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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
|
FASB
|
Financial Accounting Standards Board
|
FTC
|
Federal Trade Commission
|
GAAP
|
United States Generally Accepted Accounting Principles
|
Liberty Media
|
Liberty Media Corporation
|
Live Nation
|
Live Nation Entertainment, Inc., formerly known as Live Nation, Inc., and subsidiaries
|
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
|
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
|
•
|
Expand our Concert Platform
. We will grow our fan base and increase our ticket sales by continuing to build our portfolio of festivals globally, expanding our business into select additional top global music markets, and further building our presence in existing markets.
|
•
|
Drive Conversion of Ticket Sales through Development of Innovative Products
. We are focused on selling tickets through a wide set of sales channels, including mobile and online, and leveraging our extensive fan database to better reach consumers. We will continue to focus on developing innovative products to build fan traffic to our sales channels and drive increased ticket sales.
|
•
|
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 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.
|
•
|
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 through an improved user experience while also creating a more efficient system.
|
•
|
Grow Secondary Ticket Volume.
We will continue to grow the volume of secondary tickets sold in partnership with content owners through a trusted environment for fan ticket exchanges. We will expand globally the availability of secondary tickets, allowing our fans to have a dependable, secure destination for all events.
|
•
|
Drive Artist Management through our Other Core Businesses.
We believe that effective artist management provides further connections to our concert platform, supporting its growth. By delivering strong and consistent services to our artist managers and their clients, we believe we can continue to build our market share in both artist management and concert promotion.
|
•
|
Fans
. During
2014
, our events were attended by
nearly
59 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 to 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
2014
, we promoted shows or tours for
over 2,700 artists
globally. In addition, through our artist management companies, we manage
approximately 280 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 profiles hosted by approved third-party websites. We also have both Live Nation and Ticketmaster mobile apps that our fans can use to access event information and buy tickets.
|
•
|
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 76 cities in North America and 27 countries worldwide. In addition, we own, operate, have exclusive booking rights or have an equity interest in
158
venues located across six
countries as of the end of
2014
, making us, we believe, the second largest operator of music venues in the world. We
|
•
|
Sponsors
. We employ a sales force of approximately 230 people that worked with approximately 750 sponsors during
2014
, 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 Citi, American Express, Carlsberg, O
2
, Anheuser-Busch, Red Bull, Pepsi and SAP (each of these brands is a registered trademark of the sponsor).
|
•
|
Employees
. At
December 31, 2014
, we employed
approximately 7,900 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 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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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 appropriately-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.
|
•
|
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.
|
•
|
Festival Sites
—Festival sites are outdoor locations used primarily in the summer season to stage large single-day or multi-day concert events featuring several artists on multiple stages. Depending on the location, festival site capacities can range from 10,000 to 135,000. We believe they are popular because of the value provided to the fan by packaging several artists together for an 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.
|
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
|
|
|
11
|
|
|
—
|
|
|
52
|
|
Arena
|
|
5,000 - 20,000
|
|
1
|
|
|
3
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
10
|
|
Theater
|
|
1,000 - 6,500
|
|
7
|
|
|
25
|
|
|
5
|
|
|
15
|
|
|
1
|
|
|
53
|
|
Club
|
|
Less than 1,000
|
|
3
|
|
|
13
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
27
|
|
House of Blues
|
|
1,000 - 2,000
|
|
2
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
Festival Site
|
|
N/A
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
Total venues in operation
|
|
24
|
|
|
78
|
|
|
14
|
|
|
41
|
|
|
1
|
|
|
158
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Venues currently under construction
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||
Venues not currently in operation
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total venues in operation:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
|
|
17
|
|
|
70
|
|
|
7
|
|
|
41
|
|
|
1
|
|
|
136
|
|
International
|
|
|
|
7
|
|
|
8
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
22
|
|
•
|
the quality of service delivered to our artists, fans, ticketing clients 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
|
|
49
|
|
President, Chief Executive Officer and Director
|
Ron Bension
|
|
60
|
|
President–HOB Entertainment
|
Joe Berchtold
|
|
50
|
|
Chief Operating Officer
|
Mark Campana
|
|
57
|
|
Co-President–North America Concerts
|
Brian Capo
|
|
48
|
|
Chief Accounting Officer
|
Arthur Fogel
|
|
61
|
|
Chairman–Global Music and President–Global Touring
|
John Hopmans
|
|
56
|
|
Executive Vice President–Mergers and Acquisitions and Strategic Finance
|
John Reid
|
|
53
|
|
President–Live Nation Europe Concerts
|
Alan Ridgeway
|
|
48
|
|
President–International and Emerging Markets
|
Bob Roux
|
|
57
|
|
Co-President–North America Concerts
|
Michael Rowles
|
|
49
|
|
General Counsel and Secretary
|
Jared Smith
|
|
37
|
|
President–Ticketmaster North America
|
Russell Wallach
|
|
49
|
|
President–North America Sponsorships
|
Kathy Willard
|
|
48
|
|
Chief Financial Officer
|
Mark Yovich
|
|
40
|
|
President–Ticketmaster International
|
David Zedeck
|
|
50
|
|
President–Global Talent and Artist Development
|
•
|
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;
|
•
|
inability to fund the significant up-front cash requirements associated with our touring and ticketing businesses due to insufficient cash on hand or capacity under our senior secured credit facility, which could result in the loss of key tours to competitors or the inability to secure and retain ticketing clients;
|
•
|
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; and
|
•
|
unfavorable changes in labor conditions which may require us to spend more to retain and attract key employees.
|
Fiscal Quarter Ended
|
|
Operating
income (loss)
|
||
|
|
(in thousands)
|
||
|
|
|
||
March 31, 2013
|
|
$
|
(33,189
|
)
|
June 30, 2013
|
|
$
|
97,806
|
|
September 30, 2013
|
|
$
|
126,037
|
|
December 31, 2013
|
|
$
|
(50,994
|
)
|
March 31, 2014
|
|
$
|
(12,308
|
)
|
June 30, 2014
|
|
$
|
55,686
|
|
September 30, 2014
|
|
$
|
150,604
|
|
December 31, 2014
|
|
$
|
(186,818
|
)
|
•
|
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 cost-efficiently.
|
•
|
using a significant portion of our available cash;
|
•
|
issuing equity securities, which would dilute current stockholders’ percentage ownership;
|
•
|
incurring substantial debt;
|
•
|
incurring or assuming contingent liabilities, known or unknown;
|
•
|
incurring amortization expenses related to intangibles; and
|
•
|
incurring large accounting write-offs or impairments.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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, acquisitions 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; and
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands except per share data)
|
||||||||||||||||||
Results of Operations Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
6,866,964
|
|
|
$
|
6,478,547
|
|
|
$
|
5,819,047
|
|
|
$
|
5,383,998
|
|
|
$
|
5,063,748
|
|
Operating income (loss)
(2)
|
$
|
7,164
|
|
|
$
|
139,660
|
|
|
$
|
(21,639
|
)
|
|
$
|
18,337
|
|
|
$
|
(63,700
|
)
|
Loss from continuing operations before income taxes
(2)
|
$
|
(99,820
|
)
|
|
$
|
(5,137
|
)
|
|
$
|
(132,161
|
)
|
|
$
|
(96,627
|
)
|
|
$
|
(188,654
|
)
|
Net loss attributable to common stockholders of Live Nation
(3)
|
$
|
(90,807
|
)
|
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
|
$
|
(83,016
|
)
|
|
$
|
(228,390
|
)
|
Basic and diluted loss from continuing operations per common share attributable to common stockholders of Live Nation
(4)
|
$
|
(0.49
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(0.46
|
)
|
|
$
|
(1.36
|
)
|
Cash dividends per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
5,988,361
|
|
|
$
|
5,683,521
|
|
|
$
|
5,290,806
|
|
|
$
|
5,077,344
|
|
|
$
|
5,195,560
|
|
Long-term debt, net (including current maturities)
|
$
|
2,063,400
|
|
|
$
|
1,808,887
|
|
|
$
|
1,740,005
|
|
|
$
|
1,705,261
|
|
|
$
|
1,731,864
|
|
(1)
|
Acquisitions and dispositions significantly impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.
|
(2)
|
The year ended December 31, 2014 includes
$135.0 million
of goodwill impairments recorded in conjunction with our annual impairment tests.
|
(3)
|
The year ended December 31, 2014 includes $97.4 million of goodwill impairments, net of the noncontrolling interests share of the impairments, recorded in conjunction with our annual impairment tests.
|
(4)
|
The year ended December 31, 2014 includes a loss of $0.48 per common share from the impact of the goodwill impairments.
|
|
Year Ended December 31,
|
|
% Change
2014 vs 2013 |
|
% Change
2013 vs 2012 |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
6,866,964
|
|
|
$
|
6,478,547
|
|
|
$
|
5,819,047
|
|
|
6%
|
|
11%
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||
Direct operating expenses
|
4,919,969
|
|
|
4,680,507
|
|
|
4,151,277
|
|
|
5%
|
|
13%
|
|||
Selling, general and administrative expenses
|
1,330,160
|
|
|
1,226,892
|
|
|
1,143,632
|
|
|
8%
|
|
7%
|
|||
Depreciation and amortization
|
368,143
|
|
|
368,923
|
|
|
429,557
|
|
|
0%
|
|
(14)%
|
|||
Goodwill impairment
|
134,961
|
|
|
—
|
|
|
—
|
|
|
*
|
|
*
|
|||
Gain on disposal of operating assets
|
(4,494
|
)
|
|
(38,259
|
)
|
|
(514
|
)
|
|
*
|
|
*
|
|||
Corporate expenses
|
101,000
|
|
|
94,385
|
|
|
113,364
|
|
|
7%
|
|
(17)%
|
|||
Acquisition transaction expenses
|
10,061
|
|
|
6,439
|
|
|
3,370
|
|
|
*
|
|
*
|
|||
Operating income (loss)
|
7,164
|
|
|
139,660
|
|
|
(21,639
|
)
|
|
(95)%
|
|
*
|
|||
Operating margin
|
0.1
|
%
|
|
2.2
|
%
|
|
(0.4
|
)%
|
|
|
|
|
|||
Interest expense
|
106,312
|
|
|
111,659
|
|
|
123,740
|
|
|
|
|
|
|||
Loss (gain) on extinguishment of debt
|
188
|
|
|
36,269
|
|
|
(460
|
)
|
|
|
|
|
|||
Interest income
|
(3,606
|
)
|
|
(5,071
|
)
|
|
(4,170
|
)
|
|
|
|
|
|||
Equity in earnings of nonconsolidated affiliates
|
(4,166
|
)
|
|
(856
|
)
|
|
(9,921
|
)
|
|
|
|
|
|||
Other expense, net
|
8,256
|
|
|
2,796
|
|
|
1,333
|
|
|
|
|
|
|||
Loss before income taxes
|
(99,820
|
)
|
|
(5,137
|
)
|
|
(132,161
|
)
|
|
|
|
|
|||
Income tax expense
|
4,630
|
|
|
30,878
|
|
|
29,736
|
|
|
|
|
|
|||
Net loss
|
(104,450
|
)
|
|
(36,015
|
)
|
|
(161,897
|
)
|
|
|
|
|
|||
Net income (loss) attributable to noncontrolling interests
|
(13,643
|
)
|
|
7,363
|
|
|
1,330
|
|
|
|
|
|
|||
Net loss attributable to common stockholders of Live Nation
|
$
|
(90,807
|
)
|
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
|
|
|
|
*
|
Percentages are not meaningful.
