziggo Dome
|
Arena
|
20-year lease that expires
June 1, 2032 |
15,700
|
|
|
GLASGOW, SCOTLAND
|
N/A
|
|
|
|
|
O
2
Academy Glasgow
|
Theater
|
Owned
|
2,500
|
|
|
O
2
ABC Glasgow
|
Theater
|
40-year lease that expires
August 24, 2039 |
1,600
|
|
|
King Tuts Wah Wah Hut
|
Club
|
Owned
|
300
|
|
|
Universe
|
Club
|
25-year lease agreement that expires
on July 29, 2017 (currently not in operation) |
200
|
|
|
Balado Airfield
(T in the Park)
|
|
Festival Site
|
One parcel owned/one parcel under a 1-year lease that expires August 1, 2014
|
N/A
|
|
Market and Venue
|
DMA®
Region Rank (1) |
Type of Venue
|
Live Nation’s Interest
|
Estimated
Seating Capacity |
|
CARDIFF, WALES
|
N/A
|
|
|
|
|
Motorpoint Arena Cardiff
|
Arena
|
137-year lease that expires
December 25, 2131 |
6,700
|
|
|
DUBLIN, IRELAND
|
N/A
|
|
|
|
|
The O
2
Dublin
|
Arena
|
Owned
|
13,000
|
|
|
Bord Gáis Energy Theatre
|
Theater
|
5-year management agreement
that expires December 31, 2015 |
2,000
|
|
|
TURIN, ITALY
|
N/A
|
|
|
|
|
Palasport Olimpico
|
Arena
|
30-year management agreement
that expires November 25, 2039 |
12,500
|
|
|
Palavela
|
Arena
|
30-year management agreement
that expires November 25, 2039 |
8,300
|
|
|
COPENHAGEN, DENMARK
|
N/A
|
|
|
|
|
Copenhagen Arena
|
Arena
|
30-year lease (currently under construction)
|
12,500
|
|
(1)
|
DMA
®
region refers to a United States designated market area as of September 28, 2013. At that date, there were 210 DMA
®
s. DMA
®
is a registered trademark of Nielsen Media Research, Inc.
|
Venue Type
|
|
Capacity
|
|
Owned
|
|
Leased
|
|
Operated
|
|
Exclusive
Booking Rights |
|
Equity
Interest |
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stadium
|
|
More than 30,000
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Amphitheater
|
|
5,000 - 30,000
|
|
8
|
|
|
27
|
|
|
6
|
|
|
10
|
|
|
—
|
|
|
51
|
|
Arena
|
|
5,000 - 20,000
|
|
1
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
10
|
|
Theater
|
|
1,000 - 6,500
|
|
7
|
|
|
24
|
|
|
5
|
|
|
11
|
|
|
1
|
|
|
48
|
|
Club
|
|
Less than 1,000
|
|
3
|
|
|
10
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
22
|
|
House of Blues
|
|
1,000 - 2,000
|
|
2
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
Festival Site
|
|
N/A
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
Total active venues
|
|
|
|
25
|
|
|
74
|
|
|
14
|
|
|
34
|
|
|
1
|
|
|
148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Venues currently under construction
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Venues not currently in operation
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
•
|
the quality of service delivered to our artists, fans and corporate sponsors;
|
•
|
our track record in promoting and producing live music events and tours both domestically and internationally;
|
•
|
artist relationships;
|
•
|
our global footprint;
|
•
|
ticketing software and services;
|
•
|
our ecommerce site and associated database;
|
•
|
distribution platform (venues);
|
•
|
the scope and effectiveness in our expertise of marketing and sponsorship programs; and
|
•
|
our financial stability.
|
•
|
construction, renovation and operation of our venues;
|
•
|
licensing, permitting and zoning, including noise ordinances;
|
•
|
human health, safety and sanitation requirements;
|
•
|
the service of food and alcoholic beverages;
|
•
|
working conditions, labor, minimum wage and hour, citizenship and employment laws;
|
•
|
compliance with the ADA and the DDA;
|
•
|
historic landmark rules;
|
•
|
compliance with United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and similar regulations in other countries;
|
•
|
hazardous and non-hazardous waste and other environmental protection laws;
|
•
|
sales and other taxes and withholding of taxes;
|
•
|
privacy laws and protection of personally identifiable information;
|
•
|
marketing activities via the telephone and online; and
|
•
|
primary ticketing and ticket resale services.
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Michael Rapino
|
|
48
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
Ron Bension
|
|
59
|
|
President–HOB Entertainment
|
|
|
|
|
|
Joe Berchtold
|
|
49
|
|
Chief Operating Officer
|
|
|
|
|
|
Mark Campana
|
|
56
|
|
President–North America Concerts, Regions North
|
|
|
|
|
|
Brian Capo
|
|
47
|
|
Chief Accounting Officer
|
|
|
|
|
|
Arthur Fogel
|
|
60
|
|
Chairman–Global Music and President–Global Touring
|
|
|
|
|
|
John Hopmans
|
|
55
|
|
Executive Vice President–Mergers and Acquisitions and Strategic Finance
|
|
|
|
|
|
Simon Lewis
|
|
50
|
|
President–Live Nation Europe-Sponsorship and Concerts
|
|
|
|
|
|
John Reid
|
|
52
|
|
President–Live Nation Europe-Concerts
|
|
|
|
|
|
Alan Ridgeway
|
|
47
|
|
President–International and Emerging Markets
|
|
|
|
|
|
Bob Roux
|
|
56
|
|
President–North America Concerts, Regions South
|
|
|
|
|
|
Michael Rowles
|
|
48
|
|
General Counsel and Secretary
|
|
|
|
|
|
Jared Smith
|
|
36
|
|
President–Ticketmaster North America
|
|
|
|
|
|
Russell Wallach
|
|
48
|
|
President–North America Sponsorships
|
|
|
|
|
|
Kathy Willard
|
|
47
|
|
Chief Financial Officer
|
|
|
|
|
|
Mark Yovich
|
|
39
|
|
President–Ticketmaster International
|
•
|
an increased level of competition for advertising dollars, which may lead to lower sponsorships as we attempt to retain advertisers or which may cause us to lose advertisers to our competitors offering better programs that we are unable or unwilling to match;
|
•
|
unfavorable fluctuations in operating costs, including increased guarantees to artists, which we may be unwilling or unable to pass through to our customers via ticket prices;
|
•
|
competitors’ offerings that may include more favorable terms than we do in order to obtain agreements for new venues or ticketing arrangements or to obtain events for the venues they operate;
|
•
|
technological changes and innovations that we are unable to adopt or are late in adopting that offer more attractive entertainment alternatives than we or other live entertainment providers currently offer, which may lead to a reduction in attendance at live events, a loss of ticket sales or to lower ticket fees;
|
•
|
other entertainment options available to our audiences that we do not offer;
|
•
|
general economic conditions which could cause our consumers to reduce discretionary spending;
|
•
|
unfavorable changes in labor conditions which may require us to spend more to retain and attract key employees; and
|
•
|
unfavorable shifts in population and other demographics which may cause us to lose audiences as people migrate to markets where we have a smaller presence, or which may cause sponsors to be unwilling to pay for sponsorship and advertising opportunities if the general population shifts into a less desirable age or geographical demographic from an advertising perspective.
|
Fiscal Quarter Ended
|
|
Operating
income (loss)
|
||
|
|
(in thousands)
|
||
|
|
|
||
March 31, 2012
|
|
$
|
(42,803
|
)
|
June 30, 2012
|
|
$
|
42,968
|
|
September 30, 2012
|
|
$
|
104,515
|
|
December 31, 2012
|
|
$
|
(126,319
|
)
|
March 31, 2013
|
|
$
|
(33,189
|
)
|
June 30, 2013
|
|
$
|
97,806
|
|
September 30, 2013
|
|
$
|
126,037
|
|
December 31, 2013
|
|
$
|
(50,994
|
)
|
•
|
political instability, adverse changes in diplomatic relations and unfavorable economic conditions in the markets in which we currently have international operations or into which we may expand;
|
•
|
more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, which could result in increased compliance costs and/or otherwise restrict the manner in which we provide services and the amount of related fees charged for such services;
|
•
|
limitations on the enforcement of intellectual property rights;
|
•
|
limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings;
|
•
|
adverse tax consequences;
|
•
|
expropriations of property and risks of renegotiation or modification of existing agreements with governmental authorities;
|
•
|
diminished ability to legally enforce our contractual rights in foreign countries;
|
•
|
limitations on technology infrastructure, which could limit our ability to migrate international operations to a common ticketing system;
|
•
|
lower levels of internet usage, credit card usage and consumer spending in comparison to those in the United States; and
|
•
|
difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by United States law and our internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing of foreign operations, which we might not be able to do effectively, or if so, on a cost-efficient basis.
|
•
|
use a significant portion of our available cash;
|
•
|
issue equity securities, which would dilute current stockholders’ percentage ownership;
|
•
|
incur substantial debt;
|
•
|
incur or assume contingent liabilities, known or unknown;
|
•
|
incur amortization expenses related to intangibles; and
|
•
|
incur large accounting write-offs.
|
•
|
integrating the operations, financial reporting, technologies and personnel of acquired companies;
|
•
|
managing geographically dispersed operations;
|
•
|
the diversion of management’s attention from other business concerns;
|
•
|
the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; and
|
•
|
the potential loss of key employees, customers and strategic partners of acquired companies.
|
•
|
availability of financing on favorable terms;
|
•
|
advances in technology and related changes in customer expectations;
|
•
|
unforeseen changes in design;
|
•
|
increases in the cost of materials, equipment and labor;
|
•
|
fluctuations in foreign exchange rates;
|
•
|
litigation, accidents or natural disasters;
|
•
|
national or regional economic changes;
|
•
|
additional land acquisition costs;
|
•
|
environmental or hazardous conditions; and
|
•
|
undetected soil or land conditions.
|
•
|
construction, renovation and operation of our venues;
|
•
|
licensing, permitting and zoning, including noise ordinances;
|
•
|
human health, safety and sanitation requirements;
|
•
|
the service of food and alcoholic beverages;
|
•
|
working conditions, labor, minimum wage and hour, citizenship and employment laws;
|
•
|
compliance with the ADA and the DDA;
|
•
|
historic landmark rules;
|
•
|
compliance with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and similar regulations in other countries, as more particularly described above under the risk factor related to our international operations;
|
•
|
hazardous and non-hazardous waste and other environmental protection laws;
|
•
|
sales and other taxes and withholding of taxes;
|
•
|
privacy laws and protection of personally identifiable information;
|
•
|
marketing activities via the telephone and online; and
|
•
|
primary ticketing and ticket resale services.
|
•
|
construction of live music venues may result in cost overruns, delays or unanticipated expenses;
|
•
|
desirable sites for live music venues may be unavailable or costly; and
|
•
|
the attractiveness of our venue locations may deteriorate over time.
|
•
|
making it more difficult for us to satisfy our obligations;
|
•
|
increasing our vulnerability to adverse economic, regulatory and industry conditions;
|
•
|
limiting our ability to obtain additional financing for future working capital, capital expenditures, mergers and other purposes;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to fund payments on our debt, thereby reducing funds available for operations and other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
making us more vulnerable to increases in interest rates;
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt; and
|
•
|
having a material adverse effect on us if we fail to comply with the covenants in the instruments governing our debt.
|
•
|
incur additional debt;
|
•
|
pay dividends and make distributions;
|
•
|
make certain investments;
|
•
|
repurchase our stock and prepay certain indebtedness;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
modify the nature of our business;
|
•
|
enter into sale-leaseback transactions;
|
•
|
transfer and sell material assets; and
|
•
|
merge or consolidate.
|
•
|
our quarterly or annual earnings, or those of other companies in our industry;
|
•
|
actual or anticipated fluctuations in our operating results due to the seasonality of our business and other factors related to our business;
|
•
|
our loss of or inability to obtain significant popular artists or ticketing clients;
|
•
|
changes in accounting standards, policies, guidance, interpretations or principles;
|
•
|
announcements by us or our competitors of significant contracts, acquisitions or divestitures;
|
•
|
the publication by securities analysts of financial estimates or reports about our business;
|
•
|
changes by securities analysts of earnings estimates or reports, or our inability to meet those estimates or achieve any goals described in those reports;
|
•
|
the disclosure of facts about our business that may differ from those assumed by securities analysts in preparing their estimates or reports about us;
|
•
|
media reports, whether accurate or inaccurate;
|
•
|
the operating and stock price performance of other comparable companies;
|
•
|
overall market fluctuations; and
|
•
|
general economic conditions.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(in thousands except per share data)
|
||||||||||||||||||
Results of Operations Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
6,478,547
|
|
|
$
|
5,819,047
|
|
|
$
|
5,383,998
|
|
|
$
|
5,063,748
|
|
|
$
|
4,181,021
|
|
Operating income (loss)
|
$
|
139,660
|
|
|
$
|
(21,639
|
)
|
|
$
|
18,337
|
|
|
$
|
(63,700
|
)
|
|
$
|
(52,356
|
)
|
Loss from continuing operations before income taxes
|
$
|
(5,137
|
)
|
|
$
|
(132,161
|
)
|
|
$
|
(96,627
|
)
|
|
$
|
(188,654
|
)
|
|
$
|
(114,678
|
)
|
Net loss attributable to common stockholders of Live Nation Entertainment, Inc.
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
|
$
|
(83,016
|
)
|
|
$
|
(228,390
|
)
|
|
$
|
(60,179
|
)
|
Basic and diluted loss from continuing operations attributable to common stockholders of Live Nation Entertainment, Inc.
|
$
|
(0.22
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(1.36
|
)
|
|
$
|
(1.65
|
)
|
Cash dividends per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,683,521
|
|
|
$
|
5,290,806
|
|
|
$
|
5,077,344
|
|
|
$
|
5,195,560
|
|
|
$
|
2,341,759
|
|
Long-term debt, net (including current maturities)
|
$
|
1,808,887
|
|
|
$
|
1,740,005
|
|
|
$
|
1,705,261
|
|
|
$
|
1,731,864
|
|
|
$
|
740,069
|
|
Redeemable preferred stock
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
40,000
|
|
(1)
|
Acquisitions and dispositions significantly impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.
|
|
Year Ended December 31,
|
|
% Change
2013 vs 2012 |
|
% Change
2012 vs 2011 |
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
6,478,547
|
|
|
$
|
5,819,047
|
|
|
$
|
5,383,998
|
|
|
11%
|
|
8%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Direct operating expenses
|
4,680,507
|
|
|
4,151,277
|
|
|
3,789,488
|
|
|
13%
|
|
10%
|
|||
Selling, general and administrative expenses
|
1,226,892
|
|
|
1,143,632
|
|
|
1,111,969
|
|
|
7%
|
|
3%
|
|||
Depreciation and amortization
|
368,923
|
|
|
429,557
|
|
|
343,018
|
|
|
(14)%
|
|
25%
|
|||
(Gain) loss on disposal of operating assets
|
(38,259
|
)
|
|
(514
|
)
|
|
978
|
|
|
*
|
|
*
|
|||
Corporate expenses
|
94,385
|
|
|
113,364
|
|
|
112,157
|
|
|
(17)%
|
|
1%
|
|||
Acquisition transaction expenses
|
6,439
|
|
|
3,370
|
|
|
8,051
|
|
|
*
|
|
*
|
|||
Operating income (loss)
|
139,660
|
|
|
(21,639
|
)
|
|
18,337
|
|
|
*
|
|
*
|
|||
Operating margin
|
2.2
|
%
|
|
(0.4
|
)%
|
|
0.3
|
%
|
|
|
|
|
|||
Interest expense
|
111,659
|
|
|
123,740
|
|
|
120,414
|
|
|
|
|
|
|||
Loss (gain) on extinguishment of debt
|
36,269
|
|
|
(460
|
)
|
|
—
|
|
|
|
|
|
|||
Interest income
|
(5,071
|
)
|
|
(4,170
|
)
|
|
(4,215
|
)
|
|
|
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
(856
|
)
|
|
(9,921
|
)
|
|
(7,742
|
)
|
|
|
|
|
|||
Other expense, net
|
2,796
|
|
|
1,333
|
|
|
6,507
|
|
|
|
|
|
|||
Loss before income taxes
|
(5,137
|
)
|
|
(132,161
|
)
|
|
(96,627
|
)
|
|
|
|
|
|||
Income tax expense (benefit)
|
30,878
|
|
|
29,736
|
|
|
(26,224
|
)
|
|
|
|
|
|||
Net loss
|
(36,015
|
)
|
|
(161,897
|
)
|
|
(70,403
|
)
|
|
|
|
|
|||
Net income attributable to noncontrolling interests
|
7,363
|
|
|
1,330
|
|
|
12,613
|
|
|
|
|
|
|||
Net loss attributable to common stockholders of Live Nation Entertainment, Inc.
