Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders of Live Nation Entertainment, Inc.

We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed in the index at Item 15(a)2. These financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Live Nation Entertainment, Inc. at December 31, 2015 and 2014, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2016 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Los Angeles, California

February 25, 2016

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

	December 31,
	2015				2014
					(as adjusted)
ASSETS	(in thousands, except share data)
Current assets
Cash and cash equivalents	$	1,303,125			$	1,382,029
Accounts receivable, less allowance of $17,168 and $17,489 in 2015 and 2014, respectively	452,600				419,301
Prepaid expenses	496,226				440,272
Other current assets	36,364				26,089
Total current assets	2,288,315				2,267,691
Property, plant and equipment
Land, buildings and improvements	840,032				808,116
Computer equipment and capitalized software	505,233				454,925
Furniture and other equipment	233,271				209,624
Construction in progress	47,684				78,111
	1,626,220				1,550,776
Less accumulated depreciation	894,938				855,439
	731,282				695,337
Intangible assets
Definite-lived intangible assets, net	777,763				682,713
Indefinite-lived intangible assets	369,317				369,480
Goodwill	1,604,315				1,479,037
Other long-term assets	385,249				474,103
Total assets	$	6,156,241			$	5,968,361
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	662,941			$	658,108
Accounts payable	58,607				74,151
Accrued expenses	686,664				675,880
Deferred revenue	618,640				543,122
Current portion of long-term debt, net	42,352				47,443
Other current liabilities	32,002				12,035
Total current liabilities	2,101,206				2,010,739
Long-term debt, net	2,002,662				1,995,957
Long-term deferred income taxes	199,472				196,759
Other long-term liabilities	142,267				112,204
Commitments and contingent liabilities
Redeemable noncontrolling interests	263,715				168,855
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; 202,891,231 and 201,601,859 shares issued and 202,483,207 and 201,193,835 shares outstanding in 2015 and 2014, respectively	2,020				2,004
Additional paid-in capital	2,428,566				2,414,428
Accumulated deficit	(1,075,111		)		(1,042,603		)
Cost of shares held in treasury (408,024 shares)	(6,865		)		(6,865		)
Accumulated other comprehensive loss	(111,657		)		(70,010		)
Total Live Nation stockholders’ equity	1,236,953				1,296,954
Noncontrolling interests	209,966				186,893
Total equity	1,446,919				1,483,847
Total liabilities and equity	$	6,156,241			$	5,968,361

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

		Year Ended December 31,
		2015				2014				2013
	(in thousands except share and per share data)
Revenue		$	7,245,731			$	6,866,964			$	6,478,547
Operating expenses:
Direct operating expenses		5,196,473				4,919,969				4,680,507
Selling, general and administrative expenses		1,397,908				1,330,160				1,226,892
Depreciation and amortization		397,241				368,143				368,923
Goodwill impairment		—				134,961				—
Loss (gain) on disposal of operating assets		845				(4,494		)		(38,259		)
Corporate expenses		107,794				101,000				94,385
Acquisition transaction expenses		14,098				10,061				6,439
Operating income		131,372				7,164				139,660
Interest expense		102,881				106,312				111,659
Loss on extinguishment of debt		—				188				36,269
Interest income		(3,528		)		(3,606		)		(5,071		)
Equity in earnings of nonconsolidated affiliates		(1,502		)		(4,166		)		(856		)
Other expense, net		27,168				8,256				2,796
Income (loss) before income taxes		6,353				(99,820		)		(5,137		)
Income tax expense		22,122				4,630				30,878
Net loss		(15,769		)		(104,450		)		(36,015		)
Net income (loss) attributable to noncontrolling interests		16,739				(13,643		)		7,363
Net loss attributable to common stockholders of Live Nation		$	(32,508	)		$	(90,807	)		$	(43,378	)
Basic and diluted net loss per common share available to common stockholders of Live Nation		$	(0.33	)		$	(0.49	)		$	(0.23	)
Weighted average common shares outstanding:
Basic and diluted		200,973,485				198,874,019				193,885,066
Reconciliation to net loss available to common stockholders of Live Nation:
Net loss attributable to common stockholders of Live Nation		$	(32,508	)		$	(90,807	)		$	(43,378	)
Accretion of redeemable noncontrolling interests		(33,179		)		(5,660		)		(569		)
Basic and diluted net loss available to common stockholders of Live Nation		$	(65,687	)		$	(96,467	)		$	(43,947	)

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

		Year Ended December 31,
		2015				2014				2013
		(in thousands)
Net loss		$	(15,769	)		$	(104,450	)		$	(36,015	)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on cash flow hedges		—				(6		)		20
Realized loss on cash flow hedges		25				60				496
Change in funded status of defined benefit pension plan		223				30				—
Foreign currency translation adjustments		(41,895		)		(67,724		)		8,037
Comprehensive loss		(57,416		)		(172,090		)		(27,462		)
Comprehensive income (loss) attributable to noncontrolling interests		16,739				(13,643		)		7,363
Comprehensive loss attributable to common stockholders of Live Nation		$	(74,155	)		$	(158,447	)		$	(34,825	)

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

		Live Nation 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, 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		)		—
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		)		—
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
Non-cash and stock-based compensation		—			—				33,361				—				—				—				—				33,361				—
Common stock issued under stock plans, net of shares withheld for employee taxes		460,418			5				(7,657		)		—				—				—				—				(7,652		)		—
Exercise of stock options		1,138,891			11				16,269				—				—				—				—				16,280				—
Acquisitions		—			—				—				—				—				—				30,627				30,627				83,263
Purchases of noncontrolling interests		—			—				(6,555		)		—				—				—				(3,585		)		(10,140		)		—
Sales of noncontrolling interests		—			—				11,899				—				—				—				720				12,619				(9,652		)
Redeemable noncontrolling interests fair value adjustments		—			—				(33,179		)		—				—				—				—				(33,179		)		33,179
Noncontrolling interests contributions		—			—				—				—				—				—				255				255				—
Cash distributions		—			—				—				—				—				—				(24,693		)		(24,693		)		(5,953		)
Other		—			—				—				—				—				—				(5,182		)		(5,182		)		2,215
Comprehensive income (loss):
Net income (loss)		—			—				—				(32,508		)		—				—				24,931				(7,577		)		(8,192		)
Realized loss on cash flow hedges		—			—				—				—				—				25				—				25				—
Change in funded status of defined benefit pension plan		—			—				—				—				—				223				—				223				—
Foreign currency translation adjustments		—			—				—				—				—				(41,895		)		—				(41,895		)		—
Balances at December 31, 2015		202,030,585			$	2,020			$	2,428,566			$	(1,075,111	)		$	(6,865	)		$	(111,657	)		$	209,966			$	1,446,919			$	263,715

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2015				2014				2013
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(15,769	)		$	(104,450	)		$	(36,015	)
Reconciling items:
Depreciation	134,148				127,168				122,164
Amortization	263,093				240,975				246,759
Goodwill impairment	—				134,961				—
Deferred income tax benefit	(9,611		)		(17,664		)		(15,888		)
Amortization of debt issuance costs, discounts and premium, net	10,885				16,038				20,187
Provision for uncollectible accounts receivable and advances	19,505				6,540				6,098
Loss on extinguishment of debt	—				188				36,269
Non-cash compensation expense	33,361				39,029				28,415
(Loss) gain on disposal of operating assets	845				(4,494		)		(38,259		)
Equity in earnings of nonconsolidated affiliates, net of distributions	9,436				3,698				13,033
Gain on consolidation of nonconsolidated affiliates	(8,685		)		(16,356		)		(986		)
Other, net	4,325				(6,819		)		(1,505		)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable	(67,235		)		(14,356		)		34,344
Increase in prepaid expenses	(16,283		)		(167,805		)		(19,929		)
Increase in other assets	(106,589		)		(63,755		)		(91,237		)
Increase in accounts payable, accrued expenses and other liabilities	(4,172		)		30,645				91,123
Increase in deferred revenue	52,948				73,730				36,788
Net cash provided by operating activities	300,202				277,273				431,361
CASH FLOWS FROM INVESTING ACTIVITIES
Advances and collections of notes receivable, net	(24,380		)		(25,627		)		(1,193		)
Investments made in nonconsolidated affiliates	(21,998		)		(19,600		)		(9,628		)
Purchases of property, plant and equipment	(142,491		)		(139,587		)		(134,868		)
Proceeds from disposal of operating assets, net of cash divested	837				7,045				82,618
Cash paid for acquisitions, net of cash acquired	(99,780		)		(210,243		)		(93,537		)
Other, net	(3,173		)		(4,146		)		(944		)
Net cash used in investing activities	(290,985		)		(392,158		)		(157,552		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	57,276				515,385				903,179
Payments on long-term debt	(63,569		)		(253,773		)		(886,597		)
Contributions from noncontrolling interests	711				81				363
Distributions to noncontrolling interests	(30,645		)		(32,513		)		(17,384		)
Purchases and sales of noncontrolling interests, net	(9,752		)		(4,391		)		(50,876		)
Proceeds from exercise of stock options	16,280				21,797				85,110
Payments for deferred and contingent consideration	(6,770		)		(5,722		)		(811		)
Net cash provided by (used in) financing activities	(36,469		)		240,864				32,984
Effect of exchange rate changes on cash and cash equivalents	(51,652		)		(43,134		)		(8,664		)
Net increase (decrease) in cash and cash equivalents	(78,904		)		82,845				298,129
Cash and cash equivalents at beginning of period	1,382,029				1,299,184				1,001,055
Cash and cash equivalents at end of period	$	1,303,125			$	1,382,029			$	1,299,184
SUPPLEMENTAL DISCLOSURE
Cash paid during the year for:
Interest, net of interest income	$	92,620			$	89,343			$	86,669
Income taxes, net of refunds	$	44,287			$	41,471			$	45,567

See Notes to Consolidated Financial Statements

LIVE NATION ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

History

Live Nation was incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel of substantially all of its entertainment assets and liabilities to the Company. The Company completed the Separation on December 21, 2005 and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.” Prior to the Separation, Live Nation was a wholly-owned subsidiary of Clear Channel.