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Concerts
(1)
|
|
|
|
|
|
|||
Estimated events:
|
|
|
|
|
|
|||
North America
|
15,948
|
|
|
15,580
|
|
|
14,942
|
|
International
|
6,853
|
|
|
7,270
|
|
|
6,996
|
|
Total estimated events
|
22,801
|
|
|
22,850
|
|
|
21,938
|
|
Estimated fans (rounded):
|
|
|
|
|
|
|||
North America
|
40,092,000
|
|
|
37,954,000
|
|
|
32,079,000
|
|
International
|
18,486,000
|
|
|
21,527,000
|
|
|
17,915,000
|
|
Total estimated fans
|
58,578,000
|
|
|
59,481,000
|
|
|
49,994,000
|
|
Ticketing
|
|
|
|
|
|
|||
Number of tickets sold (in thousands)
(2)
|
153,744
|
|
|
148,852
|
|
|
147,732
|
|
(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 the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.
|
(2)
|
The number of tickets sold includes primary tickets only and excludes tickets sold for the 2012 Olympics. This metric includes tickets sold during the year 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
2014
,
2013
and
2012
excludes approximately
300 million
, 301 million and 284 million, respectively, of estimated tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, for which we do not receive a fee.
|
|
Year Ended December 31,
|
|
% Change
2014 vs 2013 |
|
% Change
2013 vs 2012 |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
4,726,877
|
|
|
$
|
4,517,191
|
|
|
$
|
3,870,371
|
|
|
5%
|
|
17%
|
Direct operating expenses
|
4,016,540
|
|
|
3,829,991
|
|
|
3,274,951
|
|
|
5%
|
|
17%
|
|||
Selling, general and administrative expenses
|
666,475
|
|
|
632,614
|
|
|
569,570
|
|
|
5%
|
|
11%
|
|||
Depreciation and amortization
|
115,088
|
|
|
132,386
|
|
|
145,552
|
|
|
(13)%
|
|
(9)%
|
|||
Goodwill impairment
|
117,013
|
|
|
—
|
|
|
—
|
|
|
*
|
|
*
|
|||
Gain on disposal of operating assets
|
(2,954
|
)
|
|
(38,927
|
)
|
|
(453
|
)
|
|
*
|
|
*
|
|||
Acquisition transaction expenses
|
5,171
|
|
|
723
|
|
|
847
|
|
|
*
|
|
*
|
|||
Operating loss
|
$
|
(190,456
|
)
|
|
$
|
(39,596
|
)
|
|
$
|
(120,096
|
)
|
|
*
|
|
67%
|
Operating margin
|
(4.0
|
)%
|
|
(0.9
|
)%
|
|
(3.1
|
)%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
50,547
|
|
|
$
|
60,326
|
|
|
$
|
31,364
|
|
|
(16)%
|
|
92%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Year Ended December 31,
|
|
% Change
2014 vs 2013 |
|
% Change
2013 vs 2012 |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
1,557,254
|
|
|
$
|
1,407,817
|
|
|
$
|
1,374,049
|
|
|
11%
|
|
2%
|
Direct operating expenses
|
763,280
|
|
|
672,221
|
|
|
651,055
|
|
|
14%
|
|
3%
|
|||
Selling, general and administrative expenses
|
471,982
|
|
|
442,788
|
|
|
434,310
|
|
|
7%
|
|
2%
|
|||
Depreciation and amortization
|
204,901
|
|
|
190,801
|
|
|
165,947
|
|
|
7%
|
|
15%
|
|||
Gain on disposal of operating assets
|
(1,583
|
)
|
|
(4
|
)
|
|
(225
|
)
|
|
*
|
|
*
|
|||
Acquisition transaction expenses
|
1,381
|
|
|
245
|
|
|
153
|
|
|
*
|
|
*
|
|||
Operating income
|
$
|
117,293
|
|
|
$
|
101,766
|
|
|
$
|
122,809
|
|
|
15%
|
|
(17)%
|
Operating margin
|
7.5
|
%
|
|
7.2
|
%
|
|
8.9
|
%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
326,121
|
|
|
$
|
298,121
|
|
|
$
|
294,625
|
|
|
9%
|
|
1%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Year Ended December 31,
|
|
% Change
2014 vs 2013 |
|
% Change
2013 vs 2012 |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
389,437
|
|
|
$
|
352,947
|
|
|
$
|
399,940
|
|
|
10%
|
|
(12)%
|
Direct operating expenses
|
212,302
|
|
|
218,113
|
|
|
263,896
|
|
|
(3)%
|
|
(17)%
|
|||
Selling, general and administrative expenses
|
138,066
|
|
|
103,304
|
|
|
99,786
|
|
|
34%
|
|
4%
|
|||
Depreciation and amortization
|
43,343
|
|
|
42,613
|
|
|
115,696
|
|
|
2%
|
|
(63)%
|
|||
Goodwill impairment
|
17,948
|
|
|
—
|
|
|
—
|
|
|
*
|
|
*
|
|||
Loss (gain) on disposal of operating assets
|
34
|
|
|
665
|
|
|
(42
|
)
|
|
*
|
|
*
|
|||
Acquisition transaction expenses
|
566
|
|
|
3
|
|
|
1,163
|
|
|
*
|
|
*
|
|||
Operating loss
|
$
|
(22,822
|
)
|
|
$
|
(11,751
|
)
|
|
$
|
(80,559
|
)
|
|
(94)%
|
|
85%
|
Operating margin
|
(5.9
|
)%
|
|
(3.3
|
)%
|
|
(20.1
|
)%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
48,063
|
|
|
$
|
32,084
|
|
|
$
|
38,134
|
|
|
50%
|
|
(16)%
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) below.
|
|
Year Ended December 31,
|
|
% Change
2014 vs 2013 |
|
% Change
2013 vs 2012 |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
300,279
|
|
|
$
|
284,692
|
|
|
$
|
247,921
|
|
|
5%
|
|
15%
|
Direct operating expenses
|
37,973
|
|
|
45,021
|
|
|
34,738
|
|
|
(16)%
|
|
30%
|
|||
Selling, general and administrative expenses
|
50,292
|
|
|
45,618
|
|
|
38,198
|
|
|
10%
|
|
19%
|
|||
Depreciation and amortization
|
4,281
|
|
|
2,351
|
|
|
1,187
|
|
|
82%
|
|
*
|
|||
Acquisition transaction expenses
|
—
|
|
|
64
|
|
|
—
|
|
|
*
|
|
*
|
|||
Operating income
|
$
|
207,733
|
|
|
$
|
191,638
|
|
|
$
|
173,798
|
|
|
8%
|
|
10%
|
Operating margin
|
69.2
|
%
|
|
67.3
|
%
|
|
70.1
|
%
|
|
|
|
|
|||
Adjusted operating income **
|
$
|
213,410
|
|
|
$
|
194,807
|
|
|
$
|
175,619
|
|
|
10%
|
|
11%
|
*
|
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
|
|
Loss (gain)
on disposal of
operating
assets
|
|
Depreciation
and
amortization
|
|
Goodwill impairment
|
|
Acquisition
expenses
|
|
Operating
income
(loss)
|
||||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Concerts
|
$
|
50,547
|
|
|
$
|
6,685
|
|
|
$
|
(2,954
|
)
|
|
$
|
115,088
|
|
|
$
|
117,013
|
|
|
$
|
5,171
|
|
|
$
|
(190,456
|
)
|
Ticketing
|
326,121
|
|
|
4,129
|
|
|
(1,583
|
)
|
|
204,901
|
|
|
—
|
|
|
1,381
|
|
|
117,293
|
|
|||||||
Artist Nation
|
48,063
|
|
|
8,994
|
|
|
34
|
|
|
43,343
|
|
|
17,948
|
|
|
566
|
|
|
(22,822
|
)
|
|||||||
Sponsorship & Advertising
|
213,410
|
|
|
1,396
|
|
|
—
|
|
|
4,281
|
|
|
—
|
|
|
—
|
|
|
207,733
|
|
|||||||
Other and Eliminations
|
(102
|
)
|
|
—
|
|
|
(29
|
)
|
|
(2,062
|
)
|
|
—
|
|
|
38
|
|
|
1,951
|
|
|||||||
Corporate
|
(83,175
|
)
|
|
17,825
|
|
|
38
|
|
|
2,592
|
|
|
—
|
|
|
2,905
|
|
|
(106,535
|
)
|
|||||||
Total
|
$
|
554,864
|
|
|
$
|
39,029
|
|
|
$
|
(4,494
|
)
|
|
$
|
368,143
|
|
|
$
|
134,961
|
|
|
$
|
10,061
|
|
|
$
|
7,164
|
|
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
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Maintenance capital expenditures
|
$
|
60,320
|
|
|
$
|
59,645
|
|
|
$
|
62,962
|
|
Revenue generating capital expenditures
|
73,476
|
|
|
56,732
|
|
|
60,255
|
|
|||
Total capital expenditures
|
$
|
133,796
|
|
|
$
|
116,377
|
|
|
$
|
123,217
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
2020 and
|
||||||||||
|
Total
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
thereafter
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations, including current maturities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Term loans and revolving credit facility
|
$
|
1,043,062
|
|
|
$
|
21,000
|
|
|
$
|
69,600
|
|
|
$
|
61,837
|
|
|
$
|
890,625
|
|
7% senior notes
|
425,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
425,000
|
|
|||||
2.5% convertible senior notes
(1)
|
275,000
|
|
|
—
|
|
|
—
|
|
|
275,000
|
|
|
—
|
|
|||||
5.375% senior note
|
250,000
|
|
|
—
|
|
|
—
|
|
|
|
|
|
250,000
|
|
|||||
Other long-term debt
|
96,031
|
|
|
26,485
|
|
|
31,242
|
|
|
10,011
|
|
|
28,293
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Estimated interest payments
(2)
|
504,278
|
|
|
90,828
|
|
|
173,918
|
|
|
161,060
|
|
|
78,472
|
|
|||||
Non-cancelable operating leases
(3)
|
2,240,542
|
|
|
135,816
|
|
|
264,831
|
|
|
229,724
|
|
|
1,610,171
|
|
|||||
Non-cancelable contracts
(3)
|
1,392,307
|
|
|
877,072
|
|
|
427,777
|
|
|
77,340
|
|
|
10,118
|
|
|||||
Capital expenditures
|
10,107
|
|
|
9,807
|
|
|
50
|
|
|
—
|
|
|
250
|
|
|||||
Contingent and deferred consideration
|
25,951
|
|
|
1,703
|
|
|
21,850
|
|
|
2,398
|
|
|
—
|
|
|||||
Total
|
$
|
6,262,278
|
|
|
$
|
1,162,711
|
|
|
$
|
989,268
|
|
|
$
|
817,370
|
|
|
$
|
3,292,929
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
269,409
|
|
|
$
|
417,472
|
|
|
$
|
367,098
|
|
Investing activities
|
$
|
(384,294
|
)
|
|
$
|
(143,663
|
)
|
|
$
|
(203,791
|
)
|
Financing activities
|
$
|
240,864
|
|
|
$
|
32,984
|
|
|
$
|
(19,891
|
)
|
Year Ended December 31,
|
||||||||
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
*
|
|
*
|
|
*
|
|
*
|
|
*
|
*
|
For the years ended December 31,
2014
,
2013
,
2012
,
2011
and
2010
, fixed charges exceeded earnings from continuing operations before income taxes and fixed charges by
$65.2 million
, $6.0 million, $142.1 million, $104.4 million and $193.6 million, respectively.
