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:
(a)2. Financial Statement Schedule.
The following financial statement schedule for the years ended December 31, 2014, 2013 and 2012 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 financial statements of Venta de Boletos por Computadora S.A. de C.V., unaudited for the year ended December 31, 2014 and audited for the year ended December 31, 2013. We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, 2015.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
| 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 |
(1) Foreign currency adjustments and acquisitions.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Deferred Tax Asset Valuation Allowance
| 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 |
(1) During 2014, 2013, and 2012, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.
(2) Certain reclassifications have been made to the prior year amounts to conform to the 2014 presentation. The reclassifications related to changes in deferred tax asset valuation allowances related to net operating loss carryforwards.
EXHIBIT INDEX
| 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. |
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 26, 2015.
| 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.
| 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 |
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