On January 25, 2010, the Company merged with Ticketmaster and it became a wholly-owned subsidiary of Live Nation. Effective with the merger, Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.

Seasonality

Due to the seasonal nature of shows at outdoor amphitheaters and festivals, which primarily occur from May through October, the Concerts and Sponsorship & Advertising segments experience higher revenue during the second and third quarters. The Artist Nation segment’s revenue is impacted, to a large degree, by the touring schedules of artists it represents and generally experiences higher revenue during the second and third quarters as the period from May through October tends to be a popular time for touring events. The Ticketing segment’s revenue is impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by its clients. The Company’s seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year.

Basis of Presentation and Principles of Consolidation

The Company’s consolidated financial statements include all accounts of the Company, its majority owned and controlled subsidiaries and VIEs for which the Company is the primary beneficiary. Intercompany accounts among the consolidated businesses have been eliminated in consolidation. Net income (loss) attributable to noncontrolling interests is reflected in the statements of operations.

Typically the Company consolidates entities in which the Company owns more than 50% of the voting common stock and controls operations and also VIEs for which the Company is the primary beneficiary. Investments in nonconsolidated affiliates in which the Company owns more than 20% of the voting common stock or otherwise exercises significant influence over operating and financial policies but not control of the nonconsolidated affiliate are accounted for using the equity method of accounting. Investments in nonconsolidated affiliates in which the Company owns less than 20% of the voting common stock and does not exercise significant influence over operating and financial policies are accounted for using the cost method of accounting.

All cash flow activity reflected on the consolidated statements of cash flows for the Company is presented net of any non-cash transactions so the amounts reflected may be different than amounts shown in other places in the Company’s financial statements that are based on accrual accounting and therefore include non-cash amounts. For example, the purchases of property, plant and equipment reflected on the consolidated statements of cash flows reflects the amount of cash paid during the year for these purchases and does not include the impact of the changes in accrued expenses related to capital expenditures during the year.

Variable Interest Entities

In the normal course of business, the Company enters into joint ventures or makes investments in companies that will allow it to expand its core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether the Company is the primary beneficiary of a VIE, it assesses whether it has the power to direct activities that most significantly impact the economic performance of the entity and has the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities the Company believes most significantly impact the economic performance of its VIEs include the unilateral ability to approve the annual budget, the unilateral ability to terminate key management and the unilateral ability to approve entering into agreements with artists, among others. The Company has certain rights and obligations related to its involvement in the VIEs, including the requirement to provide operational cash flow funding. As of December 31, 2015 and 2014, excluding intercompany balances and allocated goodwill and intangible assets, there were $188.6 million and $177.6 million of assets and $91.7 million and $54.9 million of liabilities, respectively, related to VIEs included in the balance sheets. None of the Company’s VIEs are significant on an individual basis.

Cash and Cash Equivalents

Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company’s cash and cash equivalents consist primarily of domestic and foreign bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. These balances are stated at cost, which approximates fair value.

Included in the December 31, 2015 and 2014 cash and cash equivalents balance is $549.0 million and $533.8 million, respectively, of cash received that includes the face value of tickets sold on behalf of ticketing clients and the clients’ share of service charges (“client cash”). The Company generally does not utilize client cash for its own financing or investing activities as the amounts are payable to clients on a regular basis. These amounts due to clients are included in accounts payable, client accounts.

Cash held in interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents; however, these balances could be impacted in the future if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to its cash or cash equivalents; however, the Company can provide no assurances that access to its cash and cash equivalents will not be impacted in the future by adverse conditions in the financial markets.

Allowance for Doubtful Accounts

The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations.

The Company believes that the credit risk with respect to trade receivables is limited due to the large number and the geographic diversification of its customers.

Prepaid Expenses

The majority of the Company’s prepaid expenses relate to event expenses including show advances and deposits and other costs directly related to future concert events. For advances that are expected to be recouped over a period of more than 12 months, the long-term portion of the advance is classified as other long-term assets. These prepaid costs are charged to operations upon completion of the related events.

Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to the Company’s clients pursuant to ticketing agreements and are reflected in prepaid expenses or in other long-term assets if the amount is expected to be recouped or recognized over a period of more than 12 months. Recoupable ticketing contract advances are generally recoupable against future royalties earned by the clients, based on the contract terms, over the life of the contract. Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by the Company to secure exclusive rights with certain clients and are normally amortized over the life of the contract on a straight-line basis. Amortization of these non-recoupable ticketing contract advances is included in depreciation and amortization in the statements of operations. For the years ended December 31, 2015, 2014 and 2013, the Company amortized $86.6 million, $79.4 million and $73.6 million, respectively, related to non-recoupable ticketing contract advances.

Business Combinations

During 2015, 2014 and 2013, the Company completed several acquisitions that were accounted for as business combinations under the acquisition method of accounting. These acquisitions were not significant either on an individual basis or in the aggregate.

The Company accounts for its business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration is recorded at fair value on the acquisition date and classified as a liability. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items.

Property, Plant and Equipment

Property, plant and equipment are stated at cost or the fair value at date of acquisition. Depreciation, which is recorded for both owned assets and assets under capital leases, is computed using the straight-line method over their estimated useful lives, which are as follows:

Buildings and improvements - 10 to 50 years

Computer equipment and capitalized software - 3 to 10 years

Furniture and other equipment - 3 to 10 years

Leasehold improvements are depreciated over the shorter of the economic life or associated lease term assuming the Company exercises renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for asset renewal and improvements are capitalized.

The Company tests for possible impairment of property, plant and equipment whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projected, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. If indicators exist, the Company compares the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows.

Intangible Assets

The Company classifies intangible assets as definite-lived or indefinite-lived. Definite-lived intangibles include revenue-generating contracts, client/vendor relationships, non-compete agreements, venue management and leasehold agreements, technology and trademarks and naming rights, all of which are amortized either on a straight-line basis over the respective lives of the agreements, typically 3 to 15 years, or on a basis more representative of the time pattern over which the benefit is derived. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are stated at cost or fair value. Indefinite-lived intangibles primarily include trade names. Indefinite-lived intangibles are not subject to amortization, but are reviewed for impairment at least annually.

The Company tests for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projected, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. If indicators exist, the Company compares the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations.

The Company tests for possible impairment of indefinite-lived intangible assets at least annually. Depending on facts and circumstances, qualitative factors may first be assessed to determine whether the existence of events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. If it is concluded that it is more likely than not impaired, then the Company performs a quantitative impairment test by comparing the fair value with the carrying amount. If the qualitative assessment is not performed first, the Company performs only this quantitative test. When specific assets are determined to be impaired, the cost basis of the asset is reduced to reflect the current fair value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations.

The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows.

Goodwill

The Company reviews goodwill for impairment annually, as of October 1, using a three-step process. It also tests goodwill for impairment in other periods if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount or when the Company changes its operating segments or reporting units. The first step is a qualitative evaluation as to whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying value using an assessment of relevant events and circumstances. Examples of such events and circumstances include historical financial performance, industry and market conditions, macroeconomic conditions, reporting unit-specific events, historical results of goodwill impairment testing and the timing of the last performance of a quantitative assessment. If any reporting units are concluded to be more likely than not impaired, or if that

conclusion cannot be determined qualitatively, a second step is performed for that reporting unit. Regardless, all reporting units undergo a second step at least once every 5 years. This second step, used to quantitatively screen for potential impairment, compares the fair value of the reporting unit with its carrying amount, including goodwill. The third step, employed for any reporting unit that fails the second step, is used to measure the amount of any potential impairment and compares the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill. If a reporting unit’s carrying value is negative, the Company does not follow this three-step process. In this case, a qualitative evaluation is performed to determine whether it is more likely than not that the reporting unit’s goodwill is impaired. If it is, the comparison of the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill described above is performed. In all three steps, discount rates, market multiples, and sensitivity tests are derived and/or computed with the assistance of external valuation consultants.

The second and third steps that the Company uses to evaluate goodwill for impairment involve the determination of the fair value of the Company’s reporting units. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates.

In developing fair values for its reporting units, the Company employs a market multiple or a discounted cash flow methodology, or a combination thereof. The market multiple methodology compares the Company to similar companies on the basis of risk characteristics to determine its risk profile relative to those companies as a group. This analysis generally focuses on both quantitative considerations, which include financial performance and other quantifiable data, and qualitative considerations, which include any factors which are expected to impact future financial performance. The most significant assumptions affecting the market multiple methodology are the market multiples used and control premium. A control premium represents the additional value an investor would pay in order to obtain a controlling interest in the respective company.

The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. It is important to note that items such as depreciation, amortization and stock-based compensation expense are not part of cash flows which is more akin to the Company’s AOI metric. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses the Company’s estimates of future financial performance. The most significant assumptions used in the discounted cash flow methodology are the discount rate, attrition rate and expected future revenue, which vary among reporting units.