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,382,029
|
|
|
$
|
1,299,184
|
|
Accounts receivable, less allowance of $17,489 and $19,850 in 2014 and 2013, respectively
|
419,301
|
|
|
439,151
|
|
||
Prepaid expenses
|
440,272
|
|
|
378,342
|
|
||
Other current assets
|
26,089
|
|
|
43,427
|
|
||
Total current assets
|
2,267,691
|
|
|
2,160,104
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land, buildings and improvements
|
808,116
|
|
|
816,931
|
|
||
Computer equipment and capitalized software
|
454,925
|
|
|
421,846
|
|
||
Furniture and other equipment
|
209,624
|
|
|
210,866
|
|
||
Construction in progress
|
78,111
|
|
|
52,883
|
|
||
|
1,550,776
|
|
|
1,502,526
|
|
||
Less accumulated depreciation
|
855,439
|
|
|
795,726
|
|
||
|
695,337
|
|
|
706,800
|
|
||
Intangible assets
|
|
|
|
||||
Definite-lived intangible assets, net
|
682,713
|
|
|
676,564
|
|
||
Indefinite-lived intangible assets
|
369,480
|
|
|
376,736
|
|
||
Goodwill
|
1,479,037
|
|
|
1,466,983
|
|
||
Other long-term assets
|
494,103
|
|
|
296,334
|
|
||
Total assets
|
$
|
5,988,361
|
|
|
$
|
5,683,521
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable, client accounts
|
$
|
658,108
|
|
|
$
|
656,253
|
|
Accounts payable
|
74,151
|
|
|
111,320
|
|
||
Accrued expenses
|
675,880
|
|
|
668,799
|
|
||
Deferred revenue
|
543,122
|
|
|
486,433
|
|
||
Current portion of long-term debt
|
47,485
|
|
|
278,403
|
|
||
Other current liabilities
|
12,035
|
|
|
54,310
|
|
||
Total current liabilities
|
2,010,781
|
|
|
2,255,518
|
|
||
Long-term debt, net
|
2,015,915
|
|
|
1,530,484
|
|
||
Long-term deferred income taxes
|
196,759
|
|
|
161,637
|
|
||
Other long-term liabilities
|
112,204
|
|
|
85,035
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
168,855
|
|
|
61,041
|
|
||
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; 201,601,859 and 199,974,160 shares issued and 201,193,835 and 199,566,136 shares outstanding in 2014 and 2013, respectively
|
2,004
|
|
|
1,978
|
|
||
Additional paid-in capital
|
2,414,428
|
|
|
2,368,281
|
|
||
Accumulated deficit
|
(1,042,603
|
)
|
|
(951,796
|
)
|
||
Cost of shares held in treasury (408,024 shares)
|
(6,865
|
)
|
|
(6,865
|
)
|
||
Accumulated other comprehensive loss
|
(70,010
|
)
|
|
(2,370
|
)
|
||
Total Live Nation Entertainment, Inc. stockholders’ equity
|
1,296,954
|
|
|
1,409,228
|
|
||
Noncontrolling interests
|
186,893
|
|
|
180,578
|
|
||
Total equity
|
1,483,847
|
|
|
1,589,806
|
|
||
Total liabilities and equity
|
$
|
5,988,361
|
|
|
$
|
5,683,521
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands except share and per share data)
|
||||||||||
Revenue
|
$
|
6,866,964
|
|
|
$
|
6,478,547
|
|
|
$
|
5,819,047
|
|
Operating expenses:
|
|
|
|
|
|
||||||
Direct operating expenses
|
4,919,969
|
|
|
4,680,507
|
|
|
4,151,277
|
|
|||
Selling, general and administrative expenses
|
1,330,160
|
|
|
1,226,892
|
|
|
1,143,632
|
|
|||
Depreciation and amortization
|
368,143
|
|
|
368,923
|
|
|
429,557
|
|
|||
Goodwill impairment
|
134,961
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposal of operating assets
|
(4,494
|
)
|
|
(38,259
|
)
|
|
(514
|
)
|
|||
Corporate expenses
|
101,000
|
|
|
94,385
|
|
|
113,364
|
|
|||
Acquisition transaction expenses
|
10,061
|
|
|
6,439
|
|
|
3,370
|
|
|||
Operating income (loss)
|
7,164
|
|
|
139,660
|
|
|
(21,639
|
)
|
|||
Interest expense
|
106,312
|
|
|
111,659
|
|
|
123,740
|
|
|||
Loss (gain) on extinguishment of debt
|
188
|
|
|
36,269
|
|
|
(460
|
)
|
|||
Interest income
|
(3,606
|
)
|
|
(5,071
|
)
|
|
(4,170
|
)
|
|||
Equity in earnings of nonconsolidated affiliates
|
(4,166
|
)
|
|
(856
|
)
|
|
(9,921
|
)
|
|||
Other expense, net
|
8,256
|
|
|
2,796
|
|
|
1,333
|
|
|||
Loss before income taxes
|
(99,820
|
)
|
|
(5,137
|
)
|
|
(132,161
|
)
|
|||
Income tax expense
|
4,630
|
|
|
30,878
|
|
|
29,736
|
|
|||
Net loss
|
(104,450
|
)
|
|
(36,015
|
)
|
|
(161,897
|
)
|
|||
Net income (loss) attributable to noncontrolling interests
|
(13,643
|
)
|
|
7,363
|
|
|
1,330
|
|
|||
Net loss attributable to common stockholders of Live Nation
|
$
|
(90,807
|
)
|
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per common share attributable to common stockholders of Live Nation
|
$
|
(0.49
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.88
|
)
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
||||||
Basic and diluted
|
198,874,019
|
|
|
193,885,066
|
|
|
186,955,748
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
|||||||||||
Net loss
|
|
$
|
(104,450
|
)
|
|
$
|
(36,015
|
)
|
|
$
|
(161,897
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Unrealized gain (loss) on cash flow hedges
|
|
(6
|
)
|
|
20
|
|
|
(148
|
)
|
|||
Realized loss (gain) on cash flow hedges
|
|
60
|
|
|
496
|
|
|
(16
|
)
|
|||
Change in funded status of defined benefit pension plan
|
|
30
|
|
|
—
|
|
|
(390
|
)
|
|||
Foreign currency translation adjustments
|
|
(67,724
|
)
|
|
8,037
|
|
|
26,005
|
|
|||
Comprehensive loss
|
|
(172,090
|
)
|
|
(27,462
|
)
|
|
(136,446
|
)
|
|||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
(13,643
|
)
|
|
7,363
|
|
|
1,330
|
|
|||
Comprehensive loss attributable to common stockholders of Live Nation
|
|
$
|
(158,447
|
)
|
|
$
|
(34,825
|
)
|
|
$
|
(137,776
|
)
|
|
|
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, 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
|
|
||||||||
Purchases of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(279
|
)
|
|
(236
|
)
|
|
—
|
|
||||||||
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
|
|
||||||||
Purchases of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(17,732
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,168
|
)
|
|
(49,900
|
)
|
|
—
|
|
|
|
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)
|
||||||||||||||||||||||||||||||||
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
|
)
|
||||||||
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
|
|
||||||||
Non-cash and stock-based compensation
|
|
—
|
|
|
—
|
|
|
39,029
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
39,029
|
|
|
—
|
|
|||||||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
|
897,973
|
|
|
9
|
|
|
(14,902
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
(14,893
|
)
|
|
—
|
|
|||||||||
Exercise of stock options
|
|
1,769,194
|
|
|
17
|
|
|
21,780
|
|
|
|
|
|
|
|
|
|
|
21,797
|
|
|
—
|
|
||||||||||||
Fair value of convertible debt conversion feature, net of issuance costs
|
|
—
|
|
|
—
|
|
|
21,444
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,444
|
|
|
—
|
|
||||||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,484
|
|
|
37,484
|
|
|
108,104
|
|
||||||||
Purchases of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(3,796
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
310
|
|
|
(3,486
|
)
|
|
(5,017
|
)
|
||||||||
Sales of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(11,748
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(159
|
)
|
|
(11,907
|
)
|
|
19,246
|
|
||||||||
Redeemable noncontrolling interests fair value adjustments
|
|
—
|
|
|
—
|
|
|
(5,660
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,660
|
)
|
|
5,660
|
|
||||||||
Noncontrolling interests contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
|
|
|||||||||
Cash distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30,520
|
)
|
|
(30,520
|
)
|
|
(1,993
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,449
|
)
|
|
(5,449
|
)
|
|
—
|
|
|||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(90,807
|
)
|
|
—
|
|
|
—
|
|
|
4,543
|
|
|
(86,264
|
)
|
|
(18,186
|
)
|
||||||||
Unrealized loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
|
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)
|
||||||||||||||||||||||||||||||||
Realized loss on cash flow hedges
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60
|
|
|
—
|
|
|
60
|
|
|
—
|
|
||||||||
Change in funded status of defined benefit pension plan
|
|
|
|
|
|
|
|
|
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|||||||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
|
|
—
|
|
|
—
|
|
|
(67,724
|
)
|
|
|
|
|
(67,724
|
)
|
|
—
|
|
|||||||||
Balances at December 31, 2014
|
|
200,431,276
|
|
|
$
|
2,004
|
|
|
$
|
2,414,428
|
|
|
$
|
(1,042,603
|
)
|
|
$
|
(6,865
|
)
|
|
$
|
(70,010
|
)
|
|
$
|