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
|
$
|
(83,016
|
)
|
|
|
|
|
*
|
Percentages are not meaningful.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
Concerts
(1)
|
|
|
|
|
|
||||||
Total estimated events:
|
|
|
|
|
|
||||||
North America
|
15,582
|
|
|
14,942
|
|
|
15,526
|
|
|||
International
|
7,270
|
|
|
6,996
|
|
|
6,718
|
|
|||
Total estimated events
|
22,852
|
|
|
21,938
|
|
|
22,244
|
|
|||
Total estimated fans (rounded):
|
|
|
|
|
|
||||||
North America
|
38,009,000
|
|
|
32,079,000
|
|
|
31,060,000
|
|
|||
International
(2)
|
21,527,000
|
|
|
17,915,000
|
|
|
16,803,000
|
|
|||
Total estimated fans
|
59,536,000
|
|
|
49,994,000
|
|
|
47,863,000
|
|
|||
Ancillary net revenue per attendee:
|
|
|
|
|
|
||||||
North America amphitheaters
|
$
|
18.44
|
|
|
$
|
18.56
|
|
|
$
|
18.11
|
|
International festivals
|
$
|
17.69
|
|
|
$
|
15.55
|
|
|
$
|
16.62
|
|
Ticketing
(3)
|
|
|
|
|
|
||||||
Number of tickets sold (in thousands):
|
|
|
|
|
|
||||||
Concerts
|
76,524
|
|
|
75,372
|
|
|
71,632
|
|
|||
Sports
|
30,059
|
|
|
28,760
|
|
|
27,055
|
|
|||
Arts and theater
|
19,112
|
|
|
19,961
|
|
|
21,891
|
|
|||
Family
|
16,628
|
|
|
15,970
|
|
|
14,248
|
|
|||
Other
(4)
|
6,529
|
|
|
7,669
|
|
|
6,541
|
|
|||
|
148,852
|
|
|
147,732
|
|
|
141,367
|
|
|||
Gross transaction value of tickets sold (in thousands)
|
$
|
9,352,673
|
|
|
$
|
9,146,254
|
|
|
$
|
8,441,230
|
|
Number of customers in database (rounded)
|
129,585,000
|
|
|
119,592,000
|
|
|
110,208,000
|
|
|||
Sponsorship & Advertising
|
|
|
|
|
|
||||||
Sponsorship revenue (in thousands)
|
$
|
212,869
|
|
|
$
|
191,773
|
|
|
$
|
179,734
|
|
Online advertising revenue (in thousands)
|
$
|
71,823
|
|
|
$
|
56,148
|
|
|
$
|
51,057
|
|
(1)
|
Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins but number of fans is based on the days the person was present at the festival and thus can be reported in multiple quarters. Events and fan attendance metrics are estimated each quarter.
|
(2)
|
In prior years, estimated fans for international festivals was based on the number of fans who purchased a ticket. In 2013, we are reporting estimated fans for international festivals based on the number of fans who attend the festival to be consistent with all other events. Prior period amounts have been adjusted to reflect the current period presentation. This adjustment resulted in increases in estimated fans of approximately 1.2 million and 1.1 million for the years ended December 31, 2012 and 2011, respectively.
|
(3)
|
The number and gross transaction value of tickets sold includes primary tickets only and excludes tickets sold for the 2012 Olympics. These metrics include tickets sold during the period regardless of event timing except for our promoted events in our owned or operated venues and in certain European territories where these tickets are reported as the events occur. The total number of tickets sold reported above for
2013
,
2012
and
2011
excludes approximately
250 million
, 255 million and 256 million, respectively, of tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, for which we do not receive a fee.
|
(4)
|
Other category includes tickets for comedy shows, facility tours, donations, lectures, seminars and cinemas.
|
|
Year Ended December 31,
|
|
% Change
2013 vs 2012 |
|
% Change
2012 vs 2011 |
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
4,517,191
|
|
|
$
|
3,870,371
|
|
|
$
|
3,506,188
|
|
|
17%
|
|
10%
|
Direct operating expenses
|
3,829,991
|
|
|
3,274,951
|
|
|
2,946,410
|
|
|
17%
|
|
11%
|
|||
Selling, general and administrative expenses
|
632,614
|
|
|
569,570
|
|
|
535,500
|
|
|
11%
|
|
6%
|
|||
Depreciation and amortization
|
132,386
|
|
|
145,552
|
|
|
132,441
|
|
|
(9)%
|
|
10%
|
|||
Gain on disposal of operating assets
|
(38,927
|
)
|
|
(453
|
)
|
|
(880
|
)
|
|
*
|
|
*
|
|||
Acquisition transaction expenses
|
723
|
|
|
847
|
|
|
(2,286
|
)
|
|
*
|
|
*
|
|||
Operating loss
|
$
|
(39,596
|
)
|
|
$
|
(120,096
|
)
|
|
$
|
(104,997
|
)
|
|
67%
|
|
(14)%
|
Operating margin
|
(0.9
|
)%
|
|
(3.1
|
)%
|
|
(3.0
|
)%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
60,326
|
|
|
$
|
31,364
|
|
|
$
|
30,275
|
|
|
92%
|
|
4%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Year Ended December 31,
|
|
% Change
2013 vs 2012 |
|
% Change
2012 vs 2011 |
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,407,817
|
|
|
$
|
1,374,049
|
|
|
$
|
1,319,343
|
|
|
2%
|
|
4%
|
Direct operating expenses
|
672,221
|
|
|
651,055
|
|
|
618,382
|
|
|
3%
|
|
5%
|
|||
Selling, general and administrative expenses
|
442,788
|
|
|
434,310
|
|
|
428,364
|
|
|
2%
|
|
1%
|
|||
Depreciation and amortization
|
190,801
|
|
|
165,947
|
|
|
158,071
|
|
|
15%
|
|
5%
|
|||
Gain on disposal of operating assets
|
(4
|
)
|
|
(225
|
)
|
|
(96
|
)
|
|
*
|
|
*
|
|||
Acquisition transaction expenses
|
245
|
|
|
153
|
|
|
1,314
|
|
|
*
|
|
*
|
|||
Operating income
|
$
|
101,766
|
|
|
$
|
122,809
|
|
|
$
|
113,308
|
|
|
(17)%
|
|
8%
|
Operating margin
|
7.2
|
%
|
|
8.9
|
%
|
|
8.6
|
%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
298,121
|
|
|
$
|
294,625
|
|
|
$
|
279,045
|
|
|
1%
|
|
6%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Year Ended December 31,
|
|
% Change
2013 vs 2012 |
|
% Change
2012 vs 2011 |
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
352,947
|
|
|
$
|
399,940
|
|
|
$
|
393,129
|
|
|
(12)%
|
|
2%
|
Direct operating expenses
|
218,113
|
|
|
263,896
|
|
|
260,884
|
|
|
(17)%
|
|
1%
|
|||
Selling, general and administrative expenses
|
103,304
|
|
|
99,786
|
|
|
113,199
|
|
|
4%
|
|
(12)%
|
|||
Depreciation and amortization
|
42,613
|
|
|
115,696
|
|
|
50,412
|
|
|
(63)%
|
|
*
|
|||
Loss (gain) on disposal of operating assets
|
665
|
|
|
(42
|
)
|
|
1,264
|
|
|
*
|
|
*
|
|||
Acquisition transaction expenses
|
3
|
|
|
1,163
|
|
|
(7,758
|
)
|
|
*
|
|
*
|
|||
Operating loss
|
$
|
(11,751
|
)
|
|
$
|
(80,559
|
)
|
|
$
|
(24,872
|
)
|
|
85%
|
|
*
|
Operating margin
|
(3.3
|
)%
|
|
(20.1
|
)%
|
|
(6.3
|
)%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
32,084
|
|
|
$
|
38,134
|
|
|
$
|
47,178
|
|
|
(16)%
|
|
(19)%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Year Ended December 31,
|
|
% Change
2013 vs 2012 |
|
% Change
2012 vs 2011 |
||||||||||
|
2013
|
|
2012
|
|
2011
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
284,692
|
|
|
$
|
247,921
|
|
|
$
|
230,791
|
|
|
15%
|
|
7%
|
Direct operating expenses
|
45,021
|
|
|
34,738
|
|
|
33,682
|
|
|
30%
|
|
3%
|
|||
Selling, general and administrative expenses
|
45,618
|
|
|
38,198
|
|
|
32,787
|
|
|
19%
|
|
17%
|
|||
Depreciation and amortization
|
2,351
|
|
|
1,187
|
|
|
483
|
|
|
*
|
|
*
|
|||
Acquisition transaction expenses
|
64
|
|
|
—
|
|
|
—
|
|
|
*
|
|
*
|
|||
Operating income
|
$
|
191,638
|
|
|
$
|
173,798
|
|
|
$
|
163,839
|
|
|
10%
|
|
6%
|
Operating margin
|
67.3
|
%
|
|
70.1
|
%
|
|
71.0
|
%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
194,807
|
|
|
$
|
175,619
|
|
|
$
|
165,081
|
|
|
11%
|
|
6%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Adjusted
operating
income
(loss)
|
|
Non-cash
and stock-
based
compensation
expense
|
|
(Gain) Loss
on disposal of
operating
assets
|
|
Depreciation
and
amortization
|
|
Acquisition
expenses
|
|
Operating
income
(loss)
|
||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Concerts
|
$
|
60,326
|
|
|
$
|
5,740
|
|
|
$
|
(38,927
|
)
|
|
$
|
132,386
|
|
|
$
|
723
|
|
|
$
|
(39,596
|
)
|
Ticketing
|
298,121
|
|
|
5,313
|
|
|
(4
|
)
|
|
190,801
|
|
|
245
|
|
|
101,766
|
|
||||||
Artist Nation
|
32,084
|
|
|
554
|
|
|
665
|
|
|
42,613
|
|
|
3
|
|
|
(11,751
|
)
|
||||||
Sponsorship & Advertising
|
194,807
|
|
|
754
|
|
|
—
|
|
|
2,351
|
|
|
64
|
|
|
191,638
|
|
||||||
Other and Eliminations
|
(1,829
|
)
|
|
—
|
|
|
7
|
|
|
(1,839
|
)
|
|
—
|
|
|
3
|
|
||||||
Corporate
|
(78,331
|
)
|
|
16,054
|
|
|
—
|
|
|
2,611
|
|
|
5,404
|
|
|
(102,400
|
)
|
||||||
Total
|
$
|
505,178
|
|
|
$
|
28,415
|
|
|
$
|
(38,259
|
)
|
|
$
|
368,923
|
|
|
$
|
6,439
|
|
|
$
|
139,660
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Concerts
|
$
|
31,364
|
|
|
$
|
5,514
|
|
|
$
|
(453
|
)
|
|
$
|
145,552
|
|
|
$
|
847
|
|
|
$
|
(120,096
|
)
|
Ticketing
|
294,625
|
|
|
6,273
|
|
|
(225
|
)
|
|
165,947
|
|
|
(179
|
)
|
|
122,809
|
|
||||||
Artist Nation
|
38,134
|
|
|
1,876
|
|
|
(42
|
)
|
|
115,696
|
|
|
1,163
|
|
|
(80,559
|
)
|
||||||
Sponsorship & Advertising
|
175,619
|
|
|
634
|
|
|
—
|
|
|
1,187
|
|
|
—
|
|
|
173,798
|
|
||||||
Other and Eliminations
|
(1,639
|
)
|
|
—
|
|
|
206
|
|
|
(1,654
|
)
|
|
—
|
|
|
(191
|
)
|
||||||
Corporate
|
(78,965
|
)
|
|
22,766
|
|
|
—
|
|
|
2,829
|
|
|
12,840
|
|
|
(117,400
|
)
|
||||||
Total
|
$
|
459,138
|
|
|
$
|
37,063
|
|
|
$
|
(514
|
)
|
|
$
|
429,557
|
|
|
$
|
14,671
|
|
|
$
|
(21,639
|
)
|
2011
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Concerts
|
$
|
30,275
|
|
|
$
|
5,995
|
|
|
$
|
(880
|
)
|
|
$
|
132,441
|
|
|
$
|
(2,284
|
)
|
|
$
|
(104,997
|
)
|
Ticketing
|
279,045
|
|
|
5,607
|
|
|
(96
|
)
|
|
158,071
|
|
|
2,155
|
|
|
113,308
|
|
||||||
Artist Nation
|
47,178
|
|
|
28,132
|
|
|
1,264
|
|
|
50,412
|
|
|
(7,758
|
)
|
|
(24,872
|
)
|
||||||
Sponsorship & Advertising
|
165,081
|
|
|
763
|
|
|
—
|
|
|
483
|
|
|
(4
|
)
|
|
163,839
|
|
||||||
Other and Eliminations
|
2,298
|
|
|
—
|
|
|
689
|
|
|
(855
|
)
|
|
—
|
|
|
2,464
|
|
||||||
Corporate
|
(85,972
|
)
|
|
20,148
|
|
|
1
|
|
|
2,466
|
|
|
22,818
|
|
|
(131,405
|
)
|
||||||
Total
|
$
|
437,905
|
|
|
$
|
60,645
|
|
|
$
|
978
|
|
|
$
|
343,018
|
|
|
$
|
14,927
|
|
|
$
|
18,337
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Maintenance capital expenditures
|
$
|
59,645
|
|
|
$
|
62,962
|
|
|
$
|
64,351
|
|
Revenue generating capital expenditures
|
56,732
|
|
|
60,255
|
|
|
47,693
|
|
|||
Total capital expenditures
|
$
|
116,377
|
|
|
$
|
123,217
|
|
|
$
|
112,044
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
2019 and
|
||||||||||
|
Total
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations, including current maturities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Term loans and revolving credit facility
|
$
|
1,061,188
|
|
|
$
|
18,125
|
|
|
$
|
44,875
|
|
|
$
|
98,063
|
|
|
$
|
900,125
|
|
7% senior notes
|
425,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425,000
|
|
|||||
2.875% convertible senior notes
(1)
|
220,000
|
|
|
220,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term debt
|
118,097
|
|
|
47,864
|
|
|
50,454
|
|
|
3,281
|
|
|
16,498
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated interest payments
(2)
|
446,582
|
|
|
76,526
|
|
|
134,572
|
|
|
128,734
|
|
|
106,750
|
|
|||||
Non-cancelable operating leases
(3)
|
2,280,565
|
|
|
119,371
|
|
|
248,382
|
|
|
220,685
|
|
|
1,692,127
|
|
|||||
Non-cancelable contracts
(3)
|
1,360,114
|
|
|
864,519
|
|
|
303,169
|
|
|
162,436
|
|
|
29,990
|
|
|||||
Capital expenditures
|
8,061
|
|
|
7,736
|
|
|
50
|
|
|
25
|
|
|
250
|
|
|||||
Contingent consideration
|
6,954
|
|
|
2,946
|
|
|
4,008
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
5,926,561
|
|
|
$
|
1,357,087
|
|
|
$
|
785,510
|
|
|
$
|
613,224
|
|
|
$
|
3,170,740
|
|
(1)
|
July 15, 2014 represents the earliest redemption date for the holders of the 2.875% convertible senior notes.
|
(2)
|
Includes interest on the 2.875% convertible senior notes through July 2014. Does not include interest on the revolving credit facility as the balance was zero as of
December 31, 2013
.
|
(3)
|
Commitment amounts for non-cancelable operating leases and non-cancelable contracts which stipulate an increase in the commitment amount based on an inflationary index have been estimated using an inflation factor of
2.4%
for North America,
3.3%
for the United Kingdom and
1.8%
for the Netherlands.
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
417,472
|
|
|
$
|
367,098
|
|
|
$
|
135,705
|
|
Investing activities
|
$
|
(143,663
|
)
|
|
$
|
(203,791
|
)
|
|
$
|
(152,017
|
)
|
Financing activities
|
$
|
32,984
|
|
|
$
|
(19,891
|
)
|
|
$
|
(44,379
|
)
|
Year Ended December 31,
|
||||||||
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
*
|
For the years ended December 31,
2013
,
2012
,
2011
,
2010
and
2009
, fixed charges exceeded earnings from continuing operations before income taxes and fixed charges by $6.0 million, $142.1 million, $104.4 million, $193.6 million and $116.5 million, respectively.