Nonconsolidated Affiliates

In general, nonconsolidated investments in which the Company owns more than 20% of the common stock or otherwise exercises significant influence over an affiliate are accounted for under the equity method. The Company recognizes gains or losses upon the issuance of securities by any of its equity method investees. The Company reviews the value of equity method investments and records impairment charges in the statements of operations for any decline in value that is determined to be other-than-temporary. If the Company obtains control of a nonconsolidated affiliate through the purchase of additional ownership interest or changes in the governing agreements, it remeasures its investment to fair value first and then applies the accounting guidance for business combinations. Any gain or loss resulting from the remeasurement to fair value is recorded as a component of other expense, net in the statements of operations.

Accounts Payable, Client Accounts

Accounts payable, client accounts consists of contractual amounts due to ticketing clients which includes the face value of tickets sold and the clients’ share of service charges.

Income Taxes

The Company accounts for income taxes using the liability method in accordance with the FASB guidance for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion of or the entire asset will not be realized. As almost all earnings from the Company’s continuing foreign operations are permanently reinvested and not distributed, the Company’s income tax provision does not include additional United States taxes on those foreign operations. The amount of earnings at December 31, 2015 that has been earned over time, and permanently reinvested, was approximately $1.2 billion. It is not practical to determine the amount of federal and state income taxes, if any, that might become due in the event that any remaining available cash associated with these earnings were distributed.

The FASB guidance for income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be

recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement.

The Company has established a policy of including interest related to tax loss contingencies in income tax expense (benefit) in the statements of operations.

Revenue Recognition

Revenue from the promotion and production of an event in the Concerts segment is recognized after the show occurs. Revenue related to larger global tours is recognized after the show occurs; however, any profits related to these tours, primarily related to music tour production and tour management services, is recognized after minimum revenue guarantee thresholds, if any, have been achieved. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorships and other revenue, which is not related to any single event, is classified as deferred revenue and generally amortized over the operating season or the term of the contract.

Revenue from the Company’s ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold. For tickets sold to events at the Company’s owned or operated venues and festivals in the United States, and where the Company controls the tickets internationally, the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs and these service charges are shared between the Company’s Ticketing and Concerts segments. For tickets sold for events at third-party venues, the revenue is recognized at the time of the sale and is recorded by the Company’s Ticketing segment.

The Company accounts for taxes that are externally imposed on revenue producing transactions on a net basis, as a reduction of revenue.

Gross versus Net Revenue Recognition

The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of an arrangement. The Ticketing segment’s revenue, which primarily consists of service fees from its ticketing operations, is recorded net of the face value of the ticket as the Company generally acts as an agent in these transactions.

Foreign Currency

Results of operations for foreign subsidiaries and foreign equity investees are translated into United States dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into United States dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders’ equity in AOCI. Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally. For the years ended December 31, 2015, 2014 and 2013, the Company recorded net foreign currency transaction losses of $35.3 million, $28.9 million and $2.8 million, respectively. The Company does not currently have operations in highly inflationary countries.

Advertising Expense

The Company records advertising expense in the year that it is incurred. Throughout the year, general advertising expenses are recognized as they are incurred, but event-related advertising for concerts is recognized once the show occurs. However, all advertising costs incurred during the year and not previously recognized are expensed at the end of the year. Advertising expenses of $275.6 million, $242.9 million and $224.0 million for the years ended December 31, 2015, 2014 and 2013, respectively, were recorded as a component of direct operating expenses. Advertising expenses of $28.6 million, $28.8 million and $27.7 million for the years ended December 31, 2015, 2014 and 2013, respectively, were recorded as a component of selling, general and administrative expenses.

Direct Operating Expenses

Direct operating expenses include artist fees, show-related marketing and advertising expenses, royalties paid to clients for a share of service charges, rent expense for events in third-party venues, credit card fees, telecommunications and data communication costs associated with the Company’s call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and salaries and wages related to seasonal employees at the Company’s venues along with other costs, including ticket stock and shipping. These costs are primarily variable in nature.

Selling, General and Administrative Expenses

Selling, general and administrative expenses include salaries and other compensation costs related to full-time employees, fixed rent, travel and entertainment, legal expenses and consulting along with other costs.

Depreciation and Amortization

The Company’s depreciation and amortization is presented as a separate line item in the statements of operations. There is no depreciation or amortization included in direct operating expenses, selling, general and administrative expenses or corporate expenses.

Non-cash and Stock-based Compensation

The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. Stock-based compensation expense recognized includes compensation expense for all share-based payments using the estimated grant date fair value net of expected forfeitures. Judgment is required in estimating the amount of stock-based awards expected to be forfeited prior to vesting. If actual forfeitures differ from these estimates, non-cash compensation expense could vary.

The fair value for options in Live Nation stock is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of the options is amortized to expense, net of estimated forfeitures, on a straight-line basis over the options’ vesting period. The Company uses an expected volatility based on an even weighting of its own traded options and historical volatility. The Company uses the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The Company uses the simplified method as it does not believe its historical experience provides a reasonable basis with which to estimate the expected term due to the impact of a number of divestitures after the Separation, the varying vesting terms of awards issued since the Separation and the impact from the type and amount of awards converted pursuant to the Company’s merger with Ticketmaster. The risk-free rate for periods within the expected life of the option is based on the United States Treasury note rate.

The fair value of restricted stock and restricted stock units, which is generally the stock price on the date of issuance, is amortized to expense, net of expected forfeitures, on a straight-line basis over the vesting period.

Acquisition Transaction Expenses

Acquisition transaction expenses consist of direct costs related to business combinations, such as legal and accounting transaction charges related to reviewing and closing an acquisition and also other legal costs directly tied to the transaction. These expenses also reflect changes in the fair value and accretion of accrued acquisition-related contingent or deferred consideration arrangements. The Company records transaction costs incurred in connection with the purchase or sale of a noncontrolling interest in a subsidiary, when control is maintained, as a deduction from equity in additional paid-in capital.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates.

Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the 2015 presentation. The Company reclassified $20.0 million of debt issuance costs originally included in other long-term assets in the December 31, 2014 balance sheet and now reflects it as a reduction of the current portion of long-term debt and long-term debt in connection with the retrospective application of new accounting guidance for debt issuance costs as discussed below.

Recent Accounting Pronouncements

Recently Adopted Pronouncements

In April 2014, the FASB issued guidance that raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. The Company adopted this guidance on January 1, 2015 and there has been no impact from its adoption.

In April 2015, the FASB issued guidance that simplifies the presentation of debt issuance costs. The guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a deduction from the carrying amount of that debt liability, consistent with debt discounts. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within that year. The guidance should be applied on a

retrospective basis to all periods presented in the financial statements. Early adoption is permitted and the Company adopted this guidance effective January 1, 2015. See “—Reclassifications” above for discussion of the impact of implementation.

In September 2015, the FASB issued guidance that eliminates the requirement for an acquirer in a business combination to account for measurement-period adjustments retrospectively. Instead, acquirers recognize measurement-period adjustments during the period in which they determine the amounts, including the effect on earnings of any amounts they would have recorded in previous periods if the accounting had been completed at the acquisition date. The guidance should be applied prospectively to adjustments to provisional amounts that occur after the effective date. This guidance is effective for annual periods beginning after December 15, 2015 and interim periods within that year. Early adoption is permitted and the Company adopted this guidance effective July 1, 2015. The adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.

In February 2015, the FASB issued amendments to the consolidation guidance that make changes to the analysis a reporting entity must perform to determine whether it should consolidate certain types of legal entities. This guidance is effective for annual periods beginning after December 15, 2015 and interim periods within that year. The guidance should be applied either using a modified retrospective approach or retrospectively. Early adoption is permitted and the Company adopted this guidance on October 1, 2015. The adoption of this guidance did not have a material effect on the Company’s financial position or results of operations.

In November 2015, the FASB issued updated guidance that requires companies to classify all deferred tax assets and liabilities as noncurrent in the statement of financial position. The guidance is effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within that year. The guidance should be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. Early adoption is permitted and the Company adopted this guidance effective October 1, 2015. The Company applied the guidance prospectively to all deferred tax assets and liabilities. Prior periods presented have not been retrospectively adjusted. The adoption of this guidance did not have a material effect on the Company’s financial position.

Recently Issued Pronouncements

In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The standard is effective for annual periods beginning after December 15, 2017 and interim periods within that year. Early adoption of the standard is only permitted for annual periods beginning after December 31, 2016 and interim periods within that year. The guidance should be applied retrospectively, either to each prior period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative-effect adjustment as of the date of adoption. The Company will adopt this standard on January 1, 2018, and is currently assessing which implementation method it will apply and the impact its adoption will have on its financial position and results of operations.

In April 2015, the FASB amended its guidance on internal-use software providing guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments to this guidance are effective for annual periods beginning after December 15, 2015 and interim periods within that year, and early adoption is permitted. The guidance should be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company will adopt this guidance on January 1, 2016, and will apply it prospectively. The adoption of this guidance will not have a material effect on the Company’s financial position or results of operations.