186,893
|
|
|
$
|
1,483,847
|
|
|
$
|
168,855
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net loss
|
$
|
(104,450
|
)
|
|
$
|
(36,015
|
)
|
|
$
|
(161,897
|
)
|
Reconciling items:
|
|
|
|
|
|
||||||
Depreciation
|
127,168
|
|
|
122,164
|
|
|
124,593
|
|
|||
Amortization
|
240,975
|
|
|
246,759
|
|
|
304,964
|
|
|||
Goodwill impairment
|
134,961
|
|
|
—
|
|
|
—
|
|
|||
Deferred income tax benefit
|
(17,664
|
)
|
|
(15,888
|
)
|
|
(10,957
|
)
|
|||
Amortization of debt issuance costs and discount/premium, net
|
16,038
|
|
|
20,187
|
|
|
16,696
|
|
|||
Loss (gain) on extinguishment of debt
|
188
|
|
|
36,269
|
|
|
(460
|
)
|
|||
Non-cash compensation expense
|
39,029
|
|
|
28,415
|
|
|
37,063
|
|
|||
Gain on disposal of operating assets
|
(4,494
|
)
|
|
(38,259
|
)
|
|
(514
|
)
|
|||
Equity in earnings of nonconsolidated affiliates
|
(4,166
|
)
|
|
(856
|
)
|
|
(9,921
|
)
|
|||
Loss (gain) on consolidation of nonconsolidated affiliates
|
(16,356
|
)
|
|
(986
|
)
|
|
2,373
|
|
|||
Other, net
|
(1,512
|
)
|
|
4,907
|
|
|
8,062
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Decrease (increase) in accounts receivable
|
(14,356
|
)
|
|
34,344
|
|
|
(20,319
|
)
|
|||
Increase in prepaid expenses
|
(187,113
|
)
|
|
(8,410
|
)
|
|
(88,841
|
)
|
|||
Increase in other assets
|
(44,447
|
)
|
|
(102,756
|
)
|
|
(22,316
|
)
|
|||
Increase in accounts payable, accrued expenses and other liabilities
|
31,878
|
|
|
90,809
|
|
|
63,812
|
|
|||
Increase in deferred revenue
|
73,730
|
|
|
36,788
|
|
|
124,760
|
|
|||
Net cash provided by operating activities
|
269,409
|
|
|
417,472
|
|
|
367,098
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Collections and advances of notes receivable
|
(25,627
|
)
|
|
(1,193
|
)
|
|
(2,408
|
)
|
|||
Distributions from nonconsolidated affiliates
|
7,864
|
|
|
13,889
|
|
|
9,241
|
|
|||
Investments made in nonconsolidated affiliates
|
(19,600
|
)
|
|
(9,628
|
)
|
|
(3,788
|
)
|
|||
Purchases of property, plant and equipment
|
(139,587
|
)
|
|
(134,868
|
)
|
|
(123,811
|
)
|
|||
Proceeds from disposal of operating assets, net of cash divested
|
7,045
|
|
|
82,618
|
|
|
8,293
|
|
|||
Cash paid for acquisitions, net of cash acquired
|
(210,243
|
)
|
|
(93,537
|
)
|
|
(75,641
|
)
|
|||
Purchases of intangible assets
|
(3,350
|
)
|
|
(522
|
)
|
|
(14,562
|
)
|
|||
Other, net
|
(796
|
)
|
|
(422
|
)
|
|
(1,115
|
)
|
|||
Net cash used in investing activities
|
(384,294
|
)
|
|
(143,663
|
)
|
|
(203,791
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net of debt issuance costs
|
515,385
|
|
|
903,179
|
|
|
538,124
|
|
|||
Payments on long-term debt
|
(253,773
|
)
|
|
(886,597
|
)
|
|
(525,060
|
)
|
|||
Contributions from noncontrolling interests
|
81
|
|
|
363
|
|
|
825
|
|
|||
Distributions to noncontrolling interests
|
(32,513
|
)
|
|
(17,384
|
)
|
|
(20,079
|
)
|
|||
Purchases and sales of noncontrolling interests, net
|
(4,391
|
)
|
|
(50,876
|
)
|
|
(4,259
|
)
|
|||
Proceeds from exercise of stock options
|
21,797
|
|
|
85,110
|
|
|
1,143
|
|
|||
Payments for deferred and contingent consideration
|
(5,722
|
)
|
|
(811
|
)
|
|
(10,585
|
)
|
|||
Net cash provided by (used in) financing activities
|
240,864
|
|
|
32,984
|
|
|
(19,891
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(43,134
|
)
|
|
(8,664
|
)
|
|
13,386
|
|
|||
Net increase in cash and cash equivalents
|
82,845
|
|
|
298,129
|
|
|
156,802
|
|
|||
Cash and cash equivalents at beginning of period
|
1,299,184
|
|
|
1,001,055
|
|
|
844,253
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,382,029
|
|
|
$
|
1,299,184
|
|
|
$
|
1,001,055
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest, net of interest income
|
$
|
89,343
|
|
|
$
|
86,669
|
|
|
$
|
107,975
|
|
Income taxes, net of refunds
|
$
|
41,471
|
|
|
$
|
45,567
|
|
|
$
|
(2,238
|
)
|
|
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, 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
|
|
||||||||
Gross carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Acquisitions—current year
|
75,304
|
|
|
92,974
|
|
|
—
|
|
|
—
|
|
|
8,415
|
|
|
—
|
|
|
1,100
|
|
|
177,793
|
|
||||||||
Acquisitions— prior year
|
(1,851
|
)
|
|
2,857
|
|
|
1,500
|
|
|
—
|
|
|
407
|
|
|
—
|
|
|
—
|
|
|
2,913
|
|
||||||||
Dispositions
|
(1,600
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,600
|
)
|
||||||||
Foreign exchange
|
(19,056
|
)
|
|
(8,508
|
)
|
|
—
|
|
|
(2,324
|
)
|
|
(1,608
|
)
|
|
(1,176
|
)
|
|
(5
|
)
|
|
(32,677
|
)
|
||||||||
Other
(1)
|
(2,764
|
)
|
|
(9,268
|
)
|
|
(15,147
|
)
|
|
4
|
|
|
(92,548
|
)
|
|
(3,082
|
)
|
|
111
|
|
|
(122,694
|
)
|
||||||||
Net change
|
50,033
|
|
|
78,055
|
|
|
(13,647
|
)
|
|
(2,320
|
)
|
|
(85,334
|
)
|
|
(4,258
|
)
|
|
1,206
|
|
|
23,735
|
|
||||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Amortization
|
(52,664
|
)
|
|
(52,389
|
)
|
|
(12,531
|
)
|
|
(7,960
|
)
|
|
(24,946
|
)
|
|
(3,458
|
)
|
|
(713
|
)
|
|
(154,661
|
)
|
||||||||
Dispositions
|
605
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
605
|
|
||||||||
Foreign exchange
|
8,277
|
|
|
1,735
|
|
|
—
|
|
|
1,161
|
|
|
1,262
|
|
|
767
|
|
|
3
|
|
|
13,205
|
|
||||||||
Other
(1)
|
2,764
|
|
|
9,268
|
|
|
15,147
|
|
|
(4
|
)
|
|
92,548
|
|
|
3,082
|
|
|
460
|
|
|
123,265
|
|
||||||||
Net change
|
(41,018
|
)
|
|
(41,386
|
)
|
|
2,616
|
|
|
(6,803
|
)
|
|
68,864
|
|
|
391
|
|
|
(250
|
)
|
|
(17,586
|
)
|
||||||||
Balance as of December 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Gross carrying amount
|
635,127
|
|
|
355,992
|
|
|
123,552
|
|
|
83,322
|
|
|
15,330
|
|
|
24,266
|
|
|
3,581
|
|
|
1,241,170
|
|
||||||||
Accumulated amortization
|
(272,071
|
)
|
|
(123,195
|
)
|
|
(98,512
|
)
|
|
(50,490
|
)
|
|
(4,246
|
)
|
|
(8,701
|
)
|
|
(1,242
|
)
|
|
(558,457
|
)
|
||||||||
Net
|
$
|
363,056
|
|
|
$
|
232,797
|
|
|
$
|
25,040
|
|
|
$
|
32,832
|
|
|
$
|
11,084
|
|
|
$
|
15,565
|
|
|
$
|
2,339
|
|
|
$
|
682,713
|
|
(1)
|
Other includes netdowns of fully amortized or impaired assets and, for 2013, a
$1.2 million
reclassification from indefinite-lived intangible assets due to a change in the asset’s estimated useful life.
|
|
Weighted-
Average
Life (years)
|
||||
|
2014
|
|
2013
|
||
|
|
|
|
||
Revenue-generating contracts
|
9
|
|
|
9
|
|
Client/vendor relationships
|
7
|
|
|
8
|
|
Technology
|
5
|
|
|
5
|
|
Trademarks and naming rights
|
—
|
|
|
10
|
|
Other
|
10
|
|
|
—
|
|
All categories
|
8
|
|
|
9
|
|
|
(in thousands)
|
||
2015
|
$
|
130,262
|
|
2016
|
$
|
125,166
|
|
2017
|
$
|
104,932
|
|
2018
|
$
|
86,048
|
|
2019
|
$
|
73,680
|
|
|
Concerts
|
|
Ticketing
|
|
Artist
Nation
|
|
Sponsorship
& Advertising
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance as of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
(1)
|
$
|
468,891
|
|
|
$
|
637,642
|
|
|
$
|
266,820
|
|
|
$
|
254,376
|
|
|
$
|
1,627,729
|
|
Accumulated impairment losses
(1)
|
(269,902
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(269,902
|
)
|
|||||
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
|
|
|
1,736,885
|
|
|||||
Accumulated impairment losses
|
(269,902
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(269,902
|
)
|
|||||
Net
|
235,570
|
|
|
642,249
|
|
|
278,923
|
|
|
310,241
|
|
|
1,466,983
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Acquisitions—current year
|
92,393
|
|
|
27,943
|
|
|
68,107
|
|
|
15,774
|
|
|
204,217
|
|
|||||
Acquisitions—prior year
|
1,997
|
|
|
—
|
|
|
(2,304
|
)
|
|
(625
|
)
|
|
(932
|
)
|
|||||
Dispositions
|
—
|
|
|
(4,434
|
)
|
|
—
|
|
|
—
|
|
|
(4,434
|
)
|
|||||
Impairment
|
(117,013
|
)
|
|
—
|
|
|
(17,948
|
)
|
|
—
|
|
|
(134,961
|
)
|
|||||
Foreign exchange
|
(21,971
|
)
|
|
(8,127
|
)
|
|
787
|
|
|
(22,525
|
)
|
|
(51,836
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance as of December 31, 2014:
|
|
|
|
|
|
|
|
|
|||||||||||
Goodwill
|
577,891
|
|
|
657,631
|
|
|
345,513
|
|
|
302,865
|
|
|
1,883,900
|
|
|||||
Accumulated impairment losses
|
(386,915
|
)
|
|
—
|
|
|
(17,948
|
)
|
|
—
|
|
|
(404,863
|
)
|
|||||
Net
|
$
|
190,976
|
|
|
$
|
657,631
|
|
|
$
|
327,565
|
|
|
$
|
302,865
|
|
|
$
|
1,479,037
|
|
(1)
|
The previously reported total balance has been reduced by
$13.0 million
due to the net down of fully impaired goodwill related to the Company’s non-core events business which was sold in 2008.