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,299,184
|
|
|
$
|
1,001,055
|
|
Accounts receivable, less allowance of $19,850 and $19,794 in 2013 and 2012, respectively
|
439,151
|
|
|
415,790
|
|
||
Prepaid expenses
|
378,342
|
|
|
359,936
|
|
||
Other current assets
|
43,427
|
|
|
36,031
|
|
||
Total current assets
|
2,160,104
|
|
|
1,812,812
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land, buildings and improvements
|
816,931
|
|
|
852,175
|
|
||
Computer equipment and capitalized software
|
421,846
|
|
|
338,919
|
|
||
Furniture and other equipment
|
210,866
|
|
|
200,743
|
|
||
Construction in progress
|
52,883
|
|
|
56,822
|
|
||
|
1,502,526
|
|
|
1,448,659
|
|
||
Less accumulated depreciation
|
795,726
|
|
|
726,873
|
|
||
|
706,800
|
|
|
721,786
|
|
||
Intangible assets
|
|
|
|
||||
Definite-lived intangible assets, net
|
676,564
|
|
|
724,463
|
|
||
Indefinite-lived intangible assets
|
376,736
|
|
|
377,463
|
|
||
Goodwill
|
1,466,983
|
|
|
1,357,827
|
|
||
Other long-term assets
|
296,334
|
|
|
296,455
|
|
||
Total assets
|
$
|
5,683,521
|
|
|
$
|
5,290,806
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable, client accounts
|
$
|
656,253
|
|
|
$
|
557,953
|
|
Accounts payable
|
111,320
|
|
|
102,718
|
|
||
Accrued expenses
|
668,799
|
|
|
626,723
|
|
||
Deferred revenue
|
486,433
|
|
|
402,002
|
|
||
Current portion of long-term debt
|
278,403
|
|
|
62,050
|
|
||
Other current liabilities
|
54,310
|
|
|
16,726
|
|
||
Total current liabilities
|
2,255,518
|
|
|
1,768,172
|
|
||
Long-term debt, net
|
1,530,484
|
|
|
1,677,955
|
|
||
Long-term deferred income taxes
|
161,637
|
|
|
199,596
|
|
||
Other long-term liabilities
|
85,035
|
|
|
94,409
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
61,041
|
|
|
42,100
|
|
||
Stockholders’ equity
|
|
|
|
||||
Preferred stock—Series A Junior Participating, $.01 par value; 20,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Preferred stock, $.01 par value; 30,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; 450,000,000 shares authorized; 199,974,160 and 190,853,380 shares issued and 199,566,136 and 190,853,380 shares outstanding in 2013 and 2012, respectively
|
1,978
|
|
|
1,877
|
|
||
Additional paid-in capital
|
2,368,281
|
|
|
2,272,882
|
|
||
Accumulated deficit
|
(951,796
|
)
|
|
(908,418
|
)
|
||
Cost of shares held in treasury (408,024 shares in 2013)
|
(6,865
|
)
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(2,370
|
)
|
|
(10,923
|
)
|
||
Total Live Nation Entertainment, Inc. stockholders’ equity
|
1,409,228
|
|
|
1,355,418
|
|
||
Noncontrolling interests
|
180,578
|
|
|
153,156
|
|
||
Total equity
|
1,589,806
|
|
|
1,508,574
|
|
||
Total liabilities and equity
|
$
|
5,683,521
|
|
|
$
|
5,290,806
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands except share and per share data)
|
||||||||||
Revenue
|
$
|
6,478,547
|
|
|
$
|
5,819,047
|
|
|
$
|
5,383,998
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Direct operating expenses
|
4,680,507
|
|
|
4,151,277
|
|
|
3,789,488
|
|
|||
Selling, general and administrative expenses
|
1,226,892
|
|
|
1,143,632
|
|
|
1,111,969
|
|
|||
Depreciation and amortization
|
368,923
|
|
|
429,557
|
|
|
343,018
|
|
|||
(Gain) loss on disposal of operating assets
|
(38,259
|
)
|
|
(514
|
)
|
|
978
|
|
|||
Corporate expenses
|
94,385
|
|
|
113,364
|
|
|
112,157
|
|
|||
Acquisition transaction expenses
|
6,439
|
|
|
3,370
|
|
|
8,051
|
|
|||
Operating income (loss)
|
139,660
|
|
|
(21,639
|
)
|
|
18,337
|
|
|||
Interest expense
|
111,659
|
|
|
123,740
|
|
|
120,414
|
|
|||
Loss (gain) on extinguishment of debt
|
36,269
|
|
|
(460
|
)
|
|
—
|
|
|||
Interest income
|
(5,071
|
)
|
|
(4,170
|
)
|
|
(4,215
|
)
|
|||
Equity in earnings of nonconsolidated affiliates
|
(856
|
)
|
|
(9,921
|
)
|
|
(7,742
|
)
|
|||
Other expense, net
|
2,796
|
|
|
1,333
|
|
|
6,507
|
|
|||
Loss before income taxes
|
(5,137
|
)
|
|
(132,161
|
)
|
|
(96,627
|
)
|
|||
Income tax expense (benefit)
|
30,878
|
|
|
29,736
|
|
|
(26,224
|
)
|
|||
Net loss
|
(36,015
|
)
|
|
(161,897
|
)
|
|
(70,403
|
)
|
|||
Net income attributable to noncontrolling interests
|
7,363
|
|
|
1,330
|
|
|
12,613
|
|
|||
Net loss attributable to common stockholders of Live Nation Entertainment, Inc.
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
|
$
|
(83,016
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per common share attributable to common stockholders of Live Nation Entertainment, Inc.
|
$
|
(0.22
|
)
|
|
$
|
(0.87
|
)
|
|
$
|
(0.46
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted
|
193,885,066
|
|
|
186,955,748
|
|
|
182,388,070
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
|||||||||||
Net loss
|
|
$
|
(36,015
|
)
|
|
$
|
(161,897
|
)
|
|
$
|
(70,403
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on cash flow hedges
|
|
20
|
|
|
(148
|
)
|
|
(159
|
)
|
|||
Realized loss (gain) on cash flow hedges
|
|
496
|
|
|
(16
|
)
|
|
—
|
|
|||
Change in funded status of defined benefit pension plan
|
|
—
|
|
|
(390
|
)
|
|
(42
|
)
|
|||
Foreign currency translation adjustments
|
|
8,037
|
|
|
26,005
|
|
|
(13,929
|
)
|
|||
Comprehensive loss
|
|
(27,462
|
)
|
|
(136,446
|
)
|
|
(84,533
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
7,363
|
|
|
1,330
|
|
|
12,613
|
|
|||
Comprehensive loss attributable to common stockholders of Live Nation Entertainment, Inc.
|
|
$
|
(34,825
|
)
|
|
$
|
(137,776
|
)
|
|
$
|
(97,146
|
)
|
|
|
Live Nation Entertainment, Inc. Stockholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Common
Shares Issued |
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Cost of
Shares Held in Treasury |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Redeemable
Noncontrolling
Interests
|
|||||||||||||||||
|
(in thousands, except share data)
|
|
(in thousands)
|
||||||||||||||||||||||||||||||||
Balances at December 31, 2010
|
|
172,393,830
|
|
|
$
|
1,724
|
|
|
$
|
2,053,233
|
|
|
$
|
(662,175
|
)
|
|
$
|
(6,122
|
)
|
|
$
|
(22,244
|
)
|
|
$
|
137,252
|
|
|
$
|
1,501,668
|
|
|
$
|
107,541
|
|
Non-cash and stock-based compensation
|
|
—
|
|
|
—
|
|
|
34,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,055
|
|
|
—
|
|
||||||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
|
193,661
|
|
|
2
|
|
|
(6,194
|
)
|
|
—
|
|
|
3,323
|
|
|
—
|
|
|
—
|
|
|
(2,869
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
525,313
|
|
|
5
|
|
|
2,688
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
2,705
|
|
|
—
|
|
||||||||
Sale of common shares
|
|
7,300,000
|
|
|
73
|
|
|
76,419
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
76,492
|
|
|
|
|||||||||
Acquisitions
|
|
6,377,144
|
|
|
64
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,614
|
|
|
4,678
|
|
|
8,268
|
|
||||||||
Acquisitions of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
85,590
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,294
|
|
|
94,884
|
|
|
(98,067
|
)
|
||||||||
Sales of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,139
|
)
|
|
(3,139
|
)
|
|
—
|
|
||||||||
Redeemable noncontrolling interests fair value adjustments
|
|
—
|
|
|
—
|
|
|
(1,937
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,937
|
)
|
|
1,937
|
|
||||||||
Noncontrolling interests contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,539
|
|
|
3,539
|
|
|
—
|
|
||||||||
Cash distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,347
|
)
|
|
(13,347
|
)
|
|
(5,570
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(157
|
)
|
|
(424
|
)
|
|
(710
|
)
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(83,016
|
)
|
|
—
|
|
|
—
|
|
|
17,735
|
|
|
(65,281
|
)
|
|
(5,122
|
)
|
||||||||
Unrealized loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
||||||||
Change in funded status of defined benefit pension plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,929
|
)
|
|
—
|
|
|
(13,929
|
)
|
|
—
|
|
||||||||
Balances at December 31, 2011
|
|
186,789,948
|
|
|
1,868
|
|
|
2,243,587
|
|
|
(745,191
|
)
|
|
(2,787
|
)
|
|
(36,374
|
)
|
|
155,791
|
|
|
1,616,894
|
|
|
8,277
|
|
||||||||
Non-cash and stock-based compensation
|
|
151,592
|
|
|
2
|
|
|
36,847
|
|
|
—
|
|
|
214
|
|
|
—
|
|
|
—
|
|
|
37,063
|
|
|
—
|
|
||||||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
|
450,002
|
|
|
4
|
|
|
(7,934
|
)
|
|
—
|
|
|
2,573
|
|
|
—
|
|
|
—
|
|
|
(5,357
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
259,799
|
|
|
3
|
|
|
1,140
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,143
|
|
|
—
|
|
||||||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,540
|
|
|
15,540
|
|
|
37,866
|
|
||||||||
Acquisitions of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
(236
|
)
|
|
—
|
|
|
|
Live Nation Entertainment, Inc. Stockholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Common
Shares Issued |
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Cost of
Shares Held in Treasury |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Redeemable
Noncontrolling
Interests
|
|||||||||||||||||
|
(in thousands, except share data)
|
|
(in thousands)
|
||||||||||||||||||||||||||||||||
Redeemable noncontrolling interests fair value adjustments
|
|
—
|
|
|
—
|
|
|
(801
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(801
|
)
|
|
801
|
|
||||||||
Noncontrolling interests contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
825
|
|
|
825
|
|
|
—
|
|
||||||||
Cash distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,079
|
)
|
|
(20,079
|
)
|
|
—
|
|
||||||||
Exercise of put option
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,000
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,498
|
)
|
|
(1,498
|
)
|
|
682
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(163,227
|
)
|
|
—
|
|
|
—
|
|
|
2,856
|
|
|
(160,371
|
)
|
|
(1,526
|
)
|
||||||||
Unrealized loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
|
(148
|
)
|
|
—
|
|
||||||||
Realized gain on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
||||||||
Change in funded status of defined benefit pension plan
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(390
|
)
|
|
—
|
|
|
(390
|
)
|
|
—
|
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,005
|
|
|
—
|
|
|
26,005
|
|
|
—
|
|
||||||||
Balances at December 31, 2012
|
|
187,651,341
|
|
|
1,877
|
|
|
2,272,882
|
|
|
(908,418
|
)
|
|
—
|
|
|
(10,923
|
)
|
|
153,156
|
|
|
1,508,574
|
|
|
42,100
|
|
||||||||
Non-cash and stock-based compensation
|
|
—
|
|
|
—
|
|
|
28,415
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,415
|
|
|
—
|
|
||||||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
|
894,640
|
|
|
9
|
|
|
(6,588
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,579
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
8,718,128
|
|
|
87
|
|
|
85,023
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,110
|
|
|
—
|
|
||||||||
Exercise of warrants
|
|
500,000
|
|
|
5
|
|
|
6,860
|
|
|
—
|
|
|
(6,865
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,217
|
|
|
61,217
|
|
|
29,756
|
|
||||||||
Acquisitions of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(17,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,168
|
)
|
|
(49,900
|
)
|
|
—
|
|
||||||||
Sales of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
(399
|
)
|
|
—
|
|
||||||||
Redeemable noncontrolling interests fair value adjustments
|
|
—
|
|
|
—
|
|
|
(569
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(569
|
)
|
|
569
|
|
||||||||
Noncontrolling interests contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|
363
|
|
|
—
|
|
||||||||
Cash distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,248
|
)
|
|
(17,248
|
)
|
|
(136
|
)
|
||||||||
Exercise of put option
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,000
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,019
|
)
|
|
(1,029
|
)
|
|
65
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,378
|
)
|
|
—
|
|
|
—
|
|
|
16,676
|
|
|
(26,702
|
)
|
|
(9,313
|
)
|
|
|
Live Nation Entertainment, Inc. Stockholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Common
Shares Issued |
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Cost of
Shares Held in Treasury |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Redeemable
Noncontrolling
Interests
|
|||||||||||||||||
|
(in thousands, except share data)
|
|
(in thousands)
|
||||||||||||||||||||||||||||||||
Unrealized gain on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|
—
|
|
||||||||
Realized loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
496
|
|
|
—
|
|
|
496
|
|
|
—
|
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|
8,037
|
|
|
—
|
|
|
8,037
|
|
|
—
|
|
||||||||
Balances at December 31, 2013
|
|
197,764,109
|
|
|
$
|
1,978
|
|
|
$
|
2,368,281
|
|
|
$
|
(951,796
|
)
|
|
$
|
(6,865
|
)
|
|
$
|
(2,370
|
)
|
|
$
|
180,578
|
|
|
$
|
1,589,806
|
|
|
$
|
61,041
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net loss
|
$
|
(36,015
|
)
|
|
$
|
(161,897
|
)
|
|
$
|
(70,403
|
)
|
Reconciling items:
|
|
|
|
|
|
||||||
Depreciation
|
122,164
|
|
|
124,593
|
|
|
129,177
|
|
|||
Amortization
|
246,759
|
|
|
304,964
|
|
|
213,841
|
|
|||
Deferred income tax benefit
|
(15,888
|
)
|
|
(10,957
|
)
|
|
(45,603
|
)
|
|||
Amortization of debt issuance costs and discount/premium, net
|
20,187
|
|
|
16,696
|
|
|
13,059
|
|
|||
Provision for uncollectible accounts receivable and advances
|
6,098
|
|
|
8,787
|
|
|
9,272
|
|
|||
Loss (gain) on extinguishment of debt
|
36,269
|
|
|
(460
|
)
|
|
—
|
|
|||
Non-cash compensation expense
|
28,415
|
|
|
37,063
|
|
|
50,045
|
|
|||
Unrealized changes in fair value of contingent consideration
|
(1,855
|
)
|
|
(894
|
)
|
|
(11,691
|
)
|
|||
(Gain) loss on disposal of operating assets
|
(38,259
|
)
|
|
(514
|
)
|
|
978
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
(856
|
)
|
|
(9,921
|
)
|
|
(7,742
|
)
|
|||
Other, net
|
(1,024
|
)
|
|
1,642
|
|
|
2,481
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
11,544
|
|
|
(20,319
|
)
|
|
(79,807
|
)
|
|||
Decrease (increase) in prepaid expenses
|
4,537
|
|
|
(69,175
|
)
|
|
73,314
|
|
|||
Increase in other assets
|
(115,645
|
)
|
|
(41,707
|
)
|
|
(83,928
|
)
|
|||
Increase in accounts payable, accrued expenses and other liabilities
|
114,253
|
|
|
64,437
|
|
|
6,817
|
|
|||
Increase (decrease) in deferred revenue
|
36,788
|
|
|
124,760
|
|
|
(64,105
|
)
|
|||
Net cash provided by operating activities
|
417,472
|
|
|
367,098
|
|
|
135,705
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Distributions from nonconsolidated affiliates
|
13,889
|
|
|
9,241
|
|
|
9,273
|
|
|||
Investments made in nonconsolidated affiliates
|
(9,628
|
)
|
|
(3,788
|
)
|
|
(15,770
|
)
|
|||
Purchases of property, plant and equipment
|
(134,868
|
)
|
|
(123,811
|
)
|
|
(107,500
|
)
|
|||
Proceeds from disposal of operating assets, net of cash divested
|
82,618
|
|
|
8,293
|
|
|
7,391
|
|
|||
Cash paid for acquisitions, net of cash acquired
|
(93,537
|
)
|
|
(75,641
|
)
|
|
(39,465
|
)
|
|||
Purchases of intangible assets
|
(522
|
)
|
|
(14,562
|
)
|
|
(2,591
|
)
|
|||
Other, net
|
(1,615
|
)
|
|
(3,523
|
)
|
|
(3,355
|
)
|
|||
Net cash used in investing activities
|
(143,663
|
)
|
|
(203,791
|
)
|
|
(152,017
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net of debt issuance costs
|
903,179
|
|
|
538,124
|
|
|
(669
|
)
|
|||
Payments on long-term debt
|
(886,597
|
)
|
|
(525,060
|
)
|
|
(31,338
|
)
|
|||
Contributions from noncontrolling interests
|
363
|
|
|
825
|
|
|
711
|
|
|||
Distributions to noncontrolling interests
|
(17,384
|
)
|
|
(20,079
|
)
|
|
(20,863
|
)
|
|||
Purchases and sales of noncontrolling interests, net
|
(50,876
|
)
|
|
(4,259
|
)
|
|
(47,610
|
)
|
|||
Proceeds from exercise of stock options
|
85,110
|
|
|
1,143
|
|
|
2,705
|
|
|||
Proceeds from sale of common stock
|
—
|
|
|
—
|
|
|
76,492
|
|
|||
Payments for deferred and contingent consideration
|
(811
|
)
|
|
(10,585
|
)
|
|
(23,807
|
)
|
|||
Net cash provided by (used in) financing activities
|
32,984
|
|
|
(19,891
|
)
|
|
(44,379
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(8,664
|
)
|
|
13,386
|
|
|
12,186
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
298,129
|
|
|
156,802
|
|
|
(48,505
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,001,055
|
|
|
844,253
|
|
|
892,758
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,299,184
|
|
|
$
|
1,001,055
|
|
|
$
|
844,253
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest, net of interest income
|
$
|
86,669
|
|
|
$
|
107,975
|
|
|
$
|
101,733
|
|
Income taxes, net of refunds
|
$
|
45,567
|
|
|
$
|
(2,238
|
)
|
|
$
|
37,746
|
|
|
Revenue-
generating
contracts
|
|
Client /
vendor
relationships
|
|
Non-compete
agreements
|
|
Venue
management
and
leaseholds
|
|
Technology
|
|
Trademarks
and
naming
rights
|
|
Other
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Balance as of December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross carrying amount
|
$
|
542,426
|
|
|
$
|
330,575
|
|
|
$
|
171,765
|
|
|
$
|
116,772
|
|
|
$
|
103,337