In January 2016, the FASB issued amendments for the recognition, measurement, presentation, and disclosure of financial instruments. Among other things, the guidance requires equity investments that do not result in consolidation and are not accounted for under the equity method to be measured at fair value with any change in fair value recognized in net income unless the investments do not have readily determinable fair values. The amendments are effective for annual periods beginning after December 15, 2017 and interim periods within that year. Early adoption is not permitted for most of the amendments. The amendments are to be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption with the exception of equity investments without readily determinable fair value which will be applied prospectively. The Company will adopt this standard on January 1, 2018, and is currently evaluating the impact that the standard will have on its financial position and results of operations.

NOTE 2—LONG-LIVED ASSETS

Property, Plant and Equipment

In the fourth quarter of 2012, an amphitheater in New York that is operated by the Company sustained substantial damage during Hurricane Sandy. During 2014 and 2013, the Company received insurance recoveries and recorded gains of $3.8 million and $14.1 million for the years ended December 31, 2014 and 2013, respectively, as a component of loss (gain) on disposal of operating assets in the Concerts segment representing the proceeds received in excess of the carrying value of the assets. The Company received the final insurance recovery in the second quarter of 2014.

Definite-lived Intangible Assets

The Company has definite-lived intangible assets which are amortized over the shorter of either the lives of the respective agreements or the period of time the assets are expected to contribute to the Company’s future cash flows. The amortization is recognized on either a straight-line or expected cash flows basis.

The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the years ended December 31, 2015 and 2014:

	Revenue- generating contracts				Client / vendor relationships				Trademarks and naming rights				Non-compete agreements				Venue management and leaseholds				Technology				Other				Total
	(in thousands)
Balance as of December 31, 2013:
Gross carrying amount	$	585,094			$	277,937			$	28,524			$	137,199			$	85,642			$	100,664			$	2,375			$	1,217,435
Accumulated amortization	(231,053		)		(81,809		)		(9,092		)		(101,128		)		(43,687		)		(73,110		)		(992		)		(540,871		)
Net	354,041				196,128				19,432				36,071				41,955				27,554				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		)		(1,176		)		—				(2,324		)		(1,608		)		(5		)		(32,677		)
Other (1)	(2,764		)		(9,268		)		(3,082		)		(15,147		)		4				(92,548		)		111				(122,694		)
Net change	50,033				78,055				(4,258		)		(13,647		)		(2,320		)		(85,334		)		1,206				23,735
Accumulated amortization:
Amortization	(52,664		)		(52,389		)		(3,458		)		(12,531		)		(7,960		)		(24,946		)		(713		)		(154,661		)
Dispositions	605				—				—				—				—				—				—				605
Foreign exchange	8,277				1,735				767				—				1,161				1,262				3				13,205
Other (1)	2,764				9,268				3,082				15,147				(4		)		92,548				460				123,265
Net change	(41,018		)		(41,386		)		391				2,616				(6,803		)		68,864				(250		)		(17,586		)
Balance as of December 31, 2014:
Gross carrying amount	635,127				355,992				24,266				123,552				83,322				15,330				3,581				1,241,170
Accumulated amortization	(272,071		)		(123,195		)		(8,701		)		(98,512		)		(50,490		)		(4,246		)		(1,242		)		(558,457		)
Net	363,056				232,797				15,565				25,040				32,832				11,084				2,339				682,713
Gross carrying amount:
Acquisitions—current year	119,482				39,113				62,953				5,110				10,574				16,230				17				253,479
Acquisitions— prior year	(8,366		)		(4,694		)		—				49,851				—				11				—				36,802
Foreign exchange	(15,332		)		(8,474		)		(664		)		(2,159		)		(3,784		)		(1,306		)		—				(31,719		)
Other (1)	(30,116		)		(2,655		)		1				—				(24,061		)		—				—				(56,831		)
Net change	65,668				23,290				62,290				52,802				(17,271		)		14,935				17				201,731
Accumulated amortization:
Amortization	(78,281		)		(51,116		)		(6,218		)		(22,869		)		(10,684		)		(4,402		)		(389		)		(173,959		)
Foreign exchange	6,494				2,036				340				62				1,468				46				—				10,446
Other (1)	30,115				2,655				1				—				24,061				—				—				56,832
Net change	(41,672		)		(46,425		)		(5,877		)		(22,807		)		14,845				(4,356		)		(389		)		(106,681		)
Balance as of December 31, 2015:
Gross carrying amount	700,795				379,282				86,556				176,354				66,051				30,265				3,598				1,442,901
Accumulated amortization	(313,743		)		(169,620		)		(14,578		)		(121,319		)		(35,645		)		(8,602		)		(1,631		)		(665,138		)
Net	$	387,052			$	209,662			$	71,978			$	55,035			$	30,406			$	21,663			$	1,967			$	777,763

(1)	Other includes netdowns of fully amortized or impaired assets.

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Included in the current year acquisitions amount above for 2015 is $253.5 million of definite-lived intangible assets primarily associated with the acquisitions of all or part of festival promoters, a venue management business, an artist management business, and a ticketing business all located in the United States and the United Kingdom.

Included in the prior year acquisitions amount above for 2015 is $36.8 million of definite-lived intangible assets primarily associated with the prospective consolidation of an artist management business located in the United Kingdom.

Included in the current year acquisitions amount above for 2014 is $177.8 million of definite-lived intangible assets primarily associated with the acquisitions of a controlling interest in a festival and concert promoter and five artist management businesses located in the United States and the United Kingdom.

The 2015 and 2014 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:

	Weighted- Average Life (years)
	2015			2014
Revenue-generating contracts	8			9
Client/vendor relationships	7			7
Trademarks and naming rights	10			—
Non-compete agreements	6			5
Venue management and leaseholds	7			—
Technology	6			5
Other	—			10
All categories	8			7

During all years presented, the Company reviewed the carrying value of certain definite-lived intangible assets that management determined would not be renewed or that had an indicator that future operating cash flows may not support its carrying value. It was determined that certain assets were impaired since the estimated undiscounted future cash flows associated with those assets were less than their carrying value. For the years ended December 31, 2014 and 2013, the Company recorded impairment charges related to definite-lived intangible assets of $11.1 million and $10.6 million, respectively, as a component of depreciation and amortization. The 2014 impairment charges primarily related to client/vendor relationship intangible assets in the Artist Nation segment and technology intangible assets in the Ticketing segment. The 2013 impairment charges primarily related to venue management and leasehold intangible assets in the Concerts segment and client/vendor relationship intangible assets in the Artist Nation segment. See Note 5—Fair Value Measurements for further discussion of the inputs used to determine the fair values. There were no significant impairment charges recorded in 2015.

Amortization of definite-lived intangible assets for the years ended December 31, 2015, 2014 and 2013 was $174.0 million, $154.7 million and $173.2 million, respectively.

The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets that exist at December 31, 2015:

	(in thousands)
2016	$	157,750
2017	$	145,440
2018	$	120,840
2019	$	103,549
2020	$	89,714

As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization may vary.

Indefinite-lived Intangibles

The Company has indefinite-lived intangible assets which consists of trade names. These indefinite-lived intangible assets had a carrying value of $369.3 million and $369.5 million as of December 31, 2015 and 2014, respectively.

The Company tests for possible impairment of indefinite-lived intangible assets on at least an annual basis. For the year ended December 31, 2014, the Company recorded an impairment charge of $6.0 million as a component of depreciation and amortization in the Ticketing segment. During 2014, the Company made a decision to rebrand certain of its markets that were not using the Ticketmaster trade name. In connection with the rebranding, it was determined that an indefinite-lived intangible asset for a certain market was fully impaired since the transition to the Ticketmaster trade name was substantially completed for that market during the year. See Note 5—Fair Value Measurements for further discussion of the inputs used to determine the fair value. There were no impairment charges of indefinite-lived intangible assets recorded for the years ended December 31, 2015 and 2013.

Goodwill

The Company currently has seven reporting units with goodwill balances: International Concerts and North American Concerts within the Concerts segment; Artist Management and Artist Services (non-management) within the Artist Nation segment; International Ticketing and North American Ticketing within the Ticketing segment; and Sponsorship & Advertising. The Company reviews goodwill for impairment annually, as of October 1, using a three-step process: a qualitative review, a quantitative analysis, and a measurement of implied goodwill. In 2015, as part of the Company’s annual test for impairment of goodwill, two reporting units were assessed under the initial qualitative evaluation and did not require a quantitative analysis. These reporting units account for approximately 13% of the Company’s goodwill at December 31, 2015. Considerations included the considerable excess of fair values over carrying values in the most recent quantitative analysis performed together with the following comparison of current information to the most recent quantitative analysis: (a) declining discount rates, (b) consistent market multiples and (c) for one of the reporting units, financial results outperforming prior expectations and for the other reporting unit, financial results that did not meet prior expectations.

Three reporting units that account for approximately 67% of the Company’s goodwill at December 31, 2015 advanced directly to a quantitative analysis without performing a qualitative analysis, in accordance with the Company’s policy, as these reporting units have not had quantitative analysis performed in 5 years. These reporting units did not require the final step to measure potential impairment.

Finally, for two reporting units that account for approximately 20% of the Company’s goodwill at December 31, 2015, although these reporting units showed improved or consistent discount rates and increased market multiples, the qualitative analysis was inconclusive due to declines in recent financial performance against prior expectations. As such, quantitative analysis was performed for these reporting units, but did not require the final step to measure potential impairment.

The Company performed the quantitative analysis using a combination of a discounted cash flows methodology, which uses both market-based and internal assumptions, and a market multiple methodology, which uses primarily market-based assumptions.