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in thousands)
|
||||||
Current assets
|
|
$
|
37,239
|
|
|
$
|
38,387
|
|
Noncurrent assets
|
|
$
|
6,340
|
|
|
$
|
6,545
|
|
Current liabilities
|
|
$
|
21,729
|
|
|
$
|
21,031
|
|
Noncontrolling interests
|
|
$
|
391
|
|
|
$
|
296
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Revenue
|
|
$
|
43,490
|
|
|
$
|
51,940
|
|
|
$
|
49,306
|
|
Operating income
|
|
$
|
20,092
|
|
|
$
|
27,027
|
|
|
$
|
26,427
|
|
Net income
|
|
$
|
14,641
|
|
|
$
|
20,574
|
|
|
$
|
20,340
|
|
Net income attributable to the common stockholders of the equity investees
|
|
$
|
14,500
|
|
|
$
|
20,515
|
|
|
$
|
20,309
|
|
Divested Asset
|
|
Segment
|
|
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
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
(in thousands)
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|||||||
|
Term loan A, net of unamortized discount of $1.4 million and $2.0 million
|
|
|
|
|
||||||
|
|
in 2014 and 2013, respectively
|
|
$
|
103,517
|
|
|
$
|
111,578
|
|
|
|
Term loan B, net of unamortized discount of $12.2 million and
|
|
|
|
|
||||||
|
|
$14.4 million in 2014 and 2013, respectively
|
|
925,962
|
|
|
933,226
|
|
|||
|
Revolving credit facility
|
|
—
|
|
|
—
|
|
||||
7% Senior Notes due 2020, plus unamortized premium of $7.3 million and
|
|
|
|
|
|||||||
|
$8.6 million in 2014 and 2013, respectively
|
|
432,286
|
|
|
433,571
|
|
||||
5.375% Senior Notes due 2022
|
|
250,000
|
|
|
—
|
|
|||||
2.875% Convertible Senior Notes due 2027, net of unamortized discount of
|
|
|
|
|
|||||||
|
$7.6 million in 2013
|
|
—
|
|
|
212,415
|
|
||||
2.5% Convertible Senior Notes due 2019, net of unamortized discount of
|
|
|
|
|
|||||||
|
$19.4 million in 2014
|
|
255,604
|
|
|
—
|
|
||||
Other long-term debt
|
|
96,031
|
|
|
118,097
|
|
|||||
|
|
|
|
|
2,063,400
|
|
|
1,808,887
|
|
||
Less: current portion
|
|
47,485
|
|
|
278,403
|
|
|||||
|
|
|
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
2,015,915
|
|
|
$
|
1,530,484
|
|
|
(in thousands)
|
||
2015
|
$
|
47,485
|
|
2016
|
50,662
|
|
|
2017
|
50,180
|
|
|
2018
|
332,172
|
|
|
2019
|
14,676
|
|
|
Thereafter
|
1,593,918
|
|
|
Total
|
2,089,093
|
|
|
Debt discount
|
(32,979
|
)
|
|
Debt premium
|
7,286
|
|
|
Total, including premium and discount
|
$
|
2,063,400
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Interest cost recognized relating to:
|
|
|
|
|
|
||||||
Contractual interest coupon
|
$
|
8,701
|
|
|
$
|
6,325
|
|
|
$
|
6,325
|
|
Amortization of debt discount
|
10,165
|
|
|
12,995
|
|
|
11,792
|
|
|||
Amortization of debt issuance costs
|
1,175
|
|
|
703
|
|
|
703
|
|
|||
Total interest cost recognized on the notes
|
$
|
20,041
|
|
|
$
|
20,023
|
|
|
$
|
18,820
|
|
|
Fair Value Measurements
at December 31, 2014 |
|
Fair Value Measurements
at December 31, 2013 |
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
$
|
111
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
111
|
|
|
$
|
26,627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,627
|
|
Forward currency contracts
|
—
|
|
|
1,910
|
|
|
—
|
|
|
1,910
|
|
|
—
|
|
|
297
|
|
|
—
|
|
|
297
|
|
||||||||
Stock options
|
—
|
|
|
—
|
|
|
445
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|
469
|
|
|
469
|
|
||||||||
Total
|
$
|
111
|
|
|
$
|
1,910
|
|
|
$
|
445
|
|
|
$
|
2,466
|
|
|
$
|
26,627
|
|
|
$
|
297
|
|
|
$
|
469
|
|
|
$
|
27,393
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swaps
|
$
|
—
|
|
|
$
|
1,004
|
|
|
$
|
—
|
|
|
$
|
1,004
|
|
|
$
|
—
|
|
|
$
|
1,491
|
|
|
$
|
—
|
|
|
$
|
1,491
|
|
Forward currency contracts
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
1,543
|
|
|
—
|
|
|
1,543
|
|
||||||||
Put option
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
435
|
|
|
435
|
|
||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
8,927
|
|
|
8,927
|
|
|
—
|
|
|
—
|
|
|
5,934
|
|
|
5,934
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
1,009
|
|
|
$
|
8,927
|
|
|
$
|
9,936
|
|
|
$
|
—
|
|
|
$
|
3,034
|
|
|
$
|
6,369
|
|
|
$
|
9,403
|
|
|
|
Fair Value
|
|
Fair Value Measurements Using
|
|
Loss
|
||||||||||||||
Description
|
|
Measurement
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(Gain)
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Definite-lived intangible assets, net
|
|
$
|
627
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
627
|
|
|
$
|
11,107
|
|
Indefinite-lived intangible assets, net
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,963
|
|
Goodwill
|
|
$
|
142,719
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
142,719
|
|
|
$
|
134,961
|
|
Investments in nonconsolidated affiliates
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16,356
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Definite-lived intangible assets, net
|
|
$
|
660
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
660
|
|
|
$
|
10,625
|
|
Investments in nonconsolidated affiliates
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,174
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cancelable
Operating Leases
|
|
Non-cancelable
Contracts
|
|
Capital
Expenditures
|
||||||
|
(in thousands)
|
||||||||||
2015
|
$
|
135,816
|
|
|
$
|
877,072
|
|
|
$
|
9,807
|
|
2016
|
135,047
|
|
|
237,016
|
|
|
25
|
|
|||
2017
|
129,784
|
|
|
190,761
|
|
|
25
|
|
|||
2018
|
118,865
|
|
|
43,261
|
|
|
—
|
|
|||
2019
|
110,859
|
|
|
34,079
|
|
|
—
|
|
|||
Thereafter
|
1,610,171
|
|
|
10,118
|
|
|
250
|
|
|||
Total
|
$
|
2,240,542
|
|
|
$
|
1,392,307
|
|
|
$
|
10,107
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Principal owner and director related-party revenue
|
$
|
3,995
|
|
|
$
|
6,050
|
|
|
$
|
21,532
|
|
Principal owner and director related-party expenses
|
$
|
424
|
|
|
$
|
5,006
|
|
|
$
|
22,291
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Other related-party revenue
|
$
|
4,942
|
|
|
$
|
5,721
|
|
|
$
|
4,755
|
|
Other related-party expenses
|
$
|
16,639
|
|
|
$
|
20,208
|
|
|
$
|
13,720
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
17
|
|
|
$
|
1,238
|
|
|
$
|
2,235
|
|
Foreign
|
|
12,727
|
|
|
41,664
|
|
|
34,541
|
|
|||
State
|
|
9,550
|
|
|
3,864
|
|
|
3,917
|
|
|||
Total current
|
|
22,294
|
|
|
46,766
|
|
|
40,693
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(10,827
|
)
|
|
(852
|
)
|
|
(386
|
)
|
|||
Foreign
|
|
(4,249
|
)
|
|
(14,606
|
)
|
|
(14,591
|
)
|
|||
State
|
|
(2,588
|
)
|
|
(430
|
)
|
|
4,020
|
|
|||
Total deferred
|
|
(17,664
|
)
|
|
(15,888
|
)
|
|
(10,957
|
)
|
|||
Income tax expense
|
|
$
|
4,630
|
|
|
$
|
30,878
|
|
|
$
|
29,736
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
(in thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
$
|
232,521
|
|
|
$
|
234,454
|
|
Prepaid expenses
|
|
2,518
|
|
|
7,089
|
|
||
Long-term debt
|
|
8,521
|
|
|
51,166
|
|
||
Total deferred tax liabilities
|
|
243,560
|
|
|
292,709
|
|
||
|
|
|
|
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Intangible and fixed assets
|
|
—
|
|
|
8,991
|
|
||
Accrued expenses
|
|
59,081
|
|
|
59,944
|
|
||
Net operating loss carryforwards
|
|
526,811
|
|
|
538,644
|
|
||
Foreign tax credit carryforwards
|
|
55,806
|
|
|
42,323
|
|
||
Equity compensation
|
|
9,868
|
|
|
24,930
|
|
||
Other
|
|
2,065
|
|
|
14,597
|
|
||
Total gross deferred tax assets
|
|
653,631
|
|
|
689,429
|
|
||
|
|
|
|
|
||||
Valuation allowance
|
|
593,305
|
|
|
580,594
|
|
||
Total deferred tax assets
|
|
60,326
|
|
|
108,835
|
|
||
Net deferred tax liabilities
|
|
$
|
(183,234
|
)
|
|
$
|
(183,874
|
)
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Income tax benefit at United States statutory rates
|
|
$
|
(34,937
|
)
|
|
$
|
(1,798
|
)
|
|
$
|
(46,256
|
)
|
State income taxes, net of federal tax benefits
|
|
9,550
|
|
|
3,864
|
|
|
3,917
|
|
|||
Differences between foreign and United States statutory rates
|
|
(10,735
|
)
|
|
(21,182
|
)
|
|
(25,637
|
)
|
|||
Non-United States income inclusions and exclusions
|
|
2,926
|
|
|
18,525
|
|
|
9,901
|
|
|||
Nondeductible items
|
|
55,469
|
|
|
7,570
|
|
|
9,005
|
|
|||
Tax contingencies
|
|
950
|
|
|
697
|
|
|
4,316
|
|
|||
Change in valuation allowance
|
|
(6,168
|
)
|
|
15,912
|
|
|
79,214
|
|
|||
Other, net
|
|
(12,425
|
)
|
|
7,290
|
|
|
(4,724
|
)
|
|||
|
|
$
|
4,630
|
|
|
$
|
30,878
|
|
|
$
|
29,736
|
|
|
|
|
|
|
|
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Balance at January 1
|
|
$
|
12,860
|
|
|
$
|
15,974
|
|
|
$
|
13,357
|
|
Additions:
|
|
|
|
|
|
|
||||||
Increase for current year positions
|
|
306
|
|
|
396
|
|
|
2,978
|
|
|||
Increase for prior year positions
|
|
1,089
|
|
|
800
|
|
|
652
|
|
|||
Decrease for prior year positions
|
|
—
|
|
|
(75
|
)
|
|
—
|
|
|||
Interest and penalties for prior years
|
|
511
|
|
|
148
|
|
|
686
|
|
|||
Reductions:
|
|
|
|
|
|
|
||||||
Expiration of applicable statute of limitations
|
|
(236
|
)
|
|
(572
|
)
|
|
—
|
|
|||
Settlements for prior year positions
|
|
(1,225
|
)
|
|
(3,212
|
)
|
|
(1,716
|
)
|
|||
Foreign exchange
|
|
(686
|
)
|
|
(599
|
)
|
|
247
|
|
|||
Reclassification to other liabilities
|
|
—
|
|
|
—
|
|
|
(230
|
)
|
|||
Balance at December 31
|
|
$
|
12,619
|
|
|
$
|
12,860
|
|
|
$
|
15,974
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Net loss attributable to common stockholders of Live Nation
|
$
|
(90,807
|
)
|
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
Transfers of noncontrolling interest:
|
|
|
|
|
|
||||||
Changes in Live Nation’s additional paid-in capital for purchase of noncontrolling interests, net of transaction costs
|
(3,796
|
)
|
|
(17,732
|
)
|
|
43
|
|
|||
Changes in Live Nation’s additional paid-in capital for sale of noncontrolling interests, net of transaction costs
|
(11,748
|
)
|
|
—
|
|
|
—
|
|
|||
Net transfers of noncontrolling interest
|
(15,544
|
)
|
|
(17,732
|
)
|
|
43
|
|
|||
Change from net loss attributable to common stockholders of Live Nation and transfers from noncontrolling interests
|
$
|
(106,351
|
)
|
|
$
|
(61,110
|
)
|
|
$
|
(163,184
|
)
|
|
|
Gains and Losses on Cash Flow Hedges
|
|
Defined Benefit Pension Items
|
|
Foreign Currency Items
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
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
|
)
|
||||
Other comprehensive income (loss) before reclassifications
|
|
(6
|
)
|
|
30
|
|
|
(67,724
|
)
|
|
(67,700
|
)
|
||||
Amount reclassified from AOCI
|
|
60
|
|
|
—
|
|
|
—
|
|
|
60
|
|
||||
Net other comprehensive income (loss)
|
|
54
|
|
|
30
|
|
|
(67,724
|
)
|
|
(67,640
|
)
|
||||
Balance at December 31, 2014
|
|
$
|
(25
|
)
|
|
$
|
(581
|
)
|
|
$
|
(69,404
|
)
|
|
$
|
(70,010
|
)
|
|
|
Year ended December 31,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands except share and per share data)
|
|||||||||||
Net loss attributable to common stockholders of Live Nation
|
|
$
|
(90,807
|
)
|
|
$
|
(43,378
|
)
|
|
$
|
(163,227
|
)
|
Accretion of redeemable noncontrolling interests
|
|
(5,660
|
)
|
|
(569
|
)
|
|
(801
|
)
|
|||
Net loss available to common stockholders of Live Nation—basic and diluted
|
|
$
|
(96,467
|
)
|
|
$
|
(43,947
|
)
|
|
$
|
(164,028
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares—basic and diluted
|
|
198,874,019
|
|
|
193,885,066
|
|
|
186,955,748