|
|
|
$
|
24,517
|
|
|
$
|
6,426
|
|
|
$
|
1,295,818
|
|
Accumulated amortization
|
(170,889
|
)
|
|
(66,548
|
)
|
|
(93,464
|
)
|
|
(39,017
|
)
|
|
(31,812
|
)
|
|
(16,202
|
)
|
|
(4,174
|
)
|
|
(422,106
|
)
|
||||||||
Net
|
371,537
|
|
|
264,027
|
|
|
78,301
|
|
|
77,755
|
|
|
71,525
|
|
|
8,315
|
|
|
2,252
|
|
|
873,712
|
|
||||||||
Gross carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions—current year
|
23,428
|
|
|
58,662
|
|
|
3,000
|
|
|
—
|
|
|
1,564
|
|
|
5,764
|
|
|
—
|
|
|
92,418
|
|
||||||||
Acquisitions— prior year
|
—
|
|
|
14,194
|
|
|
—
|
|
|
—
|
|
|
(3,900
|
)
|
|
—
|
|
|
—
|
|
|
10,294
|
|
||||||||
Foreign exchange
|
5,443
|
|
|
(428
|
)
|
|
98
|
|
|
1,487
|
|
|
423
|
|
|
498
|
|
|
26
|
|
|
7,547
|
|
||||||||
Other
(1)
|
(56,226
|
)
|
|
(141,348
|
)
|
|
(6,445
|
)
|
|
—
|
|
|
—
|
|
|
(12,356
|
)
|
|
—
|
|
|
(216,375
|
)
|
||||||||
Net change
|
(27,355
|
)
|
|
(68,920
|
)
|
|
(3,347
|
)
|
|
1,487
|
|
|
(1,913
|
)
|
|
(6,094
|
)
|
|
26
|
|
|
(106,116
|
)
|
||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Amortization
|
(80,220
|
)
|
|
(114,611
|
)
|
|
(25,276
|
)
|
|
(12,482
|
)
|
|
(21,244
|
)
|
|
(2,620
|
)
|
|
(459
|
)
|
|
(256,912
|
)
|
||||||||
Foreign exchange
|
(2,748
|
)
|
|
4
|
|
|
(77
|
)
|
|
(392
|
)
|
|
(239
|
)
|
|
(211
|
)
|
|
(17
|
)
|
|
(3,680
|
)
|
||||||||
Other
(1)
|
56,308
|
|
|
141,348
|
|
|
7,448
|
|
|
—
|
|
|
—
|
|
|
12,355
|
|
|
—
|
|
|
217,459
|
|
||||||||
Net change
|
(26,660
|
)
|
|
26,741
|
|
|
(17,905
|
)
|
|
(12,874
|
)
|
|
(21,483
|
)
|
|
9,524
|
|
|
(476
|
)
|
|
(43,133
|
)
|
||||||||
Balance as of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Gross carrying amount
|
515,071
|
|
|
261,655
|
|
|
168,418
|
|
|
118,259
|
|
|
101,424
|
|
|
18,423
|
|
|
6,452
|
|
|
1,189,702
|
|
||||||||
Accumulated amortization
|
(197,549
|
)
|
|
(39,807
|
)
|
|
(111,369
|
)
|
|
(51,891
|
)
|
|
(53,295
|
)
|
|
(6,678
|
)
|
|
(4,650
|
)
|
|
(465,239
|
)
|
||||||||
Net
|
317,522
|
|
|
221,848
|
|
|
57,049
|
|
|
66,368
|
|
|
48,129
|
|
|
11,745
|
|
|
1,802
|
|
|
724,463
|
|
||||||||
Gross carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions—current year
|
85,927
|
|
|
31,582
|
|
|
—
|
|
|
—
|
|
|
3,370
|
|
|
10,500
|
|
|
—
|
|
|
131,379
|
|
||||||||
Acquisitions— prior year
|
(1,028
|
)
|
|
(2,833
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,861
|
)
|
||||||||
Dispositions
|
—
|
|
|
(1,354
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,354
|
)
|
||||||||
Foreign exchange
|
2,476
|
|
|
(6,525
|
)
|
|
98
|
|
|
(17
|
)
|
|
826
|
|
|
376
|
|
|
(34
|
)
|
|
(2,800
|
)
|
||||||||
Other
(1)
|
(17,352
|
)
|
|
(4,588
|
)
|
|
(31,317
|
)
|
|
(32,600
|
)
|
|
(4,956
|
)
|
|
(775
|
)
|
|
(4,043
|
)
|
|
(95,631
|
)
|
||||||||
Net change
|
70,023
|
|
|
16,282
|
|
|
(31,219
|
)
|
|
(32,617
|
)
|
|
(760
|
)
|
|
10,101
|
|
|
(4,077
|
)
|
|
27,733
|
|
||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Amortization
|
(49,972
|
)
|
|
(47,918
|
)
|
|
(21,984
|
)
|
|
(24,615
|
)
|
|
(24,116
|
)
|
|
(4,160
|
)
|
|
(416
|
)
|
|
(173,181
|
)
|
||||||||
Dispositions
|
—
|
|
|
61
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61
|
|
||||||||
Foreign exchange
|
(884
|
)
|
|
1,412
|
|
|
(92
|
)
|
|
219
|
|
|
(655
|
)
|
|
(209
|
)
|
|
31
|
|
|
(178
|
)
|
||||||||
Other
(1)
|
17,352
|
|
|
4,443
|
|
|
32,317
|
|
|
32,600
|
|
|
4,956
|
|
|
1,955
|
|
|
4,043
|
|
|
97,666
|
|
||||||||
Net change
|
(33,504
|
)
|
|
(42,002
|
)
|
|
10,241
|
|
|
8,204
|
|
|
(19,815
|
)
|
|
(2,414
|
)
|
|
3,658
|
|
|
(75,632
|
)
|
||||||||
Balance as of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Gross carrying amount
|
585,094
|
|
|
277,937
|
|
|
137,199
|
|
|
85,642
|
|
|
100,664
|
|
|
28,524
|
|
|
2,375
|
|
|
1,217,435
|
|
||||||||
Accumulated amortization
|
(231,053
|
)
|
|
(81,809
|
)
|
|
(101,128
|
)
|
|
(43,687
|
)
|
|
(73,110
|
)
|
|
(9,092
|
)
|
|
(992
|
)
|
|
(540,871
|
)
|
||||||||
Net
|
$
|
354,041
|
|
|
$
|
196,128
|
|
|
$
|
36,071
|
|
|
$
|
41,955
|
|
|
$
|
27,554
|
|
|
$
|
19,432
|
|
|
$
|
1,383
|
|
|
$
|
676,564
|
|
(1)
|
Other includes netdowns of fully amortized or impaired assets and for 2013 a reclassification from indefinite-lived intangible assets due to a change in the asset’s estimated useful life.
|
|
Weighted-
Average
Life (years)
|
|||
|
2013
|
|
2012
|
|
|
|
|
|
|
Revenue-generating contracts
|
9
|
|
|
11
|
Client/vendor relationships
|
8
|
|
|
9
|
Non-compete agreements
|
—
|
|
|
3
|
Technology
|
5
|
|
|
6
|
Trademarks and naming rights
|
10
|
|
|
10
|
All categories
|
9
|
|
|
9
|
|
(in thousands)
|
||
2014
|
$
|
135,109
|
|
2015
|
$
|
116,995
|
|
2016
|
$
|
103,347
|
|
2017
|
$
|
86,391
|
|
2018
|
$
|
69,981
|
|
|
Concerts
|
|
Ticketing
|
|
Artist
Nation
|
|
Sponsorship
& Advertising
|
|
Other
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Balance as of December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
$
|
387,188
|
|
|
$
|
633,852
|
|
|
$
|
262,158
|
|
|
$
|
244,348
|
|
|
$
|
13,037
|
|
|
$
|
1,540,583
|
|
Accumulated impairment losses
|
(269,902
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,037
|
)
|
|
(282,939
|
)
|
||||||
Net
|
117,286
|
|
|
633,852
|
|
|
262,158
|
|
|
244,348
|
|
|
—
|
|
|
1,257,644
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions—current year
|
71,942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,942
|
|
||||||
Acquisitions—prior year
|
—
|
|
|
2,380
|
|
|
4,542
|
|
|
—
|
|
|
—
|
|
|
6,922
|
|
||||||
Foreign exchange
|
9,761
|
|
|
1,410
|
|
|
120
|
|
|
10,028
|
|
|
—
|
|
|
21,319
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Goodwill
|
468,891
|
|
|
637,642
|
|
|
266,820
|
|
|
254,376
|
|
|
13,037
|
|
|
1,640,766
|
|
||||||
Accumulated impairment losses
|
(269,902
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,037
|
)
|
|
(282,939
|
)
|
||||||
Net
|
198,989
|
|
|
637,642
|
|
|
266,820
|
|
|
254,376
|
|
|
—
|
|
|
1,357,827
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Acquisitions—current year
|
42,826
|
|
|
1,715
|
|
|
3,253
|
|
|
49,748
|
|
|
—
|
|
|
97,542
|
|
||||||
Acquisitions—prior year
|
(2,811
|
)
|
|
—
|
|
|
9,203
|
|
|
—
|
|
|
—
|
|
|
6,392
|
|
||||||
Dispositions
|
(3,691
|
)
|
|
—
|
|
|
(251
|
)
|
|
—
|
|
|
—
|
|
|
(3,942
|
)
|
||||||
Foreign exchange
|
257
|
|
|
2,892
|
|
|
(102
|
)
|
|
6,117
|
|
|
—
|
|
|
9,164
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance as of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Goodwill
|
505,472
|
|
|
642,249
|
|
|
278,923
|
|
|
310,241
|
|
|
13,037
|
|
|
1,749,922
|
|
||||||
Accumulated impairment losses
|
(269,902
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,037
|
)
|
|
(282,939
|
)
|
||||||
Net
|
$
|
235,570
|
|
|
$
|
642,249
|
|
|
$
|
278,923
|
|
|
$
|
310,241
|
|
|
$
|
—
|
|
|
$
|
1,466,983
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(in thousands)
|
||||||
Current assets
|
|
$
|
41,083
|
|
|
$
|
58,594
|
|
Noncurrent assets
|
|
$
|
12,357
|
|
|
$
|
7,642
|
|
Current liabilities
|
|
$
|
22,167
|
|
|
$
|
33,319
|
|
Noncurrent liabilities
|
|
$
|
195
|
|
|
$
|
61
|
|
Noncontrolling interests
|
|
$
|
296
|
|
|
$
|
238
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in thousands)
|
||||||||||
Revenue
|
|
$
|
79,264
|
|
|
$
|
66,180
|
|
|
$
|
64,492
|
|
Operating income
|
|
$
|
33,151
|
|
|
$
|
31,973
|
|
|
$
|
29,658
|
|
Net income
|
|
$
|
26,150
|
|
|
$
|
24,839
|
|
|
$
|
22,729
|
|
Net income attributable to the common stockholders of the equity investees
|
|
$
|
26,088
|
|
|
$
|
24,808
|
|
|
$
|
22,729
|
|
Divested Asset
|
|
Segment
|
|
Loss (Gain) on
Disposal of
Operating
Assets
|
|
Current
Assets
|
|
Noncurrent
Assets
|
|
Current
Liabilities
|
|
Noncurrent
Liabilities
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||||
2013 Divestiture
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
New York theater
|
|
Concerts
|
|
$
|
(24,845
|
)
|
|
$
|
—
|
|
|
$
|
35,785
|
|
|
$
|
—
|
|
|
$
|
3,636
|
|
2012 Divestiture
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ohio amphitheater
|
|
Concerts
|
|
$
|
(444
|
)
|
|
$
|
—
|
|
|
$
|
5,400
|
|
|
$
|
444
|
|
|
$
|
—
|
|
2011 Divestiture
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Texas amphitheater
|
|
Concerts
|
|
$
|
798
|
|
|
$
|
—
|
|
|
$
|
3,206
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Artist management company
|
|
Artist Nation
|
|
$
|
(1,264
|
)
|
|
$
|
3
|
|
|
$
|
4,153
|
|
|
$
|
119
|
|
|
$
|
—
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
|
2013
|
|
2012
|
||||
|
|
|
|
|
(in thousands)
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|||||||
|
Term loan A, net of unamortized discount of $2.0 million and $0.9 million
|
|
|
|
|
||||||
|
|
in 2013 and 2012, respectively
|
|
$
|
111,578
|
|
|
$
|
76,556
|
|
|
|
Term loan B, net of unamortized discount of $14.4 million and
|
|
|
|
|
||||||
|
|
$14.1 million in 2013 and 2012, respectively
|
|
933,226
|
|
|
863,370
|
|
|||
|
Revolving credit facility
|
|
—
|
|
|
—
|
|
||||
7% Senior Notes due 2020, plus unamortized premium of $8.6 million
|
|
|
|
|
|||||||
|
in 2013
|
|
433,571
|
|
|
225,000
|
|
||||
2.875% Convertible Senior Notes due 2027, net of unamortized discount of
|
|
|
|
|
|||||||
|
$7.6 million and $20.6 million in 2013 and 2012, respectively
|
|
212,415
|
|
|
199,419
|
|
||||
8.125% Senior Notes due 2018
|
|
—
|
|
|
250,000
|
|
|||||
Other long-term debt
|
|
118,097
|
|
|
125,660
|
|
|||||
|
|
|
|
|
1,808,887
|
|
|
1,740,005
|
|
||
Less: current portion
|
|
278,403
|
|
|
62,050
|
|
|||||
|
|
|
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
1,530,484
|
|
|
$
|
1,677,955
|
|
|
(in thousands)
|
||
2014
|
$
|
285,989
|
|
2015
|
46,344
|
|
|
2016
|
48,985
|
|
|
2017
|
47,329
|
|
|
2018
|
54,015
|
|
|
Thereafter
|
1,341,622
|
|
|
Total
|
1,824,284
|
|
|
Debt discount
|
(23,968
|
)
|
|
Debt premium
|
8,571
|
|
|
Total, including premium and discount
|
$
|
1,808,887
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Interest cost recognized relating to:
|
|
|
|
|
|
||||||
Contractual interest coupon
|
$
|
6,325
|
|
|
$
|
6,325
|
|
|
$
|
6,325
|
|
Amortization of debt discount
|
12,995
|
|
|
11,792
|
|
|
10,700
|
|
|||
Amortization of debt issuance costs
|
703
|
|
|
703
|
|
|
703
|
|
|||
Total interest cost recognized on the notes
|
$
|
20,023
|
|
|
$
|
18,820
|
|
|
$
|
17,728
|
|
|
Fair Value Measurements
at December 31, 2013 |
|
Fair Value Measurements
at December 31, 2012 |
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
$
|
26,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,627
|
|
|
$
|
61,996
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61,996
|
|
Forward currency contracts
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
81
|
|
|
—
|
|
|
81
|
|
||||||||
Stock options
|
—
|
|
|
—
|
|
|
469
|
|
|
469
|
|
|
—
|
|
|
—
|
|
|
204
|
|
|
204
|
|
||||||||
Total
|
$
|
26,627
|
|
|
$
|
297
|
|
|
$
|
469
|
|
|
$
|
27,393
|
|
|
$
|
61,996
|
|
|
$
|
81
|
|
|
$
|
204
|
|
|
$
|
62,281
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,491
|
|
|
$
|
—
|
|
|
$
|
1,491
|
|
|
$
|
—
|
|
|
$
|
2,811
|
|
|
$
|
—
|
|
|
$
|
2,811
|
|
Forward currency contracts
|
—
|
|
|
1,543
|
|
|
—
|
|
|
1,543
|
|
|
—
|
|
|
625
|
|
|
—
|
|
|
625
|
|
||||||||
Put option
|
—
|
|
|
—
|
|
|
435
|
|
|
435
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
5,934
|
|
|
5,934
|
|
|
—
|
|
|
—
|
|
|
6,718
|
|
|
6,718
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
3,034
|
|
|
$
|
6,369
|
|
|
$
|
9,403
|
|
|
$
|
—
|
|
|
$
|
3,436
|
|
|
$
|
6,718
|
|
|
$
|
10,154
|
|
|
|
Fair Value
Measurement |
|
|
|
|
|
|
|
|
||||||||||
|
|
at
|
|
Fair Value Measurements Using
|
|
Total
|
||||||||||||||
Description
|
|
December 31
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Losses
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
2013 Impairments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Definite-lived intangible assets, net
|
|
$
|
660
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
10,625
|
|
Investments in nonconsolidated affiliates
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,174
|
|
2013 Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,799
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012 Impairments
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Property, plant and equipment
|
|
$
|
5,983
|
|
|
$
|
—
|
|
|
$
|
5,983
|
|
|
$
|
—
|
|
|
$
|
4,266
|
|
Definite-lived intangible assets, net
|
|
$
|
90,176
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
90,176
|
|
|
$
|
89,584
|
|
2012 Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
93,850
|
|
|
Non-cancelable
Operating Leases
|
|
Non-cancelable
Contracts
|
|
Capital
Expenditures
|
||||||
|
(in thousands)
|
||||||||||
2014
|
$
|
119,371
|
|
|
$
|
864,519
|
|
|
$
|
7,736
|
|
2015
|
123,562
|
|
|
193,083
|
|
|
25
|
|
|||
2016
|
124,820
|
|
|
110,086
|
|
|
25
|
|
|||
2017
|
114,118
|
|
|
136,240
|
|
|
25
|
|
|||
2018
|
106,567
|
|
|
26,196
|
|
|
—
|
|
|||
Thereafter
|
1,692,127
|
|
|
29,990
|
|
|
250
|
|
|||
Total
|
$
|
2,280,565
|
|
|
$
|
1,360,114
|
|
|
$
|
8,061
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Director related-party revenue
|
$
|
2,475
|
|
|
$
|
18,329
|
|
|
$
|
22,069
|
|
Director related-party expenses
|
$
|
4,559
|
|
|
$
|
21,795
|
|
|
$
|
25,210
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Other related-parties revenue
|
$
|
6,526
|
|
|
$
|
4,958
|
|
|
$
|
5,226
|
|
Other related-parties expenses
|
$
|
21,284
|
|
|
$
|
14,275
|
|
|
$
|
9,007
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in thousands)
|
||||||||||
Current—federal
|
|
$
|
1,238
|
|
|
$
|
2,235
|
|
|
$
|
(23,340
|
)
|
Current—foreign
|
|
41,664
|
|
|
34,541
|
|
|
38,328
|
|
|||
Current—state
|
|
3,864
|
|
|
3,917
|
|
|
4,391
|
|
|||
Total current
|
|
46,766
|
|
|
40,693
|
|
|
19,379
|
|
|||
Deferred—federal
|
|
(852
|
)
|
|
(386
|
)
|
|
(29,153
|
)
|
|||
Deferred—foreign
|
|
(14,606
|
)
|
|
(14,591
|
)
|
|
(13,463
|
)
|
|||
Deferred—state
|
|
(430
|
)
|
|
4,020
|
|
|
(2,987
|
)
|
|||
Total deferred
|
|
(15,888
|
)
|
|
(10,957
|
)
|
|
(45,603
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
30,878
|
|
|
$
|
29,736
|
|
|
$
|
(26,224
|
)
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2013
|
|
2012
|
||||
|
|
(in thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
$
|
234,454
|
|
|
$
|
281,071
|
|
Prepaid expenses
|
|
7,089
|
|
|
4,575
|
|
||
Long-term debt
|
|
51,166
|
|
|
41,949
|
|
||
Total deferred tax liabilities
|
|
292,709
|
|
|
327,595
|
|
||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Intangible and fixed assets
|
|
8,991
|
|
|
27,723
|
|
||
Accrued expenses
|
|
59,944
|
|
|
53,125
|
|
||
Net operating loss carryforwards
|
|
393,628
|
|
|
379,111
|
|
||
Foreign tax credit carryforwards
|
|
42,323
|
|
|
38,710
|
|
||
Equity compensation
|
|
24,930
|
|
|
47,542
|
|
||
Investments in nonconsolidated
|
|
|
|
|
||||
affiliates
|
|
—
|
|
|
5,267
|
|
||
Other
|
|
14,597
|
|
|
14,114
|
|
||
Total gross deferred tax assets
|
|
544,413
|
|
|
565,592
|
|
||
|
|
|
|
|
||||
Valuation allowance
|
|
435,578
|
|
|
425,404
|
|
||
Total deferred tax assets
|
|
108,835
|
|
|
140,188
|
|
||
Net deferred tax liabilities
|
|
$
|
(183,874
|
)
|
|
$
|
(187,407
|
)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in thousands)
|
||||||||||
Income tax benefit at United States statutory rates
|
|
$
|
(1,798
|
)
|
|
$
|
(46,256
|
)
|
|
$
|
(33,820
|
)
|
State income taxes, net of federal tax benefits
|
|
3,864
|
|
|
3,917
|
|
|
4,391
|
|
|||
Differences between foreign and United States statutory rates
|
|
(21,182
|
)
|
|
(25,637
|
)
|
|
(25,158
|
)
|
|||
Non-United States income inclusions and exclusions
|
|
18,525
|
|
|
9,901
|
|
|
11,288
|
|
|||
Nondeductible items
|
|
7,570
|
|
|
9,005
|
|
|
9,252
|
|
|||
Tax contingencies
|
|
697
|
|
|
4,316
|
|
|
2,632
|
|
|||
Change in valuation allowance
|
|
15,912
|
|
|
79,214
|
|
|
7,412
|
|
|||
Other, net
|
|
7,290
|
|
|
(4,724
|
)
|
|
(2,221
|
)
|
|||
|
|
$
|
30,878
|
|
|
$
|
29,736
|
|
|
$
|
(26,224
|
)
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
|
(in thousands)
|
||||||||||
Balance at January 1
|
|
$
|
15,974
|
|
|
$
|
13,357
|
|
|
$
|
10,917
|
|
Additions:
|
|
|
|
|
|
|
||||||
Increase in tax for current year positions
|
|
396
|
|
|
2,978
|
|
|
1,991
|
|
|||
Increase in tax for prior year positions
|
|
800
|
|
|
652
|
|
|
—
|
|
|||
Decrease in tax for prior year positions
|
|
(75
|
)
|
|
—
|
|
|
(86
|
)
|
|||
Interest and penalties for prior years
|
|
148
|
|
|
686
|
|
|
727
|
|
|||
Reductions:
|
|
|
|
|
|
|
||||||
Expiration of applicable statue of limitations
|
|
(572
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements for prior year positions
|
|
(3,212
|
)
|
|
(1,716
|
)
|
|
—
|
|
|||
Foreign exchange
|
|
(599
|
)
|
|
247
|
|
|
(192
|
)
|
|||
Reclassification to other liabilities
|
|
—
|
|
|
(230
|
)
|
|
—
|
|
|||
Balance at December 31
|
|
$
|
12,860
|
|
|
$
|
15,974
|
|
|
$
|
13,357
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Net loss attributable to common stockholders of Live Entertainment, Inc.