Based upon the results of the annual tests there were no impairment charges recorded in 2015 and 2013. In 2014, the Company recorded impairment charges of $117.0 million and $17.9 million related to its International Concerts and Artist Services (non-management) reporting units, respectively.

The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the years ended December 31, 2015 and 2014:

	Concerts				Ticketing				Artist Nation				Sponsorship & Advertising				Total
	(in thousands)
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
Acquisitions—current year	57,792				77,951				15,051				43,248				194,042
Acquisitions—prior year	(28,472		)		10,341				(17,968		)		(3,274		)		(39,373		)
Foreign exchange	(4,440		)		(12,098		)		(2,095		)		(10,758		)		(29,391		)
Balance as of December 31, 2015:
Goodwill	602,771				733,825				340,501				332,081				2,009,178
Accumulated impairment losses	(386,915		)		—				(17,948		)		—				(404,863		)
Net	$	215,856			$	733,825			$	322,553			$	332,081			$	1,604,315

Included in the current year acquisitions amount above for 2015 is $194.0 million of goodwill primarily associated with the acquisitions of all or part of festival promoters and a ticketing business, all located in the United States.

Included in the prior year acquisitions amount above for 2015 is a decrease of $39.4 million of goodwill primarily associated with the finalization of accounting for the acquisition of a controlling interest in a festival and concert promoter in the United States and prospective consolidation of an artist management business located in the United Kingdom.

Included in the current year acquisitions amount above for 2014 is $204.2 million of goodwill primarily associated with the acquisitions of a controlling interest in a festival and concert promoter and three artist management businesses located in the United States and the United Kingdom.

For the goodwill recognized in connection with the 2015 and 2014 acquisitions, $107.9 million and $76.4 million, respectively, is expected to be deductible for tax purposes.

The Company is in various stages of finalizing its acquisition accounting for recent acquisitions, which include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and its allocation between segments.

Investments in Nonconsolidated Affiliates

The Company has investments in various affiliates which are not consolidated and are accounted for under the equity method of accounting. The Company records its investments in these entities in the balance sheet as investments in nonconsolidated affiliates reported as part of other long-term assets. The Company’s interests in these operations are recorded in the statements of operations as equity in earnings of nonconsolidated affiliates. For the year ended December 31, 2015, the Company’s investments in Venta de Boletos por Computadora S.A. de C.V, a 33% owned ticketing distribution services company, Vice Nation, LLC, a 60% owned digital content company, Front Gate Holdings, LLC (“Front Gate”), a 50% owned ticketing business for part of 2015 and Caring & Daring, LLC (“C&D”), a 50% owned festival promotion business for part of 2015 are considered significant on an individual basis and certain other investments are considered significant on an aggregate basis. In June 2015, the Company acquired the remaining or additional interests in Front Gate and C&D, which are both reported on a consolidated basis from the date of acquisition and therefore, the amounts below include Front Gate and C&D only through the date of acquisition and do not include any balance sheet amounts as of December 31, 2015. Summarized balance sheet and income statement information for these entities is as follows (at 100%):

		December 31,
		2015				2014
		(in thousands)
Current assets		$	74,686			$	90,218
Noncurrent assets		$	7,979			$	19,255
Current liabilities		$	48,581			$	63,007
Noncurrent liabilities		$	—			$	—
Noncontrolling interests		$	403			$	391

		Year Ended December 31,
		2015				2014				2013
		(in thousands)
Revenue		$	92,801			$	68,828			$	71,574
Operating income		$	21,022			$	22,639			$	26,936
Net income		$	13,986			$	16,996			$	21,167
Net income attributable to the common stockholders of the equity investees		$	13,905			$	16,855			$	21,105

The Company reviews its investments in nonconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For the year ended December 31, 2013, the Company recorded impairment charges related to these investments of $9.2 million as equity in earnings of nonconsolidated affiliates. The impairments primarily related to an investment in a concert promoter located in Europe and an investment in an ecommerce business. See Note 5—Fair Value Measurements for further discussion of the inputs used to determine the fair values. There were no significant impairments of investments in nonconsolidated affiliates during 2015 and 2014.

Long-lived Asset Disposals

In May 2013, the Company completed the sale of a theater in New York. There were no significant disposals of long-lived assets during 2015 and 2014. The table below summarizes the asset and liability values at the time of sale for significant disposals and the resulting gain or loss recorded.

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

NOTE 3—LONG-TERM DEBT

Long-term debt, which includes capital leases, consisted of the following:

					December 31,
					2015				2014
					(in thousands)
Senior Secured Credit Facility:
	Term loan A				$	93,438			$	104,937
	Term loan B				928,625				938,125
7% Senior Notes due 2020					425,000				425,000
5.375% Senior Notes due 2022					250,000				250,000
2.5% Convertible Senior Notes due 2019					275,000				275,000
Other long-term debt					108,350				96,031
Total principal amount					2,080,413				2,089,093
Less unamortized discounts and debt issuance costs					(41,399		)		(52,979		)
Plus unamortized premium					6,000				7,286
Total long-term debt net of unamortized discounts, premium and debt issuance costs					2,045,014				2,043,400
Less: current portion					42,352				47,443
Total long-term debt, net					$	2,002,662			$	1,995,957

Future maturities of long-term debt at December 31, 2015 are as follows:

	(in thousands)
2016	$	42,484
2017	61,458
2018	343,116
2019	19,213
2020	1,340,533
Thereafter	273,609
Total	$	2,080,413

All long-term debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5—Fair Value Measurements for discussion of fair value measurement of the Company’s long-term debt.

Senior Secured Credit Facility

At December 31, 2015, the Company’s senior secured credit facility consisted of (i) a $115 million term loan A facility with a maturity of five years, (ii) a $950 million term loan B facility with a maturity of seven years and (iii) a $335 million revolving credit facility with a maturity of five years. Subject to certain conditions, the Company has the right to increase such facilities by at least $450 million or a greater amount so long as the senior secured leverage ratio calculated on a pro-forma basis (as defined in the credit agreement) is no greater than 3.25x. The revolving credit facility provides for borrowings up to the amount of the facility with sublimits of up to (i) $150 million to be available for the issuance of letters of credit, (ii) $50 million to be available for swingline loans, (iii) $150 million to be available for borrowings in Euros or British Pounds and (iv) $50 million to be available for borrowings in one or more other approved currencies. The senior secured credit facility is secured by (i) a first priority lien on substantially all of the tangible and intangible personal property of the Company’s domestic subsidiaries that are guarantors and (ii) a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of the Company’s direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries.

The interest rates per annum applicable to revolving credit facility loans and the term loan A under the senior secured credit facility are, at the Company’s option, equal to either LIBOR plus 2.25% or a base rate plus 1.25%, subject to stepdowns based on the Company’s net leverage ratio. The interest rates per annum applicable to the term loan B are, at the Company’s option, equal to either LIBOR plus 2.75% or a base rate plus 1.75%, subject to a LIBOR floor of 0.75% and a base rate floor of 1.75%. The Company is required to pay a commitment fee of 0.5% per year on the undrawn portion available under the revolving credit facility, subject to stepdowns based on the Company’s net leverage ratio, and variable fees on outstanding letters of credit.

For the term loan A, the Company is required to make quarterly payments increasing over time from $2.9 million to $13.8 million with the balance due at maturity in August 2018. For the term loan B, the Company is required to make quarterly payments of $2.4 million with the balance due at maturity in August 2020. The Company is also required to make mandatory prepayments of the loans under the credit agreement, subject to specified exceptions, from excess cash flow and with the proceeds of asset sales, debt issuances and specified other events.

Based on the Company’s outstanding letters of credit of $76.1 million, $258.9 million was available for future borrowings under the revolving credit facility at December 31, 2015.

7% Senior Notes

At December 31, 2015, the Company had $425 million of 7% senior notes due 2020 outstanding, of which $200 million was issued with a $9.0 million premium. Interest on the notes is payable semiannually in arrears on March 1 and September 1 of each year and the notes will mature on September 1, 2020. The Company may redeem some or all of the notes at any time prior to September 1, 2016 at a price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium using a discount rate equal to the treasury rate plus 50 basis points. On or after September 1, 2016, the Company may redeem at its option some or all of the notes at redemption prices that start at 103.5% of their principal amount, plus any accrued and unpaid interest to the date of redemption. The Company must make an offer to redeem the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest to the repurchase date, if it experiences certain defined changes of control.

5.375% Senior Notes

In May 2014, the Company issued $250 million of 5.375% senior notes due 2022. Interest on the notes is payable semiannually in arrears on June 15 and December 15, and the notes will mature on June 15, 2022. The Company may redeem some or all of the notes at any time prior to June 15, 2017 at a price equal to 100% of the principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium. The Company may also redeem up to 35% of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to June 15, 2017, at a price equal to 105.375% of the principal amount, plus any accrued and unpaid interest. In addition, on or after June 15, 2017, the Company may redeem at its option some or all of the notes at redemption prices that start at 104.0313% of their principal amount, plus any accrued and unpaid interest to the date of redemption. The Company must make an offer to redeem the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest to the repurchase date, if it experiences certain defined changes of control.