|
|
|||
|
|
|
|
|
|
|
||||||
Basic and diluted net loss available to common stockholders of Live Nation
|
|
$
|
(0.49
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.88
|
)
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
|
(in thousands)
|
|||||||
Options to purchase shares of common stock
|
16,999
|
|
|
16,628
|
|
|
24,722
|
|
Restricted stock awards and units—unvested
|
1,171
|
|
|
2,210
|
|
|
3,207
|
|
Warrants
|
—
|
|
|
—
|
|
|
500
|
|
Conversion shares related to convertible senior notes
|
7,930
|
|
|
8,105
|
|
|
8,105
|
|
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
|
26,100
|
|
|
26,943
|
|
|
36,534
|
|
|
Year Ended December 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in thousands)
|
||||||||||
Selling, general and administrative expenses
|
$
|
21,204
|
|
|
$
|
12,361
|
|
|
$
|
14,297
|
|
Corporate expenses
|
17,825
|
|
|
16,054
|
|
|
22,766
|
|
|||
Total
|
$
|
39,029
|
|
|
$
|
28,415
|
|
|
$
|
37,063
|
|
|
Year Ended December 31,
|
|||||||
|
2014
|
|
2013
|
|
2012
|
|||
Risk-free interest rate
|
1.67% - 2.0%
|
|
|
1.06% - 1.89%
|
|
|
0.83% - 1.14%
|
|
Dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Volatility factors
|
42.4% - 47.0%
|
|
|
48.2% - 48.4%
|
|
|
54.6% - 61.3%
|
|
Weighted average expected life (in years)
|
6.06
|
|
|
5.87
|
|
|
6.46
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|||||||||
|
(in thousands, except per share data)
|
|||||||||||||||||||
Outstanding January 1
|
16,628
|
|
|
$
|
12.68
|
|
|
24,722
|
|
|
$
|
11.68
|
|
|
21,429
|
|
|
$
|
12.33
|
|
Granted
|
2,345
|
|
|
21.03
|
|
|
1,269
|
|
|
13.30
|
|
|
5,495
|
|
|
8.80
|
|
|||
Exercised
|
(1,769
|
)
|
|
12.32
|
|
|
(8,718
|
)
|
|
9.76
|
|
|
(259
|
)
|
|
4.39
|
|
|||
Forfeited or expired
|
(205
|
)
|
|
19.58
|
|
|
(645
|
)
|
|
14.93
|
|
|
(1,943
|
)
|
|
11.70
|
|
|||
Outstanding December 31
|
16,999
|
|
|
$
|
13.78
|
|
|
16,628
|
|
|
$
|
12.68
|
|
|
24,722
|
|
|
$
|
11.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable December 31
|
10,669
|
|
|
$
|
13.68
|
|
|
9,443
|
|
|
$
|
14.94
|
|
|
15,529
|
|
|
$
|
13.46
|
|
Weighted average fair value per option granted
|
|
|
$
|
9.82
|
|
|
|
|
|
$
|
6.18
|
|
|
|
|
|
$
|
3.93
|
|
Range of
Exercise
Prices
|
|
Outstanding
as of
12/31/14
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Exercisable
as of
12/31/14
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
||||||
|
|
(in thousands)
|
|
(in years)
|
|
|
|
(in thousands)
|
|
(in years)
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$2.75 - $4.99
|
|
2,306
|
|
|
4.2
|
|
$
|
2.87
|
|
|
2,306
|
|
|
4.2
|
|
$
|
2.87
|
|
$5.00 - $9.99
|
|
5,174
|
|
|
7.6
|
|
$
|
8.81
|
|
|
2,237
|
|
|
7.3
|
|
$
|
8.83
|
|
$10.00 - $14.99
|
|
3,676
|
|
|
5.9
|
|
$
|
11.40
|
|
|
2,796
|
|
|
5.5
|
|
$
|
11.35
|
|
$15.00 - $19.99
|
|
901
|
|
|
4.8
|
|
$
|
18.64
|
|
|
694
|
|
|
3.6
|
|
$
|
18.67
|
|
$20.00 - $24.99
|
|
3,821
|
|
|
6.3
|
|
$
|
22.47
|
|
|
1,515
|
|
|
2.2
|
|
$
|
24.65
|
|
$25.00 - $29.99
|
|
708
|
|
|
0.4
|
|
$
|
29.68
|
|
|
708
|
|
|
0.4
|
|
$
|
29.68
|
|
$35.00 - $39.99
|
|
413
|
|
|
0.4
|
|
$
|
39.95
|
|
|
413
|
|
|
0.4
|
|
$
|
39.95
|
|
|
Restricted Stock
|
|
RSUs
|
||||||||||
|
Awards
|
|
Price
|
|
Awards
|
|
Price
|
||||||
|
(in thousands, except per share data)
|
||||||||||||
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
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
752
|
|
|
21.64
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
(237
|
)
|
|
12.64
|
|
|
—
|
|
|
—
|
|
||
Vested
|
(1,554
|
)
|
|
11.50
|
|
|
—
|
|
|
—
|
|
||
Unvested at December 31, 2014
|
1,171
|
|
|
$
|
16.18
|
|
|
—
|
|
|
$
|
—
|
|
|
December 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in thousands)
|
||||||
The following details the components of “Other current assets”:
|
|
|
|
||||
Cash held in escrow
|
$
|
1,869
|
|
|
$
|
23,328
|
|
Inventory
|
12,824
|
|
|
12,270
|
|
||
Other
|
11,396
|
|
|
7,829
|
|
||
Total other current assets
|
$
|
26,089
|
|
|
$
|
43,427
|
|
|
|
|
|
||||
The following details the components of “Other long-term assets”:
|
|
|
|
|
|
||
Long-term advances
|
$
|
246,461
|
|
|
$
|
150,041
|
|
Investments in nonconsolidated affiliates
|
127,222
|
|
|
39,778
|
|
||
Debt issuance costs
|
20,000
|
|
|
15,161
|
|
||
Other
|
100,420
|
|
|
91,354
|
|
||
Total other long-term assets
|
$
|
494,103
|
|
|
$
|
296,334
|
|
|
|
|
|
||||
The following details the components of “Accrued expenses”:
|
|
|
|
|
|
||
Accrued compensation and benefits
|
$
|
139,825
|
|
|
$
|
153,143
|
|
Accrued event expenses
|
164,474
|
|
|
129,898
|
|
||
Accrued insurance
|
54,183
|
|
|
52,699
|
|
||
Accrued legal
|
46,186
|
|
|
44,965
|
|
||
Collections on behalf of others
|
51,180
|
|
|
37,014
|
|
||
Other
|
220,032
|
|
|
251,080
|
|
||
Total accrued expenses
|
$
|
675,880
|
|
|
$
|
668,799
|
|
|
|
|
|
||||
The following details the components of “Other current liabilities”:
|
|
|
|
|
|
||
Contingent and deferred purchase consideration
|
$
|
1,703
|
|
|
$
|
3,509
|
|
Other
|
10,332
|
|
|
50,801
|
|
||
Total other current liabilities
|
$
|
12,035
|
|
|
$
|
54,310
|
|
|
|
|
|
|
|
||
The following details the components of “Other long-term liabilities”:
|
|
|
|
|
|
||
Accrued rent
|
$
|
56,027
|
|
|
$
|
48,985
|
|
Deferred revenue
|
4,768
|
|
|
5,102
|
|
||
Contingent and deferred purchase consideration
|
24,248
|
|
|
4,008
|
|
||
Other
|
27,161
|
|
|
26,940
|
|
||
Total other long-term liabilities
|
$
|
112,204
|
|
|
$
|
85,035
|
|
|
Concerts
|
|
Ticketing
|
|
Artist
Nation |
|
Sponsorship
& Advertising |
|
Other
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||||
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||
Revenue
|
$
|
4,726,877
|
|
|
$
|
1,557,254
|
|
|
$
|
389,437
|
|
|
$
|
300,279
|
|
|
$
|
3,171
|
|
|
$
|
—
|
|
|
$
|
(110,054
|
)
|
|
$
|
6,866,964
|
|
Direct operating expenses
|
4,016,540
|
|
|
763,280
|
|
|
212,302
|
|
|
37,973
|
|
|
(2,174
|
)
|
|
—
|
|
|
(107,952
|
)
|
|
4,919,969
|
|
||||||||
Selling, general and administrative expenses
|
666,475
|
|
|
471,982
|
|
|
138,066
|
|
|
50,292
|
|
|
3,345
|
|
|
—
|
|
|
—
|
|
|
1,330,160
|
|
||||||||
Depreciation and amortization
|
115,088
|
|
|
204,901
|
|
|
43,343
|
|
|
4,281
|
|
|
40
|
|
|
2,592
|
|
|
(2,102
|
)
|
|
368,143
|
|
||||||||
Goodwill impairment
|
117,013
|
|
|
—
|
|
|
17,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,961
|
|
||||||||
Loss (gain) on disposal of operating assets
|
(2,954
|
)
|
|
(1,583
|
)
|
|
34
|
|
|
—
|
|
|
(29
|
)
|
|
38
|
|
|
—
|
|
|
(4,494
|
)
|
||||||||
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,000
|
|
|
—
|
|
|
101,000
|
|
||||||||
Acquisition transaction expenses
|
5,171
|
|
|
1,381
|
|
|
566
|
|
|
—
|
|
|
38
|
|
|
2,905
|
|
|
—
|
|
|
10,061
|
|
||||||||
Operating income (loss)
|
$
|
(190,456
|
)
|
|
$
|
117,293
|
|
|
$
|
(22,822
|
)
|
|
$
|
207,733
|
|
|
$
|
1,951
|
|
|
$
|
(106,535
|
)
|
|
$
|
—
|
|
|
$
|
7,164
|
|
Intersegment revenue
|
$
|
97,642
|
|
|
$
|
1,150
|
|
|
$
|
11,262
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(110,054
|
)
|
|
$
|
—
|
|
Capital expenditures
|
$
|
35,006
|
|
|
$
|
89,990
|
|
|
$
|
1,892
|
|
|
$
|
1,834
|
|
|
$
|
6
|
|
|
$
|
9,490
|
|
|
$
|
—
|
|
|
$
|
138,218
|
|
|
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
|
|
||||||||
Loss (gain) 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
|
$
|
45,925
|
|
|
$
|
90,132
|
|
|
$
|
2,255
|
|
|
$
|
1,424
|
|
|
$
|
—
|
|
|
$
|
1,303
|
|
|
$
|
—
|
|
|
$
|
141,039
|
|
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
|
|
||||||||
Depreciation and amortization
|
145,552
|
|
|
165,947
|
|
|
115,696
|
|
|
1,187
|
|
|
398
|
|
|
2,829
|
|
|
(2,052
|
)
|
|
429,557
|
|
||||||||
Loss (gain) 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
|
$
|
24,634
|
|
|
$
|
92,651
|
|
|
$
|
601
|
|
|
$
|
5,147
|
|
|
$
|
4
|
|
|
$
|
1,336
|
|
|
$
|
—
|
|
|
$
|
124,373
|
|
|
|
United Kingdom Operations
|
|
Other Foreign Operations
|
|
Total Foreign Operations
|
|
Total Domestic Operations
|
|
Consolidated Total
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
772,445
|
|
|
$
|
1,591,643
|
|
|
$
|
2,364,088
|
|
|
$
|
4,502,876
|
|
|
$
|
6,866,964
|
|
Long-lived assets
|
|
$
|
71,269
|
|
|
$
|
105,937
|
|
|
$
|
177,206
|
|
|
$
|
518,131
|
|
|
$
|
695,337
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
716,982
|
|
|
$
|
1,773,088
|
|
|
$
|
2,490,070
|
|
|
$
|
3,988,477
|
|
|
$
|
6,478,547
|
|
Long-lived assets
|
|
$
|
76,607
|
|
|
$
|
116,859
|
|
|
$
|
193,466
|
|
|
$
|
513,334
|
|
|
$
|
706,800
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
691,849
|
|
|
$
|
1,349,912
|
|
|
$
|
2,041,761
|
|
|
$
|
3,777,286
|
|
|
$
|
5,819,047
|
|
Long-lived assets
|
|
$
|
87,790
|
|
|
$
|
102,706
|
|
|
$
|
190,496
|
|
|
$
|
531,290
|
|
|
$
|
721,786
|
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Revenue
|
|
$
|
1,127,316
|
|
|
$
|
923,698
|
|
|
$
|
1,665,785
|
|
|
$
|
1,679,513
|
|
|
$
|
2,502,008
|
|
|
$
|
2,262,236
|
|
|
$
|
1,571,855
|
|
|
$
|
1,613,100
|
|
Operating income (loss)
|
|
$
|
(12,308
|
)
|
|
$
|
(33,189
|
)
|
|
$
|
55,686
|
|
|
$
|
97,806
|
|
|
$
|
150,604
|
|
|
$
|
126,037
|
|
|
$
|
(186,818
|
)
|
|
$
|
(50,994
|
)
|
Net income (loss)
|
|
$
|
(30,097
|
)
|
|
$
|
(64,187
|
)
|
|
$
|
25,822
|
|
|
$
|
59,015
|
|
|
$
|
115,827
|
|
|
$
|
50,418
|
|
|
$
|
(216,002
|
)
|
|
$
|
(81,261
|
)
|
Net income (loss) attributable to common stockholders of Live Nation
|
|
$
|
(32,448
|
)
|
|
$
|
(63,239
|
)
|
|
$
|
22,934
|
|
|
$
|
58,130
|
|
|
$
|
105,163
|
|
|
$
|
43,774
|
|
|
$
|
(186,456
|
)
|
|
$
|
(82,043
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic net income (loss) per common share attributable to common stockholders of Live Nation
|
|
$
|
(0.17
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.11
|
|
|
$
|
0.30
|
|
|
$
|
0.52
|
|
|
$
|
0.22
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.42
|
)
|
Diluted net income (loss) per common share attributable to common stockholders of Live Nation
|
|
$
|
(0.17
|
)
|
|
$
|
(0.34
|
)
|
|
$
|
0.11
|
|
|
$
|
0.30
|
|
|
$
|
0.49
|
|
|
$
|
0.22
|
|
|
$
|
(0.94
|
)
|
|
$
|
(0.42
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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, 2012
|
|
$
|
16,986
|
|
|
$
|
6,963
|
|
|
$
|
(4,383
|
)
|
|
$
|
228
|
|
(1)
|
$
|
19,794
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2013
|
|
$
|
19,794
|
|
|
$
|
5,875
|
|
|
$
|
(6,423
|
)
|
|
$
|
604
|
|
(1)
|
$
|
19,850
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2014
|
|
$
|
19,850
|
|
|
$
|
3,684
|
|
|
$
|
(4,763
|
)
|
|
$
|
(1,282
|
)
|
(1)
|
$
|
17,489
|
|
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, 2012
|
(2)
|
|
$
|
415,449
|
|
|
$
|
79,214
|
|
|
$
|
—
|
|
|
$
|
41,808
|
|
|
$
|
536,471
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2013
|
(2)
|
|
$
|
536,471
|
|
|
$
|
15,912
|
|
|
$
|
(6,088
|
)
|
|
$
|
34,299
|
|
|
$
|
580,594
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2014
|
|
|
$
|
580,594
|
|
|
$
|
(6,168
|
)
|
|
$
|
—
|
|
|
$
|
18,879
|
|
|
$
|
593,305
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
HereWith |
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
|
|
3.2
|
Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.