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
|
$
|
(83,016
|
)
|
Transfers from noncontrolling interest:
|
|
|
|
|
|
||||||
Changes in Live Nation Entertainment, Inc.’s additional paid-in capital for purchase of noncontrolling interests, net of transaction costs
|
(17,732
|
)
|
|
43
|
|
|
85,590
|
|
|||
Change from net loss attributable to common stockholders of Live Nation Entertainment, Inc. and transfers from noncontrolling interests
|
$
|
(61,110
|
)
|
|
$
|
(163,184
|
)
|
|
$
|
2,574
|
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
Defined Benefit Pension Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Balance at December 31, 2010
|
|
$
|
(272
|
)
|
|
$
|
(179
|
)
|
|
$
|
(21,793
|
)
|
|
$
|
(22,244
|
)
|
Other comprehensive loss before reclassifications
|
|
(159
|
)
|
|
(42
|
)
|
|
(13,929
|
)
|
|
(14,130
|
)
|
||||
Net other comprehensive loss
|
|
(159
|
)
|
|
(42
|
)
|
|
(13,929
|
)
|
|
(14,130
|
)
|
||||
Balance at December 31, 2011
|
|
(431
|
)
|
|
(221
|
)
|
|
(35,722
|
)
|
|
(36,374
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
(148
|
)
|
|
(390
|
)
|
|
26,005
|
|
|
25,467
|
|
||||
Amount reclassified from AOCI
|
|
(16
|
)
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
||||
Net other comprehensive income (loss)
|
|
(164
|
)
|
|
(390
|
)
|
|
26,005
|
|
|
25,451
|
|
||||
Balance at December 31, 2012
|
|
(595
|
)
|
|
(611
|
)
|
|
(9,717
|
)
|
|
(10,923
|
)
|
||||
Other comprehensive income before reclassifications
|
|
20
|
|
|
—
|
|
|
8,037
|
|
|
8,057
|
|
||||
Amount reclassified from AOCI
|
|
496
|
|
|
—
|
|
|
—
|
|
|
496
|
|
||||
Net other comprehensive income
|
|
516
|
|
|
—
|
|
|
8,037
|
|
|
8,553
|
|
||||
Balance at December 31, 2013
|
|
$
|
(79
|
)
|
|
$
|
(611
|
)
|
|
$
|
(1,680
|
)
|
|
$
|
(2,370
|
)
|
|
Year Ended December 31,
|
|||||||
|
2013
|
|
2012
|
|
2011
|
|||
|
(in thousands)
|
|||||||
Options to purchase shares of common stock
|
16,628
|
|
|
24,722
|
|
|
21,429
|
|
Restricted stock awards and units—unvested
|
2,210
|
|
|
3,207
|
|
|
4,028
|
|
Warrants
|
—
|
|
|
500
|
|
|
500
|
|
Conversion shares related to 2.875% convertible senior notes
|
8,105
|
|
|
8,105
|
|
|
8,105
|
|
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
|
26,943
|
|
|
36,534
|
|
|
34,062
|
|
|
Year Ended December 31,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in thousands)
|
||||||||||
Selling, general and administrative expenses
|
$
|
12,361
|
|
|
$
|
14,297
|
|
|
$
|
40,496
|
|
Corporate expenses
|
16,054
|
|
|
22,766
|
|
|
20,149
|
|
|||
Total
|
$
|
28,415
|
|
|
$
|
37,063
|
|
|
$
|
60,645
|
|
|
2013
|
|
2012
|
|
2011
|
|||
Risk-free interest rate
|
1.06 % - 1.89%
|
|
|
0.83% - 1.14%
|
|
|
0.99% - 2.16%
|
|
Dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Volatility factors
|
48.2% - 48.4%
|
|
|
54.6% - 61.3%
|
|
|
39.6% - 62.5%
|
|
Weighted average expected life (in years)
|
5.87
|
|
|
6.46
|
|
|
6.25
|
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|||||||||
|
(in thousands, except per share data)
|
|||||||||||||||||||
Outstanding January 1
|
24,722
|
|
|
$
|
11.68
|
|
|
21,429
|
|
|
$
|
12.33
|
|
|
20,464
|
|
|
$
|
12.41
|
|
Granted
|
1,269
|
|
|
13.30
|
|
|
5,495
|
|
|
8.80
|
|
|
2,512
|
|
|
11.22
|
|
|||
Exercised
|
(8,718
|
)
|
|
9.76
|
|
|
(259
|
)
|
|
4.39
|
|
|
(529
|
)
|
|
5.13
|
|
|||
Forfeited or expired
|
(645
|
)
|
|
14.93
|
|
|
(1,943
|
)
|
|
11.70
|
|
|
(1,018
|
)
|
|
15.20
|
|
|||
Outstanding December 31
|
16,628
|
|
|
$
|
12.68
|
|
|
24,722
|
|
|
$
|
11.68
|
|
|
21,429
|
|
|
$
|
12.33
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable December 31
|
9,443
|
|
|
$
|
14.94
|
|
|
15,529
|
|
|
$
|
13.46
|
|
|
12,276
|
|
|
$
|
14.71
|
|
Weighted average fair value per option granted
|
|
|
|
$
|
6.18
|
|
|
|
|
|
$
|
3.93
|
|
|
|
|
|
$
|
5.27
|
|
Range of
Exercise
Prices
|
|
Outstanding
as of
12/31/13
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Exercisable
as of
12/31/13
(in thousands)
|
|
Weighted
Average
Remaining
Contractual
Life
(in years)
|
|
Weighted
Average
Exercise
Price
|
||||||
|
(in thousands)
|
|
(in years)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$0.53 - $4.99
|
|
2,385
|
|
|
5.2
|
|
$
|
2.91
|
|
|
1,985
|
|
|
5.2
|
|
$
|
2.94
|
|
$5.00 - $9.99
|
|
5,625
|
|
|
8.6
|
|
$
|
8.82
|
|
|
1,357
|
|
|
8.2
|
|
$
|
8.83
|
|
$10.00 - $14.99
|
|
4,586
|
|
|
7.0
|
|
$
|
11.39
|
|
|
2,369
|
|
|
5.9
|
|
$
|
11.33
|
|
$15.00 - $19.99
|
|
1,205
|
|
|
5.5
|
|
$
|
18.72
|
|
|
905
|
|
|
4.0
|
|
$
|
18.79
|
|
$20.00 - $24.99
|
|
1,658
|
|
|
3.1
|
|
$
|
24.51
|
|
|
1,658
|
|
|
3.1
|
|
$
|
24.51
|
|
$25.00 - $29.99
|
|
754
|
|
|
1.4
|
|
$
|
29.49
|
|
|
754
|
|
|
1.4
|
|
$
|
29.49
|
|
$30.00 - $34.99
|
|
2
|
|
|
0.4
|
|
$
|
31.26
|
|
|
2
|
|
|
0.4
|
|
$
|
31.26
|
|
$35.00 - $39.99
|
|
413
|
|
|
1.4
|
|
$
|
39.95
|
|
|
413
|
|
|
1.4
|
|
$
|
39.95
|
|
|
Restricted Stock
|
|
RSUs
|
||||||||||
|
Awards
|
|
Price
|
|
Awards
|
|
Price
|
||||||
|
(in thousands, except per share data)
|
||||||||||||
Unvested at December 31, 2010
|
3,025
|
|
|
$
|
11.76
|
|
|
1,006
|
|
|
10.16
|
|
|
Granted
|
1,220
|
|
|
9.97
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(35
|
)
|
|
11.19
|
|
|
(66
|
)
|
|
10.51
|
|
||
Vested
|
(885
|
)
|
|
11.68
|
|
|
(237
|
)
|
|
10.51
|
|
||
Unvested at December 31, 2011
|
3,325
|
|
|
$
|
10.98
|
|
|
703
|
|
|
$
|
10.03
|
|
Granted
|
1,243
|
|
|
8.96
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(151
|
)
|
|
7.90
|
|
|
(373
|
)
|
|
9.61
|
|
||
Vested
|
(1,215
|
)
|
|
10.95
|
|
|
(325
|
)
|
|
10.51
|
|
||
Unvested at December 31, 2012
|
3,202
|
|
|
$
|
10.32
|
|
|
5
|
|
|
$
|
10.51
|
|
Granted
|
548
|
|
|
12.17
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(141
|
)
|
|
9.19
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(1,399
|
)
|
|
10.54
|
|
|
(5
|
)
|
|
10.51
|
|
||
Unvested at December 31, 2013
|
2,210
|
|
|
$
|
10.68
|
|
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in thousands)
|
||||||
The following details the components of “Other current assets”:
|
|
|
|
||||
Cash held in escrow
|
$
|
23,328
|
|
|
$
|
11,498
|
|
Inventory
|
12,270
|
|
|
12,034
|
|
||
Other
|
7,829
|
|
|
12,499
|
|
||
Total other current assets
|
$
|
43,427
|
|
|
$
|
36,031
|
|
|
|
|
|
||||
The following details the components of “Other long-term assets”:
|
|
|
|
|
|
||
Long-term advances
|
$
|
151,106
|
|
|
$
|
167,220
|
|
Investments in nonconsolidated affiliates
|
39,778
|
|
|
46,160
|
|
||
Debt issuance costs
|
15,161
|
|
|
16,332
|
|
||
Other
|
90,289
|
|
|
66,743
|
|
||
Total other long-term assets
|
$
|
296,334
|
|
|
$
|
296,455
|
|
|
|
|
|
||||
The following details the components of “Accrued expenses”:
|
|
|
|
|
|
||
Accrued compensation and benefits
|
$
|
153,143
|
|
|
$
|
132,353
|
|
Accrued event expenses
|
129,898
|
|
|
110,267
|
|
||
Accrued insurance
|
52,699
|
|
|
47,293
|
|
||
Accrued legal
|
44,965
|
|
|
47,936
|
|
||
Collections on behalf of others
|
37,014
|
|
|
52,856
|
|
||
Other
|
251,080
|
|
|
236,018
|
|
||
Total accrued expenses
|
$
|
668,799
|
|
|
$
|
626,723
|
|
|
|
|
|
||||
The following details the components of “Other current liabilities”:
|
|
|
|
|
|
||
Contingent and deferred purchase consideration
|
$
|
3,509
|
|
|
$
|
3,355
|
|
Other
|
50,801
|
|
|
13,371
|
|
||
Total other current liabilities
|
$
|
54,310
|
|
|
$
|
16,726
|
|
|
|
|
|
|
|
||
The following details the components of “Other long-term liabilities”:
|
|
|
|
|
|
||
Accrued rent
|
$
|
48,985
|
|
|
$
|
51,982
|
|
Unrecognized tax benefits
|
12,860
|
|
|
15,974
|
|
||
Deferred revenue
|
5,102
|
|
|
3,601
|
|
||
Contingent and deferred purchase consideration
|
4,008
|
|
|
4,180
|
|
||
Other
|
14,080
|
|
|
18,672
|
|
||
Total other long-term liabilities
|
$
|
85,035
|
|
|
$
|
94,409
|
|
|
Concerts
|
|
Ticketing
|
|
Artist
Nation |
|
Sponsorship
& Advertising |
|
Other
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Revenue
|
$
|
4,517,191
|
|
|
$
|
1,407,817
|
|
|
$
|
352,947
|
|
|
$
|
284,692
|
|
|
$
|
3,164
|
|
|
$
|
—
|
|
|
$
|
(87,264
|
)
|
|
$
|
6,478,547
|
|
Direct operating expenses
|
3,829,991
|
|
|
672,221
|
|
|
218,113
|
|
|
45,021
|
|
|
380
|
|
|
—
|
|
|
(85,219
|
)
|
|
4,680,507
|
|
||||||||
Selling, general and administrative expenses
|
632,614
|
|
|
442,788
|
|
|
103,304
|
|
|
45,618
|
|
|
2,568
|
|
|
—
|
|
|
—
|
|
|
1,226,892
|
|
||||||||
Depreciation and amortization
|
132,386
|
|
|
190,801
|
|
|
42,613
|
|
|
2,351
|
|
|
206
|
|
|
2,611
|
|
|
(2,045
|
)
|
|
368,923
|
|
||||||||
(Gain) loss on disposal of operating assets
|
(38,927
|
)
|
|
(4
|
)
|
|
665
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
(38,259
|
)
|
||||||||
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
94,385
|
|
|
—
|
|
|
94,385
|
|
||||||||
Acquisition transaction expenses
|
723
|
|
|
245
|
|
|
3
|
|
|
64
|
|
|
—
|
|
|
5,404
|
|
|
—
|
|
|
6,439
|
|
||||||||
Operating income (loss)
|
$
|
(39,596
|
)
|
|
$
|
101,766
|
|
|
$
|
(11,751
|
)
|
|
$
|
191,638
|
|
|
$
|
3
|
|
|
$
|
(102,400
|
)
|
|
$
|
—
|
|
|
$
|
139,660
|
|
Intersegment revenue
|
$
|
77,050
|
|
|
$
|
2,295
|
|
|
$
|
7,919
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(87,264
|
)
|
|
$
|
—
|
|
Capital expenditures
|
$
|
23,526
|
|
|
$
|
89,539
|
|
|
$
|
1,497
|
|
|
$
|
1,424
|
|
|
$
|
—
|
|
|
$
|
391
|
|
|
$
|
—
|
|
|
$
|
116,377
|
|
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Revenue
|
$
|
3,870,371
|
|
|
$
|
1,374,049
|
|
|
$
|
399,940
|
|
|
$
|
247,921
|
|
|
$
|
2,997
|
|
|
$
|
—
|
|
|
$
|
(76,231
|
)
|
|
$
|
5,819,047
|
|
Direct operating expenses
|
3,274,951
|
|
|
651,055
|
|
|
263,896
|
|
|
34,738
|
|
|
816
|
|
|
—
|
|
|
(74,179
|
)
|
|
4,151,277
|
|
||||||||
Selling, general and administrative expenses
|
569,570
|
|
|
434,310
|
|
|
99,786
|
|
|
38,198
|
|
|
1,768
|
|
|
—
|
|
|
—
|
|
|
1,143,632
|
|
|
Concerts
|
|
Ticketing
|
|
Artist
Nation |
|
Sponsorship
& Advertising |
|
Other
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||||||||||||
Depreciation and amortization
|
145,552
|
|
|
165,947
|
|
|
115,696
|
|
|
1,187
|
|
|
398
|
|
|
2,829
|
|
|
(2,052
|
)
|
|
429,557
|
|
||||||||
(Gain) loss on disposal of operating assets
|
(453
|
)
|
|
(225
|
)
|
|
(42
|
)
|
|
—
|
|
|
206
|
|
|
—
|
|
|
—
|
|
|
(514
|
)
|
||||||||
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
113,364
|
|
|
—
|
|
|
113,364
|
|
||||||||
Acquisition transaction expenses
|
847
|
|
|
153
|
|
|
1,163
|
|
|
—
|
|
|
—
|
|
|
1,207
|
|
|
—
|
|
|
3,370
|
|
||||||||
Operating income (loss)
|
$
|
(120,096
|
)
|
|
$
|
122,809
|
|
|
$
|
(80,559
|
)
|
|
$
|
173,798
|
|
|
$
|
(191
|
)
|
|
$
|
(117,400
|
)
|
|
$
|
—
|
|
|
$
|
(21,639
|
)
|