2.5% Convertible Senior Notes

In May 2014, the Company issued $275 million of convertible senior notes due 2019. The notes pay interest semiannually in arrears on May 15 and November 15 at a rate of 2.5% per annum. The notes will mature on May 15, 2019, and may not be redeemed by the Company prior to the maturity date. The notes will be convertible, under certain circumstances, until November 15, 2018, and on or after such date without condition, at an initial conversion rate of 28.8363 shares of the Company’s common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 52.5% conversion premium based on the last reported sale price for the Company’s common stock of $22.74 on May 19, 2014. Upon conversion, the notes may be settled in shares of common stock or, at the Company’s election, cash or a combination of cash and shares of common stock. Assuming the Company fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 7.9 million.

If the Company experiences a fundamental change, as defined in the indenture governing the notes, the holders of the 2.5% convertible senior notes may require the Company to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any.

The carrying amount of the equity component of the notes is $22.0 million and the principal amount of the liability component (face value of the notes) is $275 million. As of December 31, 2015, the remaining period for the debt discount was approximately three years and the value of the notes, if converted and fully settled in shares, did not exceed the principal amount of the notes. As of December 31, 2015 and 2014, the effective interest rate on the liability component of the notes was 5.0%.

The following table summarizes the amount of pre-tax interest cost recognized on the 2.5% convertible senior notes and the Company’s 2.875% convertible senior notes which were redeemed in September 2014:

	Year Ended December 31,
	2015				2014				2013
	(in thousands)
Interest cost recognized relating to:
Contractual interest coupon	$	6,856			$	8,701			$	6,325
Amortization of debt discount	4,599				10,165				12,995
Amortization of debt issuance costs	1,355				1,175				703
Total interest cost recognized on the notes	$	12,810			$	20,041			$	20,023

Other Long-term Debt

As of December 31, 2015, other long-term debt is comprised of capital leases of $9.2 million and notes payable and other debt of $99.1 million, including debt to noncontrolling interest partners of $26.9 million and $51.7 million of a subsidiary’s long-term debt which consists of a term loan, revolving credit facility and shareholder loan notes. Total notes payable consist primarily of 18 notes with interest rates ranging from 0.2% to 11.0% and maturities of up to seven years.

Debt Extinguishment

In May 2014, the Company issued $250 million of 5.375% senior notes due 2022 and $275 million of 2.5% convertible senior notes due 2019 and paid related fees and expenses of $9.8 million. In July 2014, the holders of $29.3 million of aggregate outstanding principal of the 2.875% convertible senior notes exercised their right to redeem their notes for cash and in late September 2014, pursuant to the Company’s option under the indenture governing the notes, the Company redeemed the remainder of these notes using the net proceeds noted above. In addition to redeeming the $220 million principal amount of these notes, the Company paid total accrued interest of $1.1 million and related fees and expenses of $0.2 million for the redemption, leaving $293.9 million in additional cash available for general corporate purposes. The loss on extinguishment of debt related to the redemption of the 2.875% convertible senior notes was not significant in 2014.

In August 2013, the Company issued additional notes under the indenture governing its existing 7% senior notes due 2020 with a $9.0 million premium and amended its senior secured credit facility. The amendment to the senior secured credit facility provided the existing term loan A and term loan B lenders with an option to convert their outstanding principal amounts into the new term loans. Excluding the outstanding principal amounts for lenders who elected to convert their outstanding term loans, proceeds of $802.2 million from issuance of these borrowing were used to repay $472.5 million principal amount of the Company’s outstanding borrowings under the existing senior secured credit facility, to repay the entire $250 million principal amount of the Company’s outstanding 8.125% senior notes due 2018 and to pay the related ‘make-whole’ premium on these senior notes and total accrued interest and fees of $35.3 million along with related fees and expenses for the refinancing of $22.0 million, leaving $22.4 million in additional cash for general corporate purposes. The Company recorded a $36.3 million loss on extinguishment of debt related to this refinancing in 2013.

Debt Covenants

The Company’s senior secured credit facility contains a number of covenants and restrictions that, among other things, require the Company to satisfy certain financial covenants and restrict the Company’s and its subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its business, enter into sale-leaseback transactions, transfer and sell material assets, merge or consolidate, and pay dividends and make distributions (with the exception of subsidiary dividends or distributions to the parent company or other subsidiaries on at least a pro-rata basis with any noncontrolling interest partners). Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable. The senior secured credit facility agreement has a covenant, measured quarterly that relates to total leverage. The consolidated total leverage covenant requires the Company to maintain a ratio of consolidated total funded debt to consolidated EBITDA (both as defined in the credit agreement) of 4.75x over the trailing four consecutive quarters through September 30, 2016. The consolidated total leverage ratio will reduce to 4.50x on December 31, 2016.

The indentures governing the 7% senior notes and the 5.375% senior notes contain covenants that limit, among other things, the Company’s ability and the ability of its restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to the Company, merge, consolidate or sell all of the

Company’s assets, create certain liens, and engage in transactions with affiliates on terms that are not arms-length. Certain covenants, including those pertaining to incurrence of indebtedness, restricted payments, asset sales, mergers and transactions with affiliates will be suspended during any period in which the notes are rated investment grade by both rating agencies and no default or event of default under the indenture has occurred and is continuing. The 7% senior notes and the 5.375% senior notes contain two incurrence-based financial covenants, as defined, requiring a minimum fixed charge coverage ratio of 2.0x and a maximum secured indebtedness leverage ratio of 3.25x for the 7% senior notes and 3.50x for the 5.375% senior notes.

Some of the Company’s other subsidiary indebtedness includes restrictions on entering into various transactions, such as acquisitions and disposals, and prohibits payment of ordinary dividends. They also have financial covenants including minimum consolidated EBITDA to consolidated net interest payable, minimum consolidated cash flow to consolidated debt service and maximum consolidated debt to consolidated EBITDA, all as defined in the applicable debt agreements.

As of December 31, 2015, the Company believes it was in compliance with all of its debt covenants. The Company expects to remain in compliance with all of these covenants throughout 2016.

NOTE 4—DERIVATIVE INSTRUMENTS

The Company primarily uses forward currency contracts and options to reduce its exposure to foreign currency risk associated with short-term artist fee commitments. The Company may also enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income. At December 31, 2015 and 2014, the Company had forward currency contracts and options outstanding with notional amounts of $71.1 million and $63.3 million, respectively. These instruments have not been designated as hedging instruments and any change in fair value is reported in earnings during the period of the change. The Company’s foreign currency derivative activity, including the related fair values, are not material to any period presented.

Additionally, the Company has entered into certain interest rate swap and cap agreements to limit its exposure to variable interest rates, related to portions of the Company’s outstanding debt. At December 31, 2015, the Company had an interest rate cap agreement outstanding with a notional amount of $8.2 million. This interest rate cap agreement has not been designated as a hedging instrument. At December 31, 2014, the Company had interest rate swap agreements outstanding with notional amounts of $29.3 million. One of the agreements expired in June 2015 and was designated as a cash flow hedge. As of December 31, 2014, there was no ineffective portion or amount excluded from effectiveness testing for the derivative designated as a cash flow hedging instrument. The Company’s interest rate swap and cap activity, including the related fair values, are not material to any period presented.

The Company does not enter into derivative instruments for speculative or trading purposes and does not anticipate any significant recognition of derivative activity through the income statement in the future related to the instruments currently held. See Note 5—Fair Value Measurements for further discussion and disclosure of the fair values for the Company’s derivative instruments.

NOTE 5—FAIR VALUE MEASUREMENTS

The Company currently has various financial instruments carried at fair value, such as marketable securities, derivatives and contingent consideration, but does not currently have nonfinancial assets and liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from all levels of the fair value hierarchy as defined in the FASB guidance for fair values. For this categorization, only inputs that are significant to the fair value are considered. The three levels are defined as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (i.e., market corroborated inputs).

Level 3—Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data.

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities that are required to be measured at fair value on a recurring basis, which are classified on the balance sheets as cash and cash equivalents, other current assets, other long-term assets, other current liabilities and other long-term liabilities:

	Fair Value Measurements at December 31, 2015																Fair Value Measurements at December 31, 2014
	Level 1				Level 2				Level 3				Total				Level 1				Level 2				Level 3				Total
					(in thousands)																(in thousands)
Assets:
Cash equivalents	$	30,102			$	—			$	—			$	30,102			$	111			$	—			$	—			$	111
Forward currency contracts	—				979				—				979				—				1,910				—				1,910
Total	$	30,102			$	979			$	—			$	31,081			$	111			$	1,910			$	—			$	2,021
Liabilities:
Interest rate cap and swaps	$	—			$	—			$	1			$	1			$	—			$	1,004			$	—			$	1,004
Forward currency contracts	—				680				—				680				—				5				—				5
Put option	—				—				7,258				7,258				—				—				—				—
Contingent consideration	—				—				19,877				19,877				—				—				8,927				8,927
Total	$	—			$	680			$	27,136			$	27,816			$	—			$	1,009			$	8,927			$	9,936

Cash equivalents consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. Fair values for forward currency contracts are based on observable market transactions of spot and forward rates. Fair values for the interest rate swaps are based on inputs corroborated by observable market data with similar tenors.

A third party has a put option to sell its noncontrolling interest in one of the Company’s subsidiaries to the Company and is carried at fair value using Level 3 inputs because the redemption date and redemption amount are not fixed. The put option is triggered by the occurrence of specific events, one of which is certain to occur, and requires the Company to buy the noncontrolling interest. The redemption amount for this put option is a variable amount based on a formula linked to historical earnings. The Company has recorded a current liability for this put option which is valued based on the historic results of that subsidiary. Changes in the fair value are recorded in acquisition transaction expenses.

