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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

(a)1. Financial Statements.

The following consolidated financial statements are included in Item 8:

Consolidated Balance Sheets as of December 31, 2013 and 201265
Consolidated Statements of Operations for the Years Ended December 31, 2013, 2012 and 201166
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2013, 2012 and 201167
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2013, 2012 and 201168
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013, 2012 and 201171
Notes to Consolidated Financial Statements72

(a)2. Financial Statement Schedule.

The following financial statement schedule for the years ended December 31, 2013, 2012 and 2011 is filed as part of this report and should be read in conjunction with the consolidated financial statements.

Schedule II Valuation and Qualifying Accounts

All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.

(a)3. Exhibits.

The information in the Exhibit Index of the Annual Report on Form 10-K is incorporated into this Item 15(a)3 by reference.

(c) Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons.

Under Rule 3-09 of Regulation S-X, we are required to file separate audited financial statements of Venta de Boletos por Computadora S.A. de C.V. We expect to file those financial statements by amendment to our Annual Report on Form 10-K/A on or before June 30, 2014.

LIVE NATION ENTERTAINMENT, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Allowance for Doubtful Accounts

DescriptionBalance at Beginning of PeriodCharges of Costs, Expenses and OtherWrite-off of Accounts ReceivableOtherBalance at End of Period
(in thousands)
Year ended December 31, 2011$10,898$6,440$(243)$(109)(1)$16,986
Year ended December 31, 2012$16,986$6,480$(4,155)$483(1)$19,794
Year ended December 31, 2013$19,794$5,875$(5,951)$132(1)$19,850

(1) Foreign currency adjustments.

LIVE NATION ENTERTAINMENT, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Deferred Tax Asset Valuation Allowance

DescriptionBalance at Beginning of PeriodCharges of Costs, Expenses and OtherDeletionsOther (1)Balance at End of Period
(in thousands)
Year ended December 31, 2011$323,670$7,412$—$5,717$336,799
Year ended December 31, 2012$336,799$79,214$—$9,391$425,404
Year ended December 31, 2013$425,404$15,912$(6,088)$350$435,578

(1) During 2013, 2012, and 2011, the valuation allowance was adjusted for acquisitions and divestitures.