|
8-K
|
001-32601
|
3.2
|
6/7/2013
|
Live Nation
|
|
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
|
|
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
|
|
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
|
|
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
|
|
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
|
|
4.6
|
Form of Right Certificate.
|
8-K
|
001-32601
|
4.3
|
12/23/2005
|
Live Nation
|
|
10.1
|
Lockup and Registration Rights Agreement, dated May 26, 2006, among Live Nation, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc. and the other parties set forth therein.
|
8-K
|
001-32601
|
4.1
|
6/2/2006
|
Live Nation
|
|
10.2
|
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
|
|
10.3
|
Note, dated January 24, 2010, among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff.
|
10-K
|
001-32601
|
10.17
|
2/25/2010
|
Live Nation
|
|
10.4
|
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
|
|
10.5
|
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
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
HereWith |
10.6
|
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
|
|
10.7
|
Form of Indemnification Agreement.
|
10-K
|
001-32601
|
10.23
|
2/25/2010
|
Live Nation
|
|
10.8 §
|
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
|
|
10.9 §
|
Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.
|
S-8
|
333-164507
|
10.1
|
1/26/2010
|
Live Nation
|
|
10.10 §
|
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
|
|
10.11 §
|
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
|
|
10.12 §
|
Amended and Restated Live Nation, Inc. Stock Bonus Plan.
|
8-K
|
001-32601
|
10.1
|
1/25/2010
|
Live Nation
|
|
10.13 §
|
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
|
|
10.14 §
|
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
|
|
10.15 §
|
Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Michael Rowles.
|
10-K
|
001-32601
|
10.17
|
2/24/2014
|
Live Nation
|
|
10.16 §
|
Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Kathy Willard.
|
10-K
|
001-32601
|
10.19
|
2/24/2014
|
Live Nation
|
|
10.17 §
|
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
|
|
10.18 §
|
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
|
|
10.19 §
|
Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold.
|
10-K
|
001-32601
|
10.24
|
2/24/2014
|
Live Nation
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
HereWith |
10.20
|
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
|
|
10.21
|
Amendment No. 1, to the Credit Agreement, dated as of June 29, 2012, entered into by and among Live Nation Entertainment, Inc., the relevant Credit Parties identified therein, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.
|
10-Q
|
001-32601
|
10.2
|
8/7/2012
|
Live Nation
|
|
10.22
|
Amendment No. 2 to the Credit Agreement, dated as of August 16, 2013, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent.
|
10-Q
|
001-32601
|
10.2
|
5/6/2014
|
Live Nation
|
|
10.23
|
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
|
|
10.24
|
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
|
|
10.25
|
First Supplemental Indenture, entered into as of October 4, 2012, among Live Nation Entertainment, Inc., the Guarantors listed in Appendix I attached thereto, Live Nation 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
|
|
10.26
|
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
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
HereWith |
10.27
|
Third Supplemental Indenture, dated as of February 6, 2014 among Live Nation Entertainment, Inc., BigChampagne, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
10-Q
|
001-32601
|
10.1
|
5/6/2014
|
Live Nation
|
|
10.28
|
Fourth Supplemental Indenture, dated as of May 27, 2014, among Live Nation Entertainment, Inc., Reigndeer Entertainment Corp., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
10-Q
|
001-32601
|
10.3
|
7/31/2014
|
Live Nation
|
|
10.29
|
Fifth Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
10-Q
|
001-32601
|
10.2
|
10/30/2014
|
Live Nation
|
|
10.30
|
Sixth Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
|
|
|
|
X
|
10.31
|
Indenture, dated as of May 23, 2014, among Live Nation Entertainment, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
10-Q
|
001-32601
|
10.1
|
7/31/2014
|
Live Nation
|
|
10.32
|
First Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
10-Q
|
001-32601
|
10.1
|
10/30/2014
|
Live Nation
|
|
10.33
|
Second Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO, Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
|
|
|
|
|
|
X
|
10.34
|
Indenture, dated as of May 23, 2014, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.
|
10-Q
|
001-32601
|
10.2
|
7/31/2014
|
Live Nation
|
|
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
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
HereWith |
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 26, 2015
|
|
|
|
|
|
/s/ Kathy Willard
Kathy Willard
|
|
Chief Financial Officer
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Brian Capo
Brian Capo
|
|
Chief Accounting Officer
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Mark Carleton
Mark Carleton
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Jonathan Dolgen
Jonathan Dolgen
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Ariel Emanuel
Ariel Emanuel
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Robert Ted Enloe, III
Robert Ted Enloe, III
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Jeffrey T. Hinson
Jeffrey T. Hinson
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Jimmy Iovine
Jimmy Iovine
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Margaret L. Johnson
Margaret L. Johnson
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ James S. Kahan
James S. Kahan
|
|
Director
|
|
February 26, 2015
|
/s/ Gregory B. Maffei
Gregory B. Maffei
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Randall T. Mays
Randall T. Mays
|
|
Director
|
|
February 26, 2015
|
|
|
|
|
|
/s/ Mark S. Shapiro
Mark S. Shapiro
|
|
Director
|
|
February 26, 2015
|
By:
|
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a general partner
|
By:
|
/s/ Melonee Young
|
Title: Vice President
|
|
By:
|
CONNECTICUT AMPHITHEATER DEVELOPMENT CORPORATION, a general partner
|
By:
|
/s/ Melonee Young
|
Title: Vice President
|
|
Live Nation Entertainment, Inc.
|
|||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
|||||||||||||||||||
(in thousands, except ratio)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
(in thousands, except ratio)
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from continuing operations before income taxes
|
$
|
(99,820
|
)
|
|
$
|
(5,137
|
)
|
|
$
|
(132,161
|
)
|
|
$
|
(96,627
|
)
|
|
$
|
(188,654
|
)
|
Equity in earnings (loss) of nonconsolidated affiliates
|
4,166
|
|
|
856
|
|
|
9,921
|
|
|
7,742
|
|
|
4,928
|
|
|||||
Loss before income taxes, equity in earnings of nonconsolidated affiliates and cumulative effect of a change in accounting principle
|
(95,654
|
)
|
|
(5,993
|
)
|
|
(142,082
|
)
|
|
(104,369
|
)
|
|
(193,582
|
)
|
|||||
Dividends and other received from nonconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings
|
(95,654
|
)
|
|
(5,993
|
)
|
|
(142,082
|
)
|
|
(104,369
|
)
|
|
(193,582
|
)
|
|||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
106,312
|
|
|
111,659
|
|
|
123,740
|
|
|
120,414
|
|
|
116,527
|
|
|||||
Amortization of loan fees *
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest portion of rentals
|
54,495
|
|
|
56,921
|
|
|
50,825
|
|
|
45,046
|
|
|
44,806
|
|
|||||
Total fixed charges
|
160,807
|
|
|
168,580
|
|
|
174,565
|
|
|
165,460
|
|
|
161,333
|
|
|||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
160,807
|
|
|
168,580
|
|
|
174,565
|
|
|
165,460
|
|
|
161,333
|
|
|||||
Total earnings available for payment of fixed charges
|
$
|
65,153
|
|
|
$
|
162,587
|
|
|
$
|
32,483
|
|
|
$
|
61,091
|
|
|
$
|
(32,249
|
)
|
Ratio of earnings to fixed charges
|
0.41
|
|
|
0.96
|
|
|
0.19
|
|
|
0.37
|
|
|
(0.20
|
)
|
|||||
Deficiency of earnings to fixed charges
|
(95,654
|
)
|
|
(5,993
|
)
|
|
(142,082
|
)
|
|
(104,369
|
)
|
|
(193,582
|
)
|
|||||
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
|
|||
6021 Hollywood Operating Company, LLC
|
Delaware
|
|||
Aragon Entertainment Center, Inc.
|
Illinois
|
|||
Aragon Real Estate, LLC
|
Illinois
|
|||
Artist Nation Management, Inc.
|
Delaware
|
|||
Assembly Room Studios, LLC
|
Delaware
|
|||
Bamboozle Festival, LLC
|
Delaware
|
|||
Beats at Sea, LLC
|
Florida
|
|||
BigChampagne, LLC
|
Delaware
|
|||
Bill Graham Enterprises, Inc.
|
California
|
|||
Blueprint Artist Management, LLC
|
Delaware
|
|||
Boom Management, LLC
|
Delaware
|
|||
C3 Booking, LLC
|
Texas
|
|||
C3 Presents, LLC
|
Texas
|
|||
C3PEmo's, LLC
|
Texas
|
|||
Caring & Daring, 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
|
|||
Counterpointfest, LLC
|
Texas
|
|||
Country Music Holding Company, LLC
|
Delaware
|
|||
Country Nation, LLC
|
Delaware
|
|||
Country Nation - DE, LLC
|
Delaware
|
|||
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
|
|||
EXMO, Inc.
|
Delaware
|
|||
F and F Concessions, Inc.
|
Illinois
|
|||
Faculty Management, LLC
|
Delaware
|
|||
Faculty Productions, LLC
|
Delaware
|
|||
Fillmore Theatrical Services
|
California
|
|||
FLMG Holdings Corp.
|
Delaware
|
Domestic
|
State or Jurisdiction of Incorporation or Organization
|
|||
Front Gate Holdings, LLC
|
Delaware
|
|||
Front Line Management Group, Inc.
|
Delaware
|
|||
G-Major Management LLC
|
Delaware
|
|||
Gellman Management LLC
|
Delaware
|
|||
GrouponLive, LLC
|
Delaware
|
|||
Guyo Entertainment, Inc.