Intersegment revenue
|
$
|
65,559
|
|
|
$
|
2,771
|
|
|
$
|
7,901
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(76,231
|
)
|
|
$
|
—
|
|
Capital expenditures
|
$
|
24,149
|
|
|
$
|
92,072
|
|
|
$
|
601
|
|
|
$
|
5,147
|
|
|
$
|
4
|
|
|
$
|
1,244
|
|
|
$
|
—
|
|
|
$
|
123,217
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenue
|
$
|
3,506,188
|
|
|
$
|
1,319,343
|
|
|
$
|
393,129
|
|
|
$
|
230,791
|
|
|
$
|
3,487
|
|
|
$
|
—
|
|
|
$
|
(68,940
|
)
|
|
$
|
5,383,998
|
|
Direct operating expenses
|
2,946,410
|
|
|
618,382
|
|
|
260,884
|
|
|
33,682
|
|
|
(1,839
|
)
|
|
—
|
|
|
(68,031
|
)
|
|
3,789,488
|
|
||||||||
Selling, general and administrative expenses
|
535,500
|
|
|
428,364
|
|
|
113,199
|
|
|
32,787
|
|
|
2,119
|
|
|
—
|
|
|
—
|
|
|
1,111,969
|
|
||||||||
Depreciation and amortization
|
132,441
|
|
|
158,071
|
|
|
50,412
|
|
|
483
|
|
|
54
|
|
|
2,466
|
|
|
(909
|
)
|
|
343,018
|
|
||||||||
(Gain) loss on disposal of operating assets
|
(880
|
)
|
|
(96
|
)
|
|
1,264
|
|
|
—
|
|
|
689
|
|
|
1
|
|
|
—
|
|
|
978
|
|
||||||||
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,157
|
|
|
—
|
|
|
112,157
|
|
||||||||
Acquisition transaction expenses
|
(2,286
|
)
|
|
1,314
|
|
|
(7,758
|
)
|
|
—
|
|
|
—
|
|
|
16,781
|
|
|
—
|
|
|
8,051
|
|
||||||||
Operating income (loss)
|
$
|
(104,997
|
)
|
|
$
|
113,308
|
|
|
$
|
(24,872
|
)
|
|
$
|
163,839
|
|
|
$
|
2,464
|
|
|
$
|
(131,405
|
)
|
|
$
|
—
|
|
|
$
|
18,337
|
|
Intersegment revenue
|
$
|
58,866
|
|
|
$
|
1,452
|
|
|
$
|
8,622
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(68,940
|
)
|
|
$
|
—
|
|
Capital expenditures
|
$
|
21,436
|
|
|
$
|
78,122
|
|
|
$
|
4,916
|
|
|
$
|
4,094
|
|
|
$
|
—
|
|
|
$
|
3,476
|
|
|
$
|
—
|
|
|
$
|
112,044
|
|
|
|
United Kingdom Operations
|
|
Other Foreign Operations
|
|
Total Foreign Operations
|
|
Total Domestic Operations
|
|
Consolidated Total
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
729,316
|
|
|
$
|
1,786,445
|
|
|
$
|
2,515,761
|
|
|
$
|
3,962,786
|
|
|
$
|
6,478,547
|
|
Long-lived assets
|
|
$
|
76,607
|
|
|
$
|
116,859
|
|
|
$
|
193,466
|
|
|
$
|
513,334
|
|
|
$
|
706,800
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
711,989
|
|
|
$
|
1,368,768
|
|
|
$
|
2,080,757
|
|
|
$
|
3,738,290
|
|
|
$
|
5,819,047
|
|
Long-lived assets
|
|
$
|
87,790
|
|
|
$
|
102,706
|
|
|
$
|
190,496
|
|
|
$
|
531,290
|
|
|
$
|
721,786
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2011
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
686,982
|
|
|
$
|
1,387,295
|
|
|
$
|
2,074,277
|
|
|
$
|
3,309,721
|
|
|
$
|
5,383,998
|
|
Long-lived assets
|
|
$
|
85,614
|
|
|
$
|
99,459
|
|
|
$
|
185,073
|
|
|
$
|
535,063
|
|
|
$
|
720,136
|
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Revenue
|
|
$
|
923,698
|
|
|
$
|
867,997
|
|
|
$
|
1,679,513
|
|
|
$
|
1,550,677
|
|
|
$
|
2,262,236
|
|
|
$
|
1,963,146
|
|
|
$
|
1,613,100
|
|
|
$
|
1,437,227
|
|
Operating income (loss)
|
|
$
|
(33,189
|
)
|
|
$
|
(42,803
|
)
|
|
$
|
97,806
|
|
|
$
|
42,968
|
|
|
$
|
126,037
|
|
|
$
|
104,515
|
|
|
$
|
(50,994
|
)
|
|
$
|
(126,319
|
)
|
Net income (loss)
|
|
$
|
(64,187
|
)
|
|
$
|
(70,228
|
)
|
|
$
|
59,015
|
|
|
$
|
5,560
|
|
|
$
|
50,418
|
|
|
$
|
68,176
|
|
|
$
|
(81,261
|
)
|
|
$
|
(165,405
|
)
|
Net income (loss) attributable to common stockholders of Live Nation Entertainment, Inc.
|
|
$
|
(63,239
|
)
|
|
$
|
(69,150
|
)
|
|
$
|
58,130
|
|
|
$
|
7,692
|
|
|
$
|
43,774
|
|
|
$
|
57,948
|
|
|
$
|
(82,043
|
)
|
|
$
|
(159,717
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic and diluted net income (loss) per common share attributable to common stockholders of Live Nation Entertainment, Inc.
|
|
$
|
(0.33
|
)
|
|
$
|
(0.37
|
)
|
|
$
|
0.30
|
|
|
$
|
0.04
|
|
|
$
|
0.22
|
|
|
$
|
0.31
|
|
|
$
|
(0.42
|
)
|
|
$
|
(0.85
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Balance at Beginning of Period
|
|
Charges of Costs, Expenses and Other
|
|
Write-off of Accounts Receivable
|
|
Other
|
|
Balance at End of Period
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2011
|
|
$
|
10,898
|
|
|
$
|
6,440
|
|
|
$
|
(243
|
)
|
|
$
|
(109
|
)
|
(1)
|
$
|
16,986
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2012
|
|
$
|
16,986
|
|
|
$
|
6,480
|
|
|
$
|
(4,155
|
)
|
|
$
|
483
|
|
(1)
|
$
|
19,794
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2013
|
|
$
|
19,794
|
|
|
$
|
5,875
|
|
|
$
|
(5,951
|
)
|
|
$
|
132
|
|
(1)
|
$
|
19,850
|
|
Description
|
|
Balance at Beginning of Period
|
|
Charges of Costs, Expenses and Other
|
|
Deletions
|
|
Other
(1)
|
|
Balance at End of Period
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2011
|
|
$
|
323,670
|
|
|
$
|
7,412
|
|
|
$
|
—
|
|
|
$
|
5,717
|
|
|
$
|
336,799
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2012
|
|
$
|
336,799
|
|
|
$
|
79,214
|
|
|
$
|
—
|
|
|
$
|
9,391
|
|
|
$
|
425,404
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2013
|
|
$
|
425,404
|
|
|
$
|
15,912
|
|
|
$
|
(6,088
|
)
|
|
$
|
350
|
|
|
$
|
435,578
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Here With |
2.1
|
Agreement and Plan of Merger, dated February 10, 2009, between Ticketmaster Entertainment, Inc. and Live Nation, Inc.
|
8-K
|
001-32601
|
2.1
|
2/13/2009
|
Live Nation Entertainment, Inc.
|
|
3.1
|
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc.
|
8-K
|
001-32601
|
3.1
|
6/7/2013
|
Live Nation Entertainment, Inc.
|
|
3.2
|
Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.
|
8-K
|
001-32601
|
3.2
|
6/7/2013
|
Live Nation Entertainment, Inc.
|
|
4.1
|
Rights Agreement, dated December 21, 2005, between CCE Spinco, Inc. and The Bank of New York, as Rights Agent.
|
8-K
|
001-32601
|
4.1
|
12/23/2005
|
Live Nation Entertainment, Inc.
|
|
4.2
|
First Amendment to Rights Agreement, dated February 25, 2009, between Live Nation, Inc. and The Bank of New York Mellon, as Rights Agent.
|
8-K
|
001-32601
|
4.1
|
3/3/2009
|
Live Nation Entertainment, Inc.
|
|
4.3
|
Second Amendment to Rights Agreement, effective as of September 23, 2011, entered into by and between Live Nation Entertainment, Inc. and The Bank of New York Mellon, as rights agent.
|
8-K
|
001-32601
|
4.1
|
9/28/2011
|
Live Nation Entertainment, Inc.
|
|
4.4
|
Third Amendment to Rights Agreement, effective as of January 11, 2013, entered into by and between Live Nation Entertainment, Inc. and Computershare Shareowner Services, LLC, as rights agent.
|
8-K
|
001-32601
|
4.1
|
1/17/2013
|
Live Nation Entertainment, Inc.
|
|
4.5
|
Form of Certificate of Designations of Series A Junior Participating Preferred Stock.
|
8-K
|
001-32601
|
4.2
|
12/23/2005
|
Live Nation Entertainment, Inc.
|
|
4.6
|
Form of Right Certificate.
|
8-K
|
001-32601
|
4.3
|
12/23/2005
|
Live Nation Entertainment, Inc.
|
|
10.1
|
Indenture, dated July 16, 2007, between Live Nation, Inc. and Wells Fargo Bank, N.A., as Trustee.
|
8-K
|
001-32601
|
4.1
|
7/16/2007
|
Live Nation Entertainment, Inc.
|
|
10.2
|
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 Entertainment, Inc.
|
|
10.3
|
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 Entertainment, Inc.
|
|
10.4
|
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 Entertainment, Inc.
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Here With |
10.5
|
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 Entertainment, Inc.
|
|
10.6
|
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 Entertainment, Inc.
|
|
10.7
|
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 Entertainment LLC
|
|
10.8
|
Form of Indemnification Agreement.
|
10-K
|
001-32601
|
10.23
|
2/25/2010
|
Live Nation Entertainment, Inc.
|
|
10.9 §
|
Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011.
|
8-K
|
001-32601
|
10.3
|
6/20/2011
|
Live Nation Entertainment, Inc.
|
|
10.10 §
|
Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.
|
S-8
|
333-164507
|
10.1
|
1/26/2010
|
Live Nation Entertainment, Inc.
|
|
10.11 §
|
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 Entertainment, Inc.
|
|
10.12 §
|
Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011.
|
8-K
|
001-32601
|
10.2
|
6/20/2011
|
Live Nation Entertainment, Inc.
|
|
10.13 §
|
Amended and Restated Live Nation, Inc. Stock Bonus Plan.
|
8-K
|
001-32601
|
10.1
|
1/25/2010
|
Live Nation Entertainment, Inc.
|
|
10.14 §
|
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 Entertainment, Inc.
|
|
10.15 §
|
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 Entertainment, Inc.
|
|
10.16 §
|
Amended and Restated Employment Agreement, effective September 1, 2009, between Live Nation Worldwide, Inc. and Michael G. Rowles.
|
8-K
|
001-32601
|
10.2
|
10/22/2009
|
Live Nation Entertainment, Inc.
|
|
10.17 §
|
Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Michael Rowles.
|
|
|
|
|
Live Nation Entertainment, Inc.
|
X
|
10.18§
|
Amended and Restated Employment Agreement, effective September 1, 2009, between Live Nation Worldwide, Inc. and Kathy Willard.
|
8-K
|
001-32601
|
10.3
|
10/22/2009
|
Live Nation Entertainment, Inc.
|
|
10.19 §
|
Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Kathy Willard.
|
|
|
|
|
Live Nation Entertainment, Inc.
|
X
|
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 Entertainment, Inc.
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Here With |
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 Entertainment, Inc.
|
|
10.22 §
|
Separation Agreement, entered into as of August 31, 2013, by and between Live Nation Worldwide, Inc. and Nathan Hubbard.
|
8-K
|
001-32601
|
10.2
|
8/16/2013
|
Live Nation Entertainment, Inc.
|
|
10.23 §
|
Employment Agreement, effective March 18, 2011, between Live Nation Entertainment, Inc. and Joe Berchtold.
|
10-Q
|
001-32601
|
10.1
|
8/7/2012
|
Live Nation Entertainment, Inc.
|
|
10.24 §
|
Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold.
|
|
|
|
|
Live Nation Entertainment, Inc.
|
X
|
10.25
|
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 Entertainment, Inc.
|
|
10.26
|
Amendment No. 1, 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 Entertainment, Inc.
|
|
10.27
|
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
|
10.1
|
11/5/2013
|
Live Nation Entertainment, Inc.
|
|
10.28
|
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 Entertainment, Inc.
|
|
10.29
|
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 Entertainment, Inc.
|
|
10.30
|
First Supplemental Indenture, entered into as of October 4, 2012, among Live Nation Entertainment, Inc., the Guarantors listed in Appendix I attached hereto, Live Nation 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 Entertainment, Inc.