The Company has certain contingent consideration obligations related to acquisitions which are measured at fair value using Level 3 inputs. The amounts due to the sellers are based on the achievement of agreed-upon financial performance metrics by the acquired companies where the contingent obligation is either earned or not earned. The Company records the liability at the time of the acquisition based on the present value of management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. Subsequent to the date of acquisition, the Company updates the original valuation to reflect current projections of future results of the acquired companies and the passage of time. Accretion of, and changes in the valuations of, contingent consideration are reported in acquisition transaction expenses. See Note 6—Commitments and Contingent Liabilities for additional information related to the contingent payments.

Due to their short maturity, the carrying amounts of accounts receivable, accounts payable and accrued expenses approximated their fair values at December 31, 2015 and 2014.

The Company’s outstanding debt held by third-party financial institutions is carried at cost, adjusted for premium, discounts or debt issuance costs. The Company’s debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs. The estimated fair values of the Company’s 7% senior notes, 5.375% senior notes and the 2.5% convertible senior notes were $443.1 million, $249.4 million and $280.2 million, respectively, at December 31, 2015. The estimated fair values of the 7% senior notes, 5.375% senior notes and the 2.5% convertible senior notes were $451.3 million, $250.3 million and $296.3 million, respectively, at December 31, 2014. The estimated fair value of the Company’s third-party fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs. The Company has fixed rate debt held by noncontrolling interest partners with a face value of $26.9 million and $30.0 million at December 31, 2015 and 2014, respectively. The Company is unable to determine the fair value of this debt.

The following table shows the fair value of the Company’s financial assets that have been adjusted to fair value on a non-recurring basis which had a significant impact on the Company’s results of operations for the years ended December 31, 2015 and 2014:

		Fair Value				Fair Value Measurements Using												Loss
Description		Measurement				Level 1				Level 2				Level 3				(Gain)
		(in thousands)
2015
Investment in nonconsolidated affiliates		$	—			$	—			$	—			$	—			$	(9,124	)
2014
Definite-lived intangible assets, net		$	627			$	—			$	—			$	627			$	11,107
Indefinite-lived intangible assets		$	—			$	—			$	—			$	—			$	5,963
Goodwill		$	142,719			$	—			$	—			$	142,719			$	134,961
Investments in nonconsolidated affiliates		$	—			$	—			$	—			$	—			$	(16,356	)

During 2015 and 2014, the Company recorded net gains related to investments in nonconsolidated affiliates of $9.1 million and $16.4 million, respectively, as a component of other expense, net. The 2015 gain was related to the acquisitions of a controlling interest in a festival promoter and an artist management business, and the remaining interest in a ticketing business, which were previously accounted for under the equity method. The 2014 net gain was related to changes in the governing agreements of two artist management businesses resulting in those businesses being consolidated by the Company on a prospective basis. Prior to consolidation in both years, the Company remeasured these investments to fair value using a discounted cash flow methodology. The key inputs in these fair value measurements include future cash flow projections, including revenue and profit margins, discount rates and attrition rates. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.

During 2014 and 2013, the Company recorded impairment charges related to definite-lived intangible assets of $11.1 million and $10.6 million, respectively, as a component of depreciation and amortization. The 2014 impairment charges were primarily related to intangible assets for client/vendor relationships in the Artist Nation segment and technology in the Ticketing segment. The 2013 impairment charges were primarily related to intangible assets for venue management and leaseholds in the Concerts segment and client/vendor relationships in the Concerts and Artist Nation segments. In all these cases it was determined that these assets were impaired since the most recent estimated undiscounted future cash flows associated with these assets were less than their carrying value or that the technology would no longer be used. These impairments were then calculated using operating cash flows which were discounted to approximate fair value. The key inputs in these calculations include future cash flow projections, including revenue and profit margins, attrition rates as applicable, and, for the fair value computation, a discount rate. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs.

During 2014, goodwill impairments were recorded for the International Concerts reporting unit in the Concerts segment and the Artist Services (non-management) reporting unit in the Artist Nation segment in the amounts of $117.0 million and$17.9 million, respectively, in conjunction with the Company’s annual impairment tests. The Company calculated these impairments using a combination of a discounted cash flows methodology, which uses both Level 2 and Level 3 inputs, and a market multiple methodology, which uses primarily Level 2 inputs. These key inputs include discount rates, market multiples, control premiums, revenue growth, estimates of future financial performance and attrition rates. See Note 1—The Company and Summary of Significant Accounting Policies and Note 2—Long-Lived Assets for further discussion of the Company’s methodology and these impairments.

During 2014, the Company recorded an impairment charge related to indefinite-lived intangible assets of $6.0 million as a component of depreciation and amortization. The Company made a decision to rebrand certain of its markets that were not using the Ticketmaster trade name. In connection with the rebranding, it was determined that an indefinite-lived intangible asset for a certain market was fully impaired since the transition to the Ticketmaster trade name was substantially completed for that market during the third quarter. The fair value of this asset was calculated using a relief from royalty method. The relief from royalty method applied a royalty rate to the projected earnings attributable to the indefinite-lived intangible asset. The projected earnings for this non-recurring fair value measurement are considered Level 3 inputs.

During 2013, the Company recorded impairment charges related to investments in nonconsolidated affiliates of $9.2 million as a component of equity in earnings of nonconsolidated affiliates. The impairment charges primarily related to investments in a concert promoter located in Europe and an ecommerce business. Based on financial information received regarding the sale or liquidation of the nonconsolidated affiliates, the Company believed its investment balances were fully

impaired. The financial information received from the nonconsolidated affiliates used for these non-recurring fair value measurements are considered Level 3 inputs.

NOTE 6—COMMITMENTS AND CONTINGENT LIABILITIES

The Company leases office space, certain equipment and many of its concert venues. Some of the lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for the payment of utilities and maintenance by the Company. The Company also has non-cancelable contracts related to minimum performance payments with various artists, other event-related costs and nonrecoupable ticketing contract advances. In addition, the Company has commitments relating to additions to property, plant, and equipment under certain construction commitments for facilities and venues.

As of December 31, 2015, the Company’s future minimum rental commitments under non-cancelable operating lease agreements, minimum payments under non-cancelable contracts and capital expenditure commitments consist of the following:

	Non-cancelable Operating Leases				Non-cancelable Contracts				Capital Expenditures
	(in thousands)
2016	$	148,547			$	860,672			$	8,144
2017	144,071				207,597				3,835
2018	132,363				63,117				189
2019	124,052				88,573				73
2020	110,637				3,588				308
Thereafter	1,436,542				6,121				8,480
Total	$	2,096,212			$	1,229,668			$	21,029

Commitment amounts for non-cancelable operating leases and non-cancelable contracts which stipulate an increase in the commitment amount based on an inflationary index have been estimated using an inflation factor of 2.1% for North America, 3.2% for the United Kingdom and 1.8% for the Netherlands.

Aggregate minimum rentals of $69.5 million to be received in years 2016 through 2023 under non-cancelable subleases are excluded from the commitment amounts in the above table.

Total rent expense charged to operations for 2015, 2014 and 2013 was $159.5 million, $155.7 million and $162.6 million, respectively. In addition to the minimum rental commitments included in the table above, the Company has leases that contain contingent payment requirements for which payments vary depending on revenue, tickets sold or other variables. Contingent rent expense charged to operations for 2015, 2014 and 2013 was $43.7 million, $28.9 million and $46.5 million, respectively. The above table above does not include contingent rent or rent expense for events in third-party venues.

In connection with asset and business disposals, the Company generally provides indemnifications to the buyers including claims resulting from employment matters, commercial claims and governmental actions that may be taken against the assets or businesses sold. Settlement of these claims is subject to various statutory limitations that are dependent upon the nature of the claim.

Certain agreements relating to acquisitions provide for deferred purchase consideration payments at future dates. A liability is established at the time of the acquisition for these fixed payments. For obligations payable at a date greater than twelve months from the acquisition date, the Company applies a discount rate to calculate the present value of the obligations. As of December 31, 2015, the Company has accrued $12.4 million in other current liabilities and $26.8 million in other long-term liabilities and, as of December 31, 2014, the Company had accrued $0.1 million in other current liabilities and $15.5 million in other long-term liabilities, related to these deferred purchase consideration payments.

The Company has contingent obligations related to acquisitions which are accounted for as business combinations. Contingent consideration associated with business combinations is recorded at fair value at the time of the acquisition and reflected at current fair value for each subsequent reporting period thereafter until settled. The Company records these fair value changes in its statements of operations as acquisition transaction expenses. The contingent consideration is generally subject to payout following the achievement of future performance targets and a portion is expected to be payable in the next twelve months. As of December 31, 2015, the Company has accrued $2.3 million in other current liabilities and $17.6 million in other long-term liabilities and, as of December 31, 2014, the Company had accrued $0.1 million in other current liabilities and $8.8 million in other long-term liabilities, representing the fair value of these estimated payments. The last contingency period for which the Company has an outstanding contingent payment is for the period ending December 2020. See Note 5—Fair Value Measurements for further discussion related to the valuation of these contingent payments.

During 2006, in connection with the Company’s acquisition of Historic Theatre Group, the Company guaranteed obligations related to a lease agreement. In the event of default, the Company could be liable for obligations through the end of 2035 which have future lease payments (undiscounted) of approximately $18.4 million as of December 31, 2015. The scheduled future minimum rentals for this lease for the years 2016 through 2020 are $1.6 million each year. The venues under the lease agreement were included in the sale of the Company’s North American theatrical business in 2008. The buyer has assumed the Company’s obligations under the guaranty, however the Company remains contingently liable to the lessor. The Company believes that the likelihood of a material liability being triggered under this lease is remote, and no liability has been accrued for these contingent lease obligations as of December 31, 2015.