|
California
|
|||
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
|
|||
Hot Fire, LLC
|
Texas
|
|||
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
|
|||
Hungry, Thirsty, Crazy, and Lucky, LLC
|
Texas
|
|||
IAC Partner Marketing, Inc.
|
Delaware
|
|||
ILA Management, Inc.
|
California
|
|||
Insomniac Holdings, LLC
|
Delaware
|
|||
Insomniac Records, LLC
|
Delaware
|
|||
ISBE Brand Owner, LLC
|
Delaware
|
|||
Laffitte Management Group LLC
|
Delaware
|
|||
Lansdowne Boston Restaurant, 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 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
|
|||
Domestic
|
State or Jurisdiction of Incorporation or Organization
|
Live Nation Paradise, LLC
|
Delaware
|
|||
Live Nation Studios, LLC
|
Delaware
|
|||
Live Nation Ticketing, LLC
|
Delaware
|
|||
Live Nation Touring (USA), Inc.
|
Delaware
|
|||
Live Nation UshTours (USA), LLC
|
Delaware
|
|||
Live Nation UTours (USA), Inc.
|
Delaware
|
|||
Live Nation Ventures, Inc.
|
Delaware
|
|||
Live Nation Worldwide, Inc.
|
Delaware
|
|||
LN Acquisition Holdco LLC
|
Delaware
|
|||
LN-HS Concerts, LLC
|
Delaware
|
|||
Lollapalooza, LLC
|
Delaware
|
|||
Loufest, LLC
|
Missouri
|
|||
Marcy Musik LLC
|
New York
|
|||
MBA Artist Management Company, LLC
|
Delaware
|
|||
Michigan Licenses, LLC
|
Delaware
|
|||
Mick Artists Management LLC
|
Delaware
|
|||
Microflex 2001 LLC
|
Delaware
|
|||
Morris Artists Management LLC
|
Delaware
|
|||
Music City Eats, LLC
|
Texas
|
|||
New York Theater, LLC
|
Delaware
|
|||
NOC, Inc.
|
Connecticut
|
|||
Precedent Investments LLC
|
Delaware
|
|||
Premium Inventory, Inc.
|
Delaware
|
|||
Production Staffing Group, LLC
|
Delaware
|
|||
ReignDeer Entertainment Corp
|
California
|
|||
ReignDeer Investments, LLC
|
Delaware
|
|||
ReignDeer Select, LLC
|
Nevada
|
|||
ROC Nation 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 Sports - Roc Nation Boxing, LLC
|
Delaware
|
|||
Rock Paper Photo, LLC
|
Delaware
|
|||
Scheme Engine, LLC
|
Delaware
|
|||
Scream Nation, LLC
|
Delaware
|
|||
SFX Financial Advisory Management Enterprises, Inc.
|
Delaware
|
|||
Shoreline Amphitheatre, Ltd.
|
California
|
|||
SME Entertainment Group LLC
|
Delaware
|
|||
Songkick.com Inc
|
Delaware
|
|||
Sound Ventures, LLC
|
Delaware
|
|||
Spalding Entertainment, LLC
|
Tennessee
|
|||
StarRoc LLC
|
Delaware
|
|||
Stratart, LLC
|
California
|
|||
Strategic Artist Management LLC
|
Delaware
|
|||
Domestic
|
State or Jurisdiction of Incorporation or Organization
|
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
|
|||
Ticketstoday, LLC
|
Virginia
|
|||
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
|
|||
Yourtrove, Inc.
|
Delaware
|
|||
|
|
|
||
International
|
|
|
||
B.D.O. Presents Pty Ltd
|
Australia
|
|
||
Live Nation Australasia 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
|
|
||
GMM Festival bvba
|
Belgium
|
|
||
Live Nation Belgium Holdings bvba
|
Belgium
|
|
||
Live Nation bvba
|
Belgium
|
|
||
Live Nation Festivals NV
|
Belgium
|
|
||
Sherpa.be SA
|
Belgium
|
|
||
Ticketnet Belgium SA
|
Belgium
|
|
||
Live Nation Canada, Inc.
|
Canada
|
|
||
Live Nation Ontario Concerts GP, Inc.
|
Canada
|
|
||
Live Nation Ontario Concerts, L.P.
|
Canada
|
|
||
International
|
State or Jurisdiction of Incorporation or Organization
|
|
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 Middle East Limited
|
Cayman Islands
|
|
||
Beijing Gehua Live Nation Entertainment and Sports Company 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
|
|
||
CLS Concerts Limited
|
England & Wales
|
|
||
Cream Events Limited
|
England & Wales
|
|
||
Cream Holdings Limited
|
England & Wales
|
|
||
Cream Ibiza Limited
|
England & Wales
|
|
||
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
|
|
||
FC 1031 Limited
|
England & Wales
|
|
||
Festival Republic Limited
|
England & Wales
|
|
||
Finlaw 279 Limited
|
England & Wales
|
|
||
FLAM2 Limited
|
England & Wales
|
|
||
Fly Eye Music Limited
|
England & Wales
|
|
||
Fly Eye Publishing Limited
|
England & Wales
|
|
||
Fly Eye Recordings Limited
|
England & Wales
|
|
||
Front Line Artist Management Limited
|
England & Wales
|
|
||
Full Circle Live Limited
|
England & Wales
|
|
||
Gafrus Limited
|
England & Wales
|
|
||
GetMeIn! Ltd
|
England & Wales
|
|
||
Live Connection Music Limited
|
England & Wales
|
|
||
Live Nation (Music) UK Limited
|
England & Wales
|
|
||
Live Nation (Theatrical) UK Limited
|
England & Wales
|
|
||
Live Nation Limited
|
England & Wales
|
|
||
International
|
State or Jurisdiction of Incorporation or Organization
|
|
Live Nation Merchandise Limited
|
England & Wales
|
|
||
LN-Gaiety Holdings Limited
|
England & Wales
|
|
||
Lollibop Festival Limited
|
England & Wales
|
|
||
Maztec Limited
|
England & Wales
|
|
||
Maztecrose Holdings Limited
|
England & Wales
|
|
||
Midland Concert Promotions Group Limited
|
England & Wales
|
|
||
Plan B Management Limited
|
England & Wales
|
|
||
Quest Management (UK) Limited
|
England & Wales
|
|
||
Quietus Management Limited
|
England & Wales
|
|
||
Reading Festival Limited
|
England & Wales
|
|
||
Rising Digital Limited
|
England & Wales
|
|
||
Roc Nation UK limited
|
England & Wales
|
|
||
Roctronix Limited
|
England & Wales
|
|
||
Roseclaim Limited
|
England & Wales
|
|
||
Seatwave Limited
|
England & Wales
|
|
||
Sharpfleur Limited
|
England & Wales
|
|
||
Showsec International Limited
|
England & Wales
|
|
||
Sotto Voce Limited
|
England & Wales
|
|
||
Sotto Voce Music Publishing Limited
|
England & Wales
|
|
||
The Security Company (UK) Holdings Limited
|
England & Wales
|
|
||
the17 Limited
|
England & Wales
|
|
||
Three Six Zero Grp Limited
|
England & Wales
|
|
||
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
|
|
||
Timbre Digital 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
|
|
||
TSZMP ASCAP Limited
|
England & Wales
|
|
||
TSZMP BMI Limited
|
England & Wales
|
|
||
Windfield Promotions Limited
|
England & Wales
|
|
||
Live Nation Baltics OU
|
Estonia
|
|
||
Live Nation Estonia OU
|
Estonia
|
|
||
Events Club Oy
|
Finland
|
|
||
Full Production Oy
|
Finland
|
|
||
Lippupalvelu Oy
|
Finland
|
|
||
Live Nation Finland Oy
|
Finland
|
|
||
LCB Productions
|
France
|
|
||
Live Nation France
|
France
|
|
||
Live Nation France Festivals
|
France
|
|
||
Live Nation SAS
|
France
|
|
||
International
|
State or Jurisdiction of Incorporation or Organization
|
|
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
|
|
||
Seatwave Deutschland 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
|
|
||
Ticket Shop One (IOM) Limited
|
Isle of Man
|
|
||
Ticket Shop Two (IOM) Limited
|
Isle of Man
|
|
||
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
|
|
||
Live Nation Luxembourg Holdco 1 S.
à.r.l.
|
Luxembourg
|
|
||
Live Nation Luxembourg Holdco 2 S.
à.r.l.
|
Luxembourg
|
|
||
Ticketmaster New Ventures Ltd.
|
Mexico
|
|
||
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
|
|
||
B.V. Exploitatiemaatschappij GelreDome
|
Netherlands
|
|
||
Crowd Care B.V.
|
Netherlands
|
|
||
Festivals Limburg B.V.
|
Netherlands
|
|
||
Fifty Fifty Antwerpen B.V.
|
Netherlands
|
|
||
International
|
State or Jurisdiction of Incorporation or Organization
|
|
GelreDome Horeca 2 B.V.
|
Netherlands
|
|
||
GelreDome Horeca B.V.
|
Netherlands
|
|
||
GelreDome N.V.
|
Netherlands
|
|
||
Gig Tech B.V.
|
Netherlands
|
|
||
Holland Event Marketing B.V.
|
Netherlands
|
|
||
Live Nation Europe Holdings B.V.
|
Netherlands
|
|
||
Live Nation International Holdings B.V.
|
Netherlands
|
|
||
Live Nation Netherlands Holdings B.V.
|
Netherlands
|
|
||
Live Nation Venues (Netherlands) B.V.
|
Netherlands
|
|
||
LYV B.V.
|
Netherlands
|
|
||
Mojo Concerts B.V.
|
Netherlands
|
|
||
Mojo Works B.V.
|
Netherlands
|
|
||
MVA Partnership C.V.
|
Netherlands
|
|
||
Noctua B.V.
|
Netherlands
|
|
||
Seatwave Nederland B.V.
|
Netherlands
|
|
||
Security Company Security B.V.
|
Netherlands
|
|
||
Straight International Security B.V.
|
Netherlands
|
|
||
The Event Support Company B.V.
|
Netherlands
|
|
||
The Security Company Utrecht Holland Holding B.V.
|
Netherlands
|
|
||
Ticketmaster B.V.
|
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
|
|
||
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
|
|
||
Ticketmaster Doha LLC
|
Qatar
|
|
||
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 Business Consulting (Shanghai) Company Limited
|
Shanghai, China
|
|
||
Live Nation (Singapore) Pte Ltd
|
Singapore
|
|
||
Live Nation Lushington (Singapore) Pte. Ltd
|
Singapore
|
|
||
Fancam (Pty) Ltd
|
South Africa
|
|
||
Live Nation Korea Corporation
|
South Korea
|
|
||
International
|
State or Jurisdiction of Incorporation or Organization
|
|
Compania Editora de Talentos Internacionales S.A.
|
Spain
|
|
||
Fringul Inversiones S.L.U.
|
Spain
|
|
||
Impulsa Eventos e Instalaciones, S.A.
|
Spain
|
|
||
Live Nation Espana S.A.U.
|
Spain
|
|
||
Madrid Deportes y Espectaculos S.A.
|
Spain
|
|
||
Mean Fiddler Spain S.L.
|
Spain
|
|
||
Mediterranea Concerts SL
|
Spain
|
|
||
Rock in Rio Madrid SA
|
Spain
|
|
||
Seatwave Espana S.L.
|
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 Holdings II AB
|
Sweden
|
|
||
Ticnet AB
|
Sweden
|
|
||
Live Nation Taiwan Co., Ltd
|
Taiwan
|
|
||
Live Nation BEC-Tero Entertainment Co., Ltd
|
Thailand
|
|
||
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 26, 2015
|
|
|
|
By:
|
/s/: Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: February 26, 2015
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|
Date: February 26, 2015
|
|
|
|
By:
|
/s/ Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: February 26, 2015
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|