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Here With |
10.31
|
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 Entertainment, Inc.
|
|
10.32
|
Stock Purchase Agreement, dated as of February 4, 2011, by and among Live Nation Entertainment, Inc., FLMG Holdings Corp., Irving Azoff, the Azoff Family Trust of 1997, dated May 27, 1997, as amended, Madison Square Garden, L.P., LNE Holdings, LLC, and Front Line Management Group, Inc.
|
8-K
|
001-32601
|
10.1
|
2/7/2011
|
Live Nation Entertainment, Inc.
|
|
10.33
|
Subscription Agreement, dated as of February 4, 2011, by and between Liberty Media Corporation and Live Nation Entertainment, Inc.
|
8-K
|
001-32601
|
10.2
|
2/7/2011
|
Live Nation Entertainment, Inc.
|
|
12.1
|
Computation of Ratio of Earnings to Fixed Charges.
|
|
|
|
|
|
X
|
14.1
|
Code of Business Conduct and Ethics.
|
|
|
|
|
|
X
|
21.1
|
Subsidiaries of the Company.
|
|
|
|
|
|
X
|
23.1
|
Consent of Ernst & Young LLP.
|
|
|
|
|
|
X
|
24.1
|
Power of Attorney (see signature page).
|
|
|
|
|
|
X
|
31.1
|
Certification of Chief Executive Officer.
|
|
|
|
|
|
X
|
31.2
|
Certification of Chief Financial Officer.
|
|
|
|
|
|
X
|
32.1
|
Section 1350 Certification of Chief Executive Officer.
|
|
|
|
|
|
X
|
32.2
|
Section 1350 Certification of Chief Financial Officer.
|
|
|
|
|
|
X
|
101.INS
|
XBRL Instance Document
|
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Schema Document
|
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document
|
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
|
|
|
X
|
§
|
Management contract or compensatory plan or arrangement.
|
LIVE NATION ENTERTAINMENT, INC.
|
|
|
|
By:
|
/s/ Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael Rapino
Michael Rapino
|
|
President and Chief Executive Officer
and Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Kathy Willard
Kathy Willard
|
|
Chief Financial Officer
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Brian Capo
Brian Capo
|
|
Chief Accounting Officer
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Mark Carleton
Mark Carleton
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Jonathan Dolgen
Jonathan Dolgen
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Ariel Emanuel
Ariel Emanuel
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Robert Ted Enloe, III
Robert Ted Enloe, III
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Jeffrey T. Hinson
Jeffrey T. Hinson
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Margaret L. Johnson
Margaret L. Johnson
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ James S. Kahan
James S. Kahan
|
|
Director
|
|
February 24, 2014
|
/s/ Gregory B. Maffei
Gregory B. Maffei
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Randall T. Mays
Randall T. Mays
|
|
Director
|
|
February 24, 2014
|
|
|
|
|
|
/s/ Mark S. Shapiro
Mark S. Shapiro
|
|
Director
|
|
February 24, 2014
|
Date:
2/21/2014
|
By:
/s/ Michael Rapino
|
Date:
2/21/2014
|
By:
/s/ Michael Rapino
|
Date:
2/21/2014
|
By:
/s/ Michael Rapino
|
Live Nation Entertainment, Inc.
|
|||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
|||||||||||||||||||
(in thousands, except ratio)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
(in thousands, except ratio)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations before income taxes
|
$
|
(5,137
|
)
|
|
$
|
(132,161
|
)
|
|
$
|
(96,627
|
)
|
|
$
|
(188,654
|
)
|
|
$
|
(114,678
|
)
|
Equity in earnings (loss) of nonconsolidated affiliates
|
856
|
|
|
9,921
|
|
|
7,742
|
|
|
4,928
|
|
|
1,851
|
|
|||||
Loss before income taxes, equity in earnings of nonconsolidated affiliates and cumulative effect of a change in accounting principle
|
(5,993
|
)
|
|
(142,082
|
)
|
|
(104,369
|
)
|
|
(193,582
|
)
|
|
(116,529
|
)
|
|||||
Dividends and other received from nonconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings
|
(5,993
|
)
|
|
(142,082
|
)
|
|
(104,369
|
)
|
|
(193,582
|
)
|
|
(116,529
|
)
|
|||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
111,659
|
|
|
123,740
|
|
|
120,414
|
|
|
116,527
|
|
|
66,365
|
|
|||||
Amortization of loan fees *
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest portion of rentals
|
56,921
|
|
|
50,825
|
|
|
45,046
|
|
|
44,806
|
|
|
35,583
|
|
|||||
Total fixed charges
|
168,580
|
|
|
174,565
|
|
|
165,460
|
|
|
161,333
|
|
|
101,948
|
|
|||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
168,580
|
|
|
174,565
|
|
|
165,460
|
|
|
161,333
|
|
|
101,948
|
|
|||||
Total earnings available for payment of fixed charges
|
$
|
162,587
|
|
|
$
|
32,483
|
|
|
$
|
61,091
|
|
|
$
|
(32,249
|
)
|
|
$
|
(14,581
|
)
|
Ratio of earnings to fixed charges
|
0.96
|
|
|
0.19
|
|
|
0.37
|
|
|
(0.2
|
)
|
|
(0.14
|
)
|
|||||
Deficiency of earnings to fixed charges
|
(5,993
|
)
|
|
(142,082
|
)
|
|
(104,369
|
)
|
|
(193,582
|
)
|
|
(116,529
|
)
|
|||||
Interest portion of rentals
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
*
|
Amortization of loan fees is included in interest expense
|
Foreward
|
iii
|
|
|
|
|
Introduction
|
1
|
|
|
|
|
Compliance with Laws
|
3
|
|
Antitrust Laws
|
3
|
|
Anticorruption Laws
|
4
|
|
|
|
|
Conflicts of Interest
|
5
|
|
Doing Business with Family Members
|
6
|
|
Ownership in Other Businesses
|
6
|
|
Outside Employment
|
7
|
|
Service on Boards
|
8
|
|
Business Opportunities
|
8
|
|
|
|
|
Policy on Related-Person Transactions
|
8
|
|
|
|
|
Gifts and Entertainment
|
9
|
|
Accepting Gifts and Entertainment
|
10
|
|
Giving Gifts and Entertaining
|
10
|
|
|
|
|
Fair Dealing
|
11
|
|
|
|
|
Securities Laws and Insider Trading
|
11
|
|
|
|
|
Responding to Inquiries from the Press and Others
|
12
|
|
|
|
|
Political Activity
|
13
|
|
|
|
|
Safeguarding Corporate Assets
|
13
|
|
|
|
|
Equal Employment Opportunity and Anti-Harassment
|
14
|
|
|
|
|
Health, Safety and the Environment
|
15
|
|
|
|
|
Accuracy of Company Records
|
16
|
|
|
|
|
Record Retention
|
17
|
|
|
|
|
Administration of the Code
|
17
|
|
|
|
|
Non-retaliation Policy for Employees Who Report Violations of Law
|
19
|
|
|
|
|
Description of Responsibilities for Your Head of Human Resources
|
20
|
|
|
|
|
Asking for Help and Reporting Concerns
|
21
|
|
Michael Rapino
|
President and Chief Executive Officer
|
•
|
Have a thorough knowledge of the code’s terms and provisions.
|
•
|
Be able to recognize situations that present legal or ethical dilemmas.
|
•
|
Be able to deal effectively with questionable situations in conformity with this code.
|
•
|
Read this code of conduct thoroughly.
|
•
|
If there are references to more detailed policies that are not contained in this code, obtain and read those policies if they apply to you.
|
•
|
Think about how the provisions of this code apply to your job, and consider how you might handle situations to avoid illegal, improper or unethical actions.
|
•
|
If you have questions, please contact the appropriate person as described below in the section entitled “Asking for Help and Reporting Concerns.”
|
•
|
Is the action legal?
|
•
|
Does the action comply with this code?
|
•
|
How will your action or decision affect others, including our customers, shareholders, employees and the community?
|
•
|
How will your action or decision look to others? If your action is legal but can result in the appearance of wrongdoing, consider taking alternative steps.
|
•
|
How would you feel if your decision were made public? Could the decision be honestly explained and defended?
|
•
|
Have you followed the procedures described below in the section entitled “
Asking for Help and Reporting Concerns
” regarding the action?
|
|
• Spouse
|
|
• Siblings
|
|
|
|
|
|
• Parents
|
|
• In-laws
|
|
|
|
|
|
• Children
|
|
• Life partner
|
•
|
You or a family member owns more than 5% of the outstanding stock of a business or you or a family member has or shares discretionary authority with respect to the decisions made by that business, or
|
•
|
The investment represents more than 5% of your total assets or of your family member’s total assets.
|
•
|
disclose any such relationship promptly after the director becomes aware of it,
|
•
|
remove himself or herself from any Board activity that directly impacts the relationship between our company and any such company with respect to which the director has a significant financial interest or is an affiliate, and
|
•
|
obtain prior approval of the Board of Directors or its designated committee for any transaction of which the director is aware between our company and any such company.
|
•
|
this happens only occasionally,
|
•
|
the gift was not solicited, and
|
•
|
disclosure of the gift would not embarrass our company or the people involved or appear to compromise our ability to make objective business decisions.
|
•
|
support our company’s legitimate business interests,
|
•
|
be reasonable and customary, not lavish or extravagant, and
|
•
|
not be likely to embarrass our company or the recipient if publicly disclosed.
|
•
|
Do not share material inside information with people within our company whose jobs do not require them to have the information.
|
•
|
Do not disclose any non-public information, material or otherwise, concerning our company to anyone outside our company unless required as part of your duties and the person receiving the information has a reason to know the information for company business purposes.
|
•
|
If you have material inside information regarding us, or regarding any other publicly traded company that you obtained from your employment or relationship with us, you must not buy or sell, or advise anyone else to buy or sell, our securities or that other company’s securities, until such information is publicly disclosed and sufficiently disseminated into the marketplace.
|
•
|
a federal regulatory or law enforcement agency;
|
•
|
a member or committee of Congress;
|
•
|
your supervisor;
|
•
|
your Head of Human Resources;
|
•
|
our Employee Service Line;
|
•
|
your Human Resources Representative or our corporate Human Resources Department;
|
•
|
our Business Integrity Reporting Process;
|
•
|
our Head of Internal Audit;
|
•
|
our Chief Financial Officer; or
|
•
|
our General Counsel or our Legal Department.
|
•
|
Administering, implementing and overseeing ongoing compliance under the policy across all geographic regions.
|
•
|
Establishing and administering procedures to assure that employee complaints will be collected, reviewed promptly, resolved in an appropriate manner and retained.
|
•
|
Making his or her staff available to discuss with employees any complaints raised or reports filed.
|
•
|
Administering and overseeing our training and educational programs designed to ensure that our employees with supervisory authority with respect to other employees, or who are otherwise involved in the
|
•
|
You should talk with your immediate supervisor. He or she may have the information you need, or may be able to refer the matter to an appropriate source, including our Legal Department, as circumstances warrant.
|
•
|
If you are uncomfortable talking with your immediate supervisor, you may also contact any manager in our company with whom you feel comfortable, your Human Resources Representative, our corporate Human Resources Department, the Employee Service Line or our Legal Department.
|
Domestic
|
State or Jurisdiction of Incorporation or Organization
|
|||
AA Music Management, LLC
|
California
|
|||
Bamboozle Festival, LLC
|
Delaware
|
|||
Beats at Sea, LLC
|
Florida
|
|||
BigChampagne, LLC
|
Delaware
|
|||
Bill Graham Enterprises, Inc.
|
California
|
|||
Boiler Room LLC
|
Delaware
|
|||
Boom Management, LLC
|
Delaware
|
|||
Career Artist Management LLC
|
Delaware
|
|||
Cellar Door Venues, Inc.
|
Florida
|
|||
Chastain Ventures JV
|
Georgia
|
|||
Cobb's Comedy, Inc.
|
California
|
|||
Connecticut Amphitheater Development Corporation
|
Connecticut
|
|||
Connecticut Performing Arts Partners
|
Connecticut
|
|||
Connecticut Performing Arts, Inc.
|
Connecticut
|
|||
Crossroads Presents, LLC
|
Delaware
|
|||
Danceologist, Inc.
|
Delaware
|
|||
Diamond Theory Media, LLC
|
Delaware
|
|||
Diversified Production Services, LLC
|
Delaware
|
|||
Do617 LLC
|
Delaware
|
|||
Eagles Personal Management Company
|
California
|
|||
EDC The Movie, LLC
|
Delaware
|
|||
Eight Ball Pricing Solutions, LLC
|
Delaware
|
|||
Electric Forest, LLC
|
Delaware
|
|||
Evening Star Productions, Inc.
|
Arizona
|
|||
Event Merchandising, Inc.
|
California
|
|||
Faculty Management, LLC
|
Delaware
|
|||
Faculty Productions, LLC
|
Delaware
|
|||
Fillmore Theatrical Services
|
California
|
|||
FLMG Holdings Corp.
|
Delaware
|
|||
Front Line Management Group, Inc.
|
Delaware
|
|||
G-Major Management LLC
|
Delaware
|
|||
Gellman Management LLC
|
Delaware
|
|||
GrouponLive, LLC
|
Delaware
|
|||
Hard 8 Artists Management LLC
|
Delaware
|
|||
Hard Events LLC
|
California
|
|||
Hilltop/Nederlander LLC
|
Delaware
|
|||
HOB Boardwalk, Inc.
|
Delaware
|
|||
HOB Chicago, Inc.
|
Delaware
|
|||
HOB Entertainment, LLC
|
Virginia
|
|||
HOB Marina City Partners, L.P.
|
Delaware
|
|||
HOB Marina City, Inc.
|
Delaware
|
|||
HOB Punch Line S.F. Corp.
|
Delaware
|
Domestic
|
State or Jurisdiction of Incorporation or Organization
|
|||
House of Blues Anaheim Restaurant Corp.
|
Delaware
|
|||
House of Blues Cleveland, LLC
|
Delaware
|
|||
House of Blues Concerts, Inc.
|
California
|
|||
House of Blues Dallas Restaurant Corp.
|
Delaware
|
|||
House of Blues Houston Restaurant Corp.
|
Delaware
|
|||
House of Blues Las Vegas Restaurant Corp.
|
Delaware
|
|||
House of Blues Los Angeles Restaurant Corp.
|
Delaware
|
|||
House of Blues Myrtle Beach Restaurant Corp.
|
Delaware
|
|||
House of Blues New Orleans Restaurant Corp.
|
Delaware
|
|||
House of Blues Orlando Restaurant Corp.
|
Delaware
|
|||
House of Blues Restaurant Holding Corp.
|
Delaware
|
|||
House of Blues San Diego Restaurant Corp.
|
Delaware
|
|||
House of Blues San Diego, LLC
|
Delaware
|
|||
IAC Partner Marketing, Inc.
|
Delaware
|
|||
IAGB Enterprises LLC
|
Delaware
|
|||
ILA Management, Inc.
|
California
|
|||
Insomniac Holdings, LLC
|
Delaware
|
|||
ISBE Brand Owner, LLC
|
Delaware
|
|||
Jeff Battaglia Management LLC
|
Delaware
|
|||
Laffitte Management Group LLC
|
Delaware
|
|||
Lansdowne Boston Restaurant Corp., Inc.
|
Delaware
|
|||
Lansdowne Boston Restaurant, LLC
|
Delaware
|
|||
Larry Rudolph Management LLC
|
Delaware
|
|||
Live Nation – Haymon Ventures, LLC
|
Delaware
|
|||
Live Nation Bogart, LLC
|
Delaware
|
|||
Live Nation Chicago, Inc.
|
Delaware
|
|||
Live Nation Concerts, Inc.
|
Delaware
|
|||
Live Nation Entertainment, Inc.
|
Delaware
|
|||
Live Nation LGTours (USA), LLC
|
Delaware
|
|||
Live Nation Marketing, Inc.
|
Delaware
|
|||
Live Nation Merchandise, Inc.
|
Delaware
|
|||
Live Nation Mid-Atlantic, Inc.
|
Pennsylvania
|
|||
Live Nation MTours (USA), Inc.
|
Delaware
|
|||
Live Nation Paradise, LLC
|
Delaware
|
|||
Live Nation Studios, LLC
|
Delaware
|
|||
Live Nation Ticketing, LLC
|
Delaware
|
|||
Live Nation Touring (USA), Inc.
|
Delaware
|
|||
Live Nation UTours (USA), Inc.
|
Delaware
|
|||
Live Nation UshTours (USA), LLC
|
Delaware
|
|||
Live Nation Ventures, Inc.
|
Delaware
|
|||
Live Nation Worldwide, Inc.
|
Delaware
|
|||
LN Acquisition Holdco LLC
|
Delaware
|
|||
LN-HS Concerts, LLC
|
Delaware
|
|||
Marcy Musik LLC
|
New York
|
|||
Michigan Licenses, LLC
|
Delaware
|
|||
Mick Artists Management LLC
|
Delaware
|
Domestic
|
State or Jurisdiction of Incorporation or Organization
|
|||
Microflex 2001 LLC
|
Delaware
|
|||
Morris Artists Management LLC
|
Delaware
|
|||
Musictoday, LLC
|
Virginia
|
|||
New York Theater, LLC
|
Delaware
|
|||
NOC, Inc.
|
Connecticut
|
|||
Precedent Investments LLC
|
Delaware
|
|||
Production Staffing Group, LLC
|
Delaware
|
|||
Roc Nation Apparel Group, LLC
|
New York
|
|||
Roc Nation Management, LLC
|
Delaware
|
|||
Roc Nation Publishing, LLC
|
Delaware
|
|||
Roc Nation Records, LLC
|
Delaware
|
|||
Roc Nation Sports, LLC
|
Delaware
|
|||
ROC Nation LLC
|
Delaware
|
|||
Rock Paper Photo, LLC
|
Delaware
|
|||
SFX Financial Advisory Management Enterprises, Inc.
|
Delaware
|
|||
Shoreline Amphitheatre, Ltd.
|
California
|
|||
SME Entertainment Group LLC
|
Delaware
|
|||
Spalding Entertainment, LLC
|
Tennessee
|
|||
StarRoc LLC
|
Delaware
|
|||
Stratart, LLC
|
California
|
|||
Strategic Artist Management LLC
|
Delaware
|
|||
The V.I.P. Tour Company
|
Delaware
|
|||
Three Six Zero Group, Inc.
|
California
|
|||
Ticketmaster Advance Tickets, L.L.C.
|
Colorado
|
|||
Ticketmaster China Ventures, L.L.C.
|
Delaware
|
|||
Ticketmaster EDCS LLC
|
Delaware
|
|||
Ticketmaster L.L.C.
|
Virginia
|
|||
Ticketmaster New Ventures Holdings, Inc.
|
Delaware
|
|||
Ticketmaster Pacific Acquisitions, Inc.
|
Delaware
|
|||
Ticketmaster-Indiana, L.L.C.
|
Delaware
|
|||
TicketsNow.com, Inc.
|
Illinois
|
|||
Ticketweb, LLC
|
Delaware
|
|||
TM Vista Inc.
|
Virginia
|
|||
TNA Tour II (USA) Inc.