EXHIBIT INDEX

Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled ByFiled HereWith
2.1Agreement and Plan of Merger, dated February 10, 2009, between Ticketmaster Entertainment, Inc. and Live Nation, Inc.8-K001-326012.12/13/2009Live Nation Entertainment, Inc.
3.1Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc.8-K001-326013.16/7/2013Live Nation Entertainment, Inc.
3.2Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.8-K001-326013.26/7/2013Live Nation Entertainment, Inc.
4.1Rights Agreement, dated December 21, 2005, between CCE Spinco, Inc. and The Bank of New York, as Rights Agent.8-K001-326014.112/23/2005Live Nation Entertainment, Inc.
4.2First Amendment to Rights Agreement, dated February 25, 2009, between Live Nation, Inc. and The Bank of New York Mellon, as Rights Agent.8-K001-326014.13/3/2009Live Nation Entertainment, Inc.
4.3Second 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-K001-326014.19/28/2011Live Nation Entertainment, Inc.
4.4Third 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-K001-326014.11/17/2013Live Nation Entertainment, Inc.
4.5Form of Certificate of Designations of Series A Junior Participating Preferred Stock.8-K001-326014.212/23/2005Live Nation Entertainment, Inc.
4.6Form of Right Certificate.8-K001-326014.312/23/2005Live Nation Entertainment, Inc.
10.1Indenture, dated July 16, 2007, between Live Nation, Inc. and Wells Fargo Bank, N.A., as Trustee.8-K001-326014.17/16/2007Live Nation Entertainment, Inc.
10.2Lockup 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-K001-326014.16/2/2006Live Nation Entertainment, Inc.
10.3Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc.8-K001-3260110.22/13/2009Live Nation Entertainment, Inc.
10.4Note, dated January 24, 2010, among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff.10-K001-3260110.172/25/2010Live Nation Entertainment, Inc.
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled ByFiled HereWith
10.5Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC.8-K001-3260110.11/29/2010Live Nation Entertainment, Inc.
10.6Tax Matters Agreement, dated December 21, 2005, among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc.8-K001-3260110.212/23/2005Live Nation Entertainment, Inc.
10.7Tax Sharing Agreement, dated August 20, 2008, among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.8-K001-3406410.28/25/2008Ticketmaster Entertainment LLC
10.8Form of Indemnification Agreement.10-K001-3260110.232/25/2010Live Nation Entertainment, Inc.
10.9 §Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011.8-K001-3260110.36/20/2011Live Nation Entertainment, Inc.
10.10 §Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.S-8333-16450710.11/26/2010Live Nation Entertainment, Inc.
10.11 §Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.10-Q001-3260110.111/4/2010Live Nation Entertainment, Inc.
10.12 §Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011.8-K001-3260110.26/20/2011Live Nation Entertainment, Inc.
10.13 §Amended and Restated Live Nation, Inc. Stock Bonus Plan.8-K001-3260110.11/25/2010Live Nation Entertainment, Inc.
10.14 §Employment Agreement, dated October 21, 2009, among Live Nation, Inc., Live Nation Worldwide, Inc. and Michael Rapino.8-K001-3260110.110/22/2009Live Nation Entertainment, Inc.
10.15 §First Amendment to Employment Agreement, dated December 27, 2012 by and between Live Nation Entertainment, Inc. and Michael Rapino.10-K001-3260110.292/26/2013Live Nation Entertainment, Inc.
10.16 §Amended and Restated Employment Agreement, effective September 1, 2009, between Live Nation Worldwide, Inc. and Michael G. Rowles.8-K001-3260110.210/22/2009Live Nation Entertainment, Inc.
10.17 §Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Michael Rowles.Live Nation Entertainment, Inc.X
10.18§Amended and Restated Employment Agreement, effective September 1, 2009, between Live Nation Worldwide, Inc. and Kathy Willard.8-K001-3260110.310/22/2009Live Nation Entertainment, Inc.
10.19 §Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Kathy Willard.Live Nation Entertainment, Inc.X
10.20 §Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc. and Brian Capo.10-Q001-3260110.48/7/2008Live Nation Entertainment, Inc.
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled ByFiled HereWith
10.21 §First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. and Brian Capo.10-K001-3260110.303/5/2009Live Nation Entertainment, Inc.
10.22 §Separation Agreement, entered into as of August 31, 2013, by and between Live Nation Worldwide, Inc. and Nathan Hubbard.8-K001-3260110.28/16/2013Live Nation Entertainment, Inc.
10.23 §Employment Agreement, effective March 18, 2011, between Live Nation Entertainment, Inc. and Joe Berchtold.10-Q001-3260110.18/7/2012Live Nation Entertainment, Inc.
10.24 §Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold.Live Nation Entertainment, Inc.X
10.25Credit 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-Q001-3260110.48/5/2010Live Nation Entertainment, Inc.
10.26Amendment No. 1, dated as of June 29, 2012, entered into by and among Live Nation Entertainment, Inc., the relevant Credit Parties identified therein, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.10-Q001-3260110.28/7/2012Live Nation Entertainment, Inc.
10.27Amendment 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-Q001-3260110.111/5/2013Live Nation Entertainment, Inc.
10.28Incremental 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-Q001-3260110.211/5/2012Live Nation Entertainment, Inc.
10.29Indenture, 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-Q001-3260110.111/5/2012Live Nation Entertainment, Inc.
10.30First Supplemental Indenture, entered into as of October 4, 2012, among Live Nation Entertainment, Inc., the Guarantors listed in Appendix I attached hereto, Live Nation Ushtours (USA), LLC, and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.311/5/2012Live Nation Entertainment, Inc.
Incorporated by Reference
Exhibit No.Exhibit DescriptionFormFile No.Exhibit No.Filing DateFiled ByFiled HereWith
10.31Second 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-K001-3260110.18/16/2013Live Nation Entertainment, Inc.
10.32Stock Purchase Agreement, dated as of February 4, 2011, by and among Live Nation Entertainment, Inc., FLMG Holdings Corp., Irving Azoff, the Azoff Family Trust of 1997, dated May 27, 1997, as amended, Madison Square Garden, L.P., LNE Holdings, LLC, and Front Line Management Group, Inc.8-K001-3260110.12/7/2011Live Nation Entertainment, Inc.
10.33Subscription Agreement, dated as of February 4, 2011, by and between Liberty Media Corporation and Live Nation Entertainment, Inc.8-K001-3260110.22/7/2011Live Nation Entertainment, Inc.
12.1Computation of Ratio of Earnings to Fixed Charges.X
14.1Code of Business Conduct and Ethics.X
21.1Subsidiaries of the Company.X
23.1Consent of Ernst & Young LLP.X
24.1Power of Attorney (see signature page).X
31.1Certification of Chief Executive Officer.X
31.2Certification of Chief Financial Officer.X
32.1Section 1350 Certification of Chief Executive Officer.X
32.2Section 1350 Certification of Chief Financial Officer.X
101.INSXBRL Instance DocumentX
101.SCHXBRL Taxonomy Schema DocumentX
101.CALXBRL Taxonomy Calculation Linkbase DocumentX
101.DEFXBRL Taxonomy Definition Linkbase DocumentX
101.LABXBRL Taxonomy Label Linkbase DocumentX
101.PREXBRL Taxonomy Presentation Linkbase DocumentX
§Management contract or compensatory plan or arrangement.

The Company has not filed long-term debt instruments of its subsidiaries where the total amount under such instruments is less than ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. However, the Company will furnish a copy of such instruments to the Commission upon request.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 24, 2014.

LIVE NATION ENTERTAINMENT, INC.
By:/s/ Michael Rapino
Michael Rapino
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael Rapino and Kathy Willard, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

NameTitleDate
/s/ Michael Rapino Michael RapinoPresident and Chief Executive Officer and DirectorFebruary 24, 2014
/s/ Kathy Willard Kathy WillardChief Financial OfficerFebruary 24, 2014
/s/ Brian Capo Brian CapoChief Accounting OfficerFebruary 24, 2014
/s/ Mark Carleton Mark CarletonDirectorFebruary 24, 2014
/s/ Jonathan Dolgen Jonathan DolgenDirectorFebruary 24, 2014
/s/ Ariel Emanuel Ariel EmanuelDirectorFebruary 24, 2014
/s/ Robert Ted Enloe, III Robert Ted Enloe, IIIDirectorFebruary 24, 2014
/s/ Jeffrey T. Hinson Jeffrey T. HinsonDirectorFebruary 24, 2014
/s/ Margaret L. Johnson Margaret L. JohnsonDirectorFebruary 24, 2014
/s/ James S. Kahan James S. KahanDirectorFebruary 24, 2014
/s/ Gregory B. Maffei Gregory B. MaffeiDirectorFebruary 24, 2014
/s/ Randall T. Mays Randall T. MaysDirectorFebruary 24, 2014
/s/ Mark S. Shapiro Mark S. ShapiroDirectorFebruary 24, 2014

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