|
Delaware
|
|||
TNOW Entertainment Group, Inc.
|
Illinois
|
|||
TOMG, LLC
|
Delaware
|
|||
Vector I, Inc.
|
Tennessee
|
|||
Vector Management LLC
|
Delaware
|
|||
Vector West LLC
|
Delaware
|
|||
VIP Nation, Inc.
|
California
|
|||
Voodoo Music Experience, LLC
|
Louisiana
|
|||
Wiltern Renaissance LLC
|
Delaware
|
|||
Worldwide Ticket Systems, Inc.
|
Washington
|
|||
6021 Hollywood Operating Company, LLC
|
Delaware
|
|||
|
|
|
International
|
State or Jurisdiction of Incorporation or Organization
|
|
||
Live Nation Australia Pty Ltd
|
Australia
|
|
||
Live Nation Holdings Australasia Pty Ltd
|
Australia
|
|
||
LN Oldco Pty Ltd
|
Australia
|
|
||
Mixitup Australia Pty Ltd
|
Australia
|
|
||
T Shirt Printers Pty Limited
|
Australia
|
|
||
Ticketmaster Australasia Pty Ltd
|
Australia
|
|
||
TSP Merchandising Pty Ltd
|
Australia
|
|
||
Antwerps Sportspaleis NV
|
Belgium
|
|
||
Live Nation Belgium Holdings bvba
|
Belgium
|
|
||
Live Nation bvba
|
Belgium
|
|
||
Live Nation Festivals NV
|
Belgium
|
|
||
Ticketnet Belgium SA
|
Belgium
|
|
||
Live Nation Canada, Inc.
|
Canada
|
|
||
Live Nation Ontario Concerts GP, Inc.
|
Canada
|
|
||
Live Nation Ontario Concerts, L.P.
|
Canada
|
|
||
Live Nation Touring (Canada), Inc.
|
Canada
|
|
||
Reseau Admission ULC
|
Canada
|
|
||
Ticketmaster Canada LP
|
Canada
|
|
||
Ticketmaster Canada ULC
|
Canada
|
|
||
Ticketmaster Canada Holdings ULC
|
Canada
|
|
||
Ticketmaster Cayman Finance Company Ltd.
|
Cayman Islands
|
|
||
Ticketmaster New Ventures Ltd.
|
Cayman Islands
|
|
||
Ticketmaster Middle East Limited
|
Cayman Islands
|
|
||
Beijing Gehua Live Nation Entertainment and Sports Company Ltd
|
China
|
|
||
Ticketmaster Ticketing (Beijing) Ventures Co., Ltd.
|
China
|
|
||
Live Nation Czech Republic Sro
|
Czech Republic
|
|
||
BILLETnet A/S
|
Denmark
|
|
||
Danish Venue Enterprise A/S
|
Denmark
|
|
||
Live Nation Denmark Aps
|
Denmark
|
|
||
Live Nation Denmark Management Holding Aps
|
Denmark
|
|
||
Academy Music Fund Limited
|
England & Wales
|
|
||
Academy Music Group Limited
|
England & Wales
|
|
||
Academy Music Holdings Ltd
|
England & Wales
|
|
||
Adventure Sport Events Limited
|
England & Wales
|
|
||
ANDpress Limited
|
England & Wales
|
|
||
Angel Festivals Limited
|
England & Wales
|
|
||
Apollo Leisure Group Limited
|
England & Wales
|
|
||
Big Chill Republic Limited
|
England & Wales
|
|
||
C I (Events) Limited
|
England & Wales
|
|
||
Cardiff International Arena Limited
|
England & Wales
|
|
||
CLS Concerts Limited
|
England & Wales
|
|
||
Confirm/Ignore Ltd
|
England & Wales
|
|
||
Cream Communications Limited
|
England & Wales
|
|
||
Cream Events Limited
|
England & Wales
|
|
||
Cream Holdings Limited
|
England & Wales
|
|
||
Cream Ibiza Limited
|
England & Wales
|
|
International
|
State or Jurisdiction of Incorporation or Organization
|
|
||
Cream Liverpool Limited
|
England & Wales
|
|
||
Cream Media Limited
|
England & Wales
|
|
||
Cream Music Limited
|
England & Wales
|
|
||
De-lux Merchandise Company Limited
|
England & Wales
|
|
||
Electricland Limited
|
England & Wales
|
|
||
Fanbase.co.uk Limited
|
England & Wales
|
|
||
FC 1031 Limited
|
England & Wales
|
|
||
Festival Republic Limited
|
England & Wales
|
|
||
Festival Republic.com Limited
|
England & Wales
|
|
||
Finlaw 279 Limited
|
England & Wales
|
|
||
FLAM2 Limited
|
England & Wales
|
|
||
Front Line Artist Management Limited
|
England & Wales
|
|
||
Full Circle Live Limited
|
England & Wales
|
|
||
Gafrus Limited
|
England & Wales
|
|
||
GetMeIn! Ltd
|
England & Wales
|
|
||
Gricind Limited
|
England & Wales
|
|
||
International Talent Booking Limited
|
England & Wales
|
|
||
Live Connection Music Limited
|
England & Wales
|
|
||
Live Nation Events Limited
|
England & Wales
|
|
||
Live Nation (Music) UK Limited
|
England & Wales
|
|
||
Live Nation (Theatrical) UK Limited
|
England & Wales
|
|
||
Live Nation Limited
|
England & Wales
|
|
||
Live Nation Merchandise Limited
|
England & Wales
|
|
||
LN-Gaiety Holdings Limited
|
England & Wales
|
|
||
Maztec Limited
|
England & Wales
|
|
||
Maztecrose Holdings Limited
|
England & Wales
|
|
||
Mean Fiddler Festivals Limited
|
England & Wales
|
|
||
Midland Concert Promotions Group Limited
|
England & Wales
|
|
||
Outdoor Entertainment Limited
|
England & Wales
|
|
||
Plan B Management Limited
|
England & Wales
|
|
||
Quest Management (UK) Limited
|
England & Wales
|
|
||
Quietus Management Limited
|
England & Wales
|
|
||
Rangepost Limited
|
England & Wales
|
|
||
Reading Festival Limited
|
England & Wales
|
|
||
Roc Nation UK limited
|
England & Wales
|
|
||
Roctronix Limited
|
England & Wales
|
|
||
Roseclaim Limited
|
England & Wales
|
|
||
Sharpfleur Limited
|
England & Wales
|
|
||
Showsec International Limited
|
England & Wales
|
|
||
Sidezone Limited
|
England & Wales
|
|
||
Sotto Voce Limited
|
England & Wales
|
|
||
Sotto Voce Music Publishing Limited
|
England & Wales
|
|
||
Sylo Management Limited
|
England & Wales
|
|
||
The Security Company (UK) Holdings Limited
|
England & Wales
|
|
||
the17 Limited
|
England & Wales
|
|
||
Three Six Zero Grp Limited
|
England & Wales
|
|
International
|
State or Jurisdiction of Incorporation or Organization
|
|
||
Three Six Zero Music Publishing Limited
|
England & Wales
|
|
||
Ticket Web (UK) Limited
|
England & Wales
|
|
||
Ticketflask Limited
|
England & Wales
|
|
||
Ticketmaster Europe Holdco Limited
|
England & Wales
|
|
||
Ticketmaster Systems Limited
|
England & Wales
|
|
||
Ticketmaster UK Limited
|
England & Wales
|
|
||
TM Number One Limited
|
England & Wales
|
|
||
Trapstar Collective Limited
|
England & Wales
|
|
||
Trapstar International Limited
|
England & Wales
|
|
||
TSZ Music Publishing Limited
|
England & Wales
|
|
||
Windfield Promotions Limited
|
England & Wales
|
|
||
Live Nation Baltics OU
|
Estonia
|
|
||
Live Nation Estonia OU
|
Estonia
|
|
||
Events Club Oy
|
Finland
|
|
||
Lippupalvelu Oy
|
Finland
|
|
||
Live Nation Finland Oy
|
Finland
|
|
||
Live Nation Russia & Baltics Oy
|
Finland
|
|
||
LCB Productions
|
France
|
|
||
Live Nation France
|
France
|
|
||
Live Nation France Festivals
|
France
|
|
||
Live Nation SAS
|
France
|
|
||
LNE France Holdings SAS
|
France
|
|
||
Société d’Exploitation du PALAIS NIKAÏA
|
France
|
|
||
Ticketnet
|
France
|
|
||
Vp-Ticket SAS
|
France
|
|
||
Berlin Festival Gmbh & Co. KG
|
Germany
|
|
||
BF Berlin Festival Verwaltungs-Gmbh
|
Germany
|
|
||
Live Nation Germany Holdings GmbH
|
Germany
|
|
||
Ticketmaster Deutschland Holding GmbH
|
Germany
|
|
||
Ticketmaster GmbH
|
Germany
|
|
||
Live Nation (HK) Limited
|
Hong Kong
|
|
||
Live Nation Lushington (Hong Kong) Limited
|
Hong Kong
|
|
||
Live Nation Marketing Partnerships Asia Limited
|
Hong Kong
|
|
||
Ticketmaster Entertainment China Holding Co. Limited
|
Hong Kong
|
|
||
Live Nation Central & Eastern Europe Kft
|
Hungary
|
|
||
Amphitheatre Ireland Limited
|
Ireland
|
|
||
EP Festivals Limited
|
Ireland
|
|
||
EP Republic Limited
|
Ireland
|
|
||
Festival Republic Dublin Limited
|
Ireland
|
|
||
Live Nation Ireland Holdings Limited
|
Ireland
|
|
||
Live Nation Ireland Limited
|
Ireland
|
|
||
Point Presentations Limited
|
Ireland
|
|
||
Principle Management Limited
|
Ireland
|
|
||
The Ticket Shop
|
Ireland
|
|
||
Ticketline
|
Ireland
|
|
||
Ticket Shop Holdings (IOM)
|
Isle of Man
|
|
International
|
State or Jurisdiction of Incorporation or Organization
|
|
||
Ticket Shop One (IOM) Limited
|
Isle of Man
|
|
||
Ticket Shop Two (IOM) Limited
|
Isle of Man
|
|
||
Consozio get live in liquidazione
|
Italy
|
|
||
Get Live 2 Srl
|
Italy
|
|
||
Live Nation 2 Srl
|
Italy
|
|
||
Live Nation Italia Srl
|
Italy
|
|
||
Parcolimpico Srl
|
Italy
|
|
||
Live Nation Japan GK
|
Japan
|
|
||
UAB Live Nation Lietuva
|
Lithuania
|
|
||
Ticketmaster Luxembourg Holdco 1 S.a.r.l.
|
Luxembourg
|
|
||
Ticketmaster Luxembourg Holdco 2 S.a.r.l.
|
Luxembourg
|
|
||
Ticketmaster Luxembourg Holdco 3 S.a.r.l.
|
Luxembourg
|
|
||
Ticketmaster Luxembourg Holdco 4 S.a.r.l.
|
Luxembourg
|
|
||
Ticketmaster Luxembourg Holdco 5 S.a.r.l.
|
Luxembourg
|
|
||
Alta Vista Films
|
Mexico
|
|
||
SEVAB
|
Mexico
|
|
||
Venta de Boletos por Computadora S.A. de C.V.
|
Mexico
|
|
||
Amsterdam Music Dome Exploitatie BV
|
Netherlands
|
|
||
Black Box Arnhem BV
|
Netherlands
|
|
||
Brand New Live BV
|
Netherlands
|
|
||
B.V. Exploitatiemaatschappij GelreDome
|
Netherlands
|
|
||
Crowd Care BV
|
Netherlands
|
|
||
Festivals Limburg BV
|
Netherlands
|
|
||
Fifty Fifty Antwerpen BV
|
Netherlands
|
|
||
GelreDome Horeca 2 B.V.
|
Netherlands
|
|
||
GelreDome Horeca B.V.
|
Netherlands
|
|
||
GelreDome N.V.
|
Netherlands
|
|
||
Holland Event Marketing BV
|
Netherlands
|
|
||
Live Nation Europe Holdings BV
|
Netherlands
|
|
||
Live Nation International Holdings B.V.
|
Netherlands
|
|
||
Live Nation Netherlands Holdings B.V.
|
Netherlands
|
|
||
Live Nation Venues (Netherlands) BV
|
Netherlands
|
|
||
LYV B.V.
|
Netherlands
|
|
||
Mojo Concerts BV
|
Netherlands
|
|
||
Mojo Works BV
|
Netherlands
|
|
||
MVA Partnership CV
|
Netherlands
|
|
||
Security Company Security BV
|
Netherlands
|
|
||
Straight International Security BV
|
Netherlands
|
|
||
The Event Support Company BV
|
Netherlands
|
|
||
The Security Company Utrecht Holland Holding BV
|
Netherlands
|
|
||
Ticket Service Nederland BV
|
Netherlands
|
|
||
Live Nation NZ Limited
|
New Zealand
|
|
||
Ticketmaster NZ Limited
|
New Zealand
|
|
||
Ticket Shop (NI) Limited
|
Northern Ireland
|
|
||
Billettservice AS
|
Norway
|
|
||
Event og Media AS
|
Norway
|
|
International
|
State or Jurisdiction of Incorporation or Organization
|
|
||
Hove Republic AS
|
Norway
|
|
||
Live Nation Norway AS
|
Norway
|
|
||
TimeOut Agency & Concerts AS
|
Norway
|
|
||
Concert Supplies Sp. z o.o.
|
Poland
|
|
||
Live Nation Sp. z.o.o.
|
Poland
|
|
||
Music Marketing Sp. z.o.o.
|
Poland
|
|
||
Ticketmaster Poland Sp. z o.o.
|
Poland
|
|
||
Live Nation Muzika LLC
|
Russia
|
|
||
ABC3 Limited
|
Scotland
|
|
||
Autauric Limited
|
Scotland
|
|
||
Bar None Management Limited
|
Scotland
|
|
||
D.F. Concerts Limited
|
Scotland
|
|
||
King Tut's Recordings Limited
|
Scotland
|
|
||
Santa's Kingdom (Scotland) Limited
|
Scotland
|
|
||
Tecjet Limited
|
Scotland
|
|
||
Live Nation (Singapore) Pte Ltd
|
Singapore
|
|
||
Live Nation Lushington (Singapore) Pte. Ltd
|
Singapore
|
|
||
Live Nation Korea Corporation
|
South Korea
|
|
||
Compania Editora de Talentos Internacionales SA
|
Spain
|
|
||
Fringul Inversiones SLU
|
Spain
|
|
||
Impulsa Eventos e Instalaciones, S.A.
|
Spain
|
|
||
Live Nation Espana SAU
|
Spain
|
|
||
Madrid Deportes y Espectaculos SA
|
Spain
|
|
||
Mean Fiddler Spain SL
|
Spain
|
|
||
Mediterranea Concerts SL
|
Spain
|
|
||
Rock in Rio Madrid SA
|
Spain
|
|
||
Ticketmaster Iberica SLU
|
Spain
|
|
||
Ticketmaster Spain SAU
|
Spain
|
|
||
Artist och underhallningsservice i Sverige AB
|
Sweden
|
|
||
Live Nation Holding Nordic AB
|
Sweden
|
|
||
Live Nation Nordic AB
|
Sweden
|
|
||
Live Nation Sweden AB
|
Sweden
|
|
||
Lugerinc AB
|
Sweden
|
|
||
Ticketmaster New Ventures Finance HB
|
Sweden
|
|
||
Ticketmaster New Ventures Holdings II AB
|
Sweden
|
|
||
Ticnet AB
|
Sweden
|
|
||
Biletix Bilet Dagitim Basim ve Ticaret AS
|
Turkey
|
|
||
Biletix Sigorta Acenteligi AS
|
Turkey
|
|
||
Live Nation Middle East FZ-LLC
|
United Arab Emirates
|
|
||
Ticketmaster Middle East FZ-LLC
|
United Arab Emirates
|
|
(1)
|
Registration Statement (Form S-3 No 333-190459) of Live Nation Entertainment, Inc.;
|
(2)
|
Registration Statement (Form S-8 No. 333-175139) pertaining to the 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011 of Live Nation Entertainment, Inc.;
|
(3)
|
Registration Statement (Form S-3 No. 333-174397) of Live Nation Entertainment, Inc.;
|
(4)
|
Registration Statement (Form S-3 No. 333-172087) of Live Nation Entertainment, Inc.;
|
(5)
|
Registration Statement (Form S-3 No. 333-166148) of Live Nation Entertainment, Inc.;
|
(6)
|
Registration Statement (Form S-8 No. 333-164507) pertaining to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan;
|
(7)
|
Registration Statement (Form S-8 No. 333-164494) pertaining to the Amended and Restated Live Nation, Inc. Stock Bonus Plan;
|
(8)
|
Registration Statement (Form S-8 No. 333-164302) pertaining to the 2005 Stock Incentive Plan, as Amended and Restated of Live Nation, Inc.;
|
(9)
|
Registration Statement (Form S-8 No. 333-157664) pertaining to the Employee Stock Bonus Plan of Live Nation, Inc.;
|
(10)
|
Registration Statement (Form S-8 No. 333-149901) pertaining to the Employee Stock Bonus Plan of Live Nation, Inc.; and
|
(11)
|
Registration Statement (Form S-8 No. 333-132949) pertaining to the 2005 Stock Incentive Plan of Live Nation, Inc.;
|
Date: February 24, 2014
|
|
|
|
By:
|
/s/: Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: February 24, 2014
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|
Date: February 24, 2014
|
|
|
|
By:
|
/s/ Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: February 24, 2014
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|