As of December 31, 2015 and 2014, the Company guaranteed the debt of third parties of approximately $13.4 million and $13.1 million, respectively, primarily related to maximum credit limits on employee and tour-related credit cards and obligations under a venue management agreement.

Litigation

Ticketing Fees Consumer Class Action Litigation

In October 2003, a putative representative action was filed in the Superior Court of California challenging Ticketmaster’s charges to online customers for shipping fees and alleging that its failure to disclose on its website that the charges contain a profit component is unlawful. The complaint asserted a claim for violation of California’s Unfair Competition Law (“UCL”) and sought restitution or disgorgement of the difference between (i) the total shipping fees charged by Ticketmaster in connection with online ticket sales during the applicable period, and (ii) the amount that Ticketmaster actually paid to the shipper for delivery of those tickets. In August 2005, the plaintiffs filed a first amended complaint, then pleading the case as a putative class action and adding the claim that Ticketmaster’s website disclosures in respect of its ticket order processing fees constitute false advertising in violation of California’s False Advertising Law. On this new claim, the amended complaint seeks restitution or disgorgement of the entire amount of order processing fees charged by Ticketmaster during the applicable period. In April 2009, the Court granted the plaintiffs’ motion for leave to file a second amended complaint adding new claims that (a) Ticketmaster’s order processing fees are unconscionable under the UCL, and (b) Ticketmaster’s alleged business practices further violate the California Consumer Legal Remedies Act. Plaintiffs later filed a third amended complaint, to which Ticketmaster filed a demurrer in July 2009. The Court overruled Ticketmaster’s demurrer in October 2009.

The plaintiffs filed a class certification motion in August 2009, which Ticketmaster opposed. In February 2010, the Court granted certification of a class on the first and second causes of action, which allege that Ticketmaster misrepresents/omits the fact of a profit component in Ticketmaster’s shipping and order processing fees. The class would consist of California consumers who purchased tickets through Ticketmaster’s website from 1999 to present. The Court denied certification of a class on the third and fourth causes of action, which allege that Ticketmaster’s shipping and order processing fees are unconscionably high. In March 2010, Ticketmaster filed a Petition for Writ of Mandate with the California Court of Appeal, and plaintiffs also filed a Motion for Reconsideration of the Superior Court’s class certification order. In April 2010, the Superior Court denied plaintiffs’ Motion for Reconsideration of the Court’s class certification order, and the Court of Appeal denied Ticketmaster’s Petition for Writ of Mandate. In June 2010, the Court of Appeal granted the plaintiffs’ Petition for Writ of Mandate and ordered the Superior Court to vacate its February 2010 order denying plaintiffs’ motion to certify a national class and enter a new order granting plaintiffs’ motion to certify a nationwide class on the first and second claims. In September 2010, Ticketmaster filed its Motion for Summary Judgment on all causes of action in the Superior Court, and that same month plaintiffs filed their Motion for Summary Adjudication of various affirmative defenses asserted by Ticketmaster. In November 2010, Ticketmaster filed its Motion to Decertify Class.

In December 2010, the parties entered into a binding agreement providing for the settlement of the litigation and the resolution of all claims therein. In September 2011, the Court declined to approve the settlement in its then-current form. Litigation continued, and later that same month, the Court granted in part and denied in part Ticketmaster’s Motion for Summary Judgment. The parties reached a new settlement in September 2011, which was preliminarily approved, but in September 2012 the Court declined to grant final approval. In June 2013, the parties reached a revised settlement, which was preliminarily approved by the Court in April 2014. In February 2015, the Court granted the parties’ motion for final approval of the settlement. Several objectors to the settlement appealed the Court’s final approval ruling. Those appeals have been consolidated and will be briefed in 2016. Ticketmaster and its parent, Live Nation, have not acknowledged any violations of law or liability in connection with the matter.

As of December 31, 2015, the Company has accrued $34.9 million, its best estimate of the probable costs associated with the settlement referred to above. The calculation of this liability is based in part upon an estimated redemption rate. Any difference between the Company’s estimated redemption rate and the actual redemption rate it experiences will impact the final settlement amount; however, the Company does not expect this difference to be material.

Other Litigation

From time to time, the Company is involved in other legal proceedings arising in the ordinary course of its business, including proceedings and claims based upon violations of antitrust laws and intellectual property rights, and tortious interference, which could cause the Company to incur significant expenses. The Company has also been the subject of personal injury and wrongful death claims relating to accidents at its venues in connection with its operations. As required, the Company has accrued its estimate of the probable settlement or other losses for the resolution of any outstanding claims. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, including, in some cases, estimated redemption rates for the settlement offered, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings.

NOTE 7—CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Transactions Involving Related Parties

The following table sets forth revenue earned and expenses incurred from the transactions noted below:

	Year Ended December 31,
	2015				2014				2013
	(in thousands)
Related-party revenue	$	109,369			$	3,178			$	6,050
Related-party expenses	$	7,701			$	413			$	5,006

Liberty Media

Two current members of our board of directors were originally nominated by Liberty Media pursuant to a stockholder agreement. These directors receive directors’ fees and stock-based awards on the same basis as other non-employee members of the Company’s board of directors.

The Company provides ticketing services to a sports franchise owned by Liberty Media and pays royalty fees and non-recoupable ticketing contract advances to the sports franchise. The Company also receives transaction fees from the sports franchise for tickets the sports franchise sells using the Company’s ticketing software. From time to time, the Company purchases advertising from a satellite radio company that is a subsidiary of Liberty Media.

Legends

The Company’s Chief Executive Officer became a member of the board of directors of Legends Hospitality Holding Company, LLC (“Legends”) in February 2015. Legends provides concession services to certain of the Company’s owned or operated amphitheaters. The Company receives fees based on concession sales at each of the amphitheaters.

Clear Channel

The Company has a non-employee director who was also a director and executive officer of Clear Channel until July 2013. This director receives directors’ fees and stock-based awards on the same basis as other non-employee members of the Company’s board of directors. From time to time, the Company purchases advertising from Clear Channel and its subsidiaries. The Company also has various lease and licensing agreements with Clear Channel for office space. These transactions are included in the table above through July 2013.

Madison Square Garden

The Company had a non-employee director until February 2013 who is also a director and executive officer of The Madison Square Garden Company (“MSG”) and Cablevision Systems Corporation. This director received directors’ fees and stock-based awards on the same basis as other non-employee members of the Company’s board of directors. From time to time, the Company promotes events at venues owned and/or operated by MSG and pays rental fees and co-promote fees to MSG and its subsidiaries. In addition, the Company provides ticketing services for venues and sports franchises owned or operated by MSG and pays royalty fees and non-recoupable ticketing contract advances to MSG and its subsidiaries. The Company also receives transaction fees from MSG and its subsidiaries for tickets MSG sells using the Company’s ticketing software. Finally, the Company purchases advertising from Cablevision Systems Corporation and its subsidiaries from time to time. All of these transactions are included in the table above through February 2013.

Senior Management

The Company conducts certain transactions in the ordinary course of business with companies that are owned, in part or in total, by certain members of senior management of the Company. These transactions primarily relate to ticketing, security, and other services.

Transactions Involving Equity Method Investees

The Company conducts business with certain of its equity method investees in the ordinary course of business. Transactions relate to venue rentals, management fees and sponsorship revenue. Revenue of $2.8 million, $3.0 million and $2.6 million were earned in 2015, 2014 and 2013, respectively, and expenses of $5.5 million, $5.2 million and $7.5 million were incurred in 2015, 2014 and 2013, respectively, from these equity investees for services rendered or provided in relation to these business ventures.

NOTE 8—INCOME TAXES

Significant components of the provision for income tax expense are as follows:

		Year Ended December 31,
		2015				2014				2013
		(in thousands)
Current:
Federal		$	543			$	17			$	1,238
Foreign		23,811				12,727				41,664
State		7,379				9,550				3,864
Total current		31,733				22,294				46,766
Deferred:
Federal		(355		)		(10,827		)		(852		)
Foreign		(8,278		)		(4,249		)		(14,606		)
State		(978		)		(2,588		)		(430		)
Total deferred		(9,611		)		(17,664		)		(15,888		)
Income tax expense		$	22,122			$	4,630			$	30,878

The domestic loss before income taxes was $21.4 million, $16.2 million and $103.9 million for 2015, 2014 and 2013, respectively. Foreign income (loss) before income taxes was $27.8 million, $(83.6) million and $98.8 million for 2015, 2014 and 2013, respectively.

Significant components of the Company’s deferred tax liabilities and assets are as follows:

		December 31,
		2015				2014
		(in thousands)
Deferred tax liabilities:
Intangible assets		$	209,316			$	232,521
Prepaid expenses		6,429				2,518
Long-term debt		5,644				8,521
Other		20,759				—
Total deferred tax liabilities		242,148				243,560
Deferred tax assets:
Accrued expenses		41,113				59,081
Net operating loss carryforwards		578,805				526,811
Foreign tax credit carryforwards		56,282				55,806
Equity compensation		26,432				9,868
Other		1,949				2,065
Total gross deferred tax assets		704,581				653,631
Valuation allowance		658,104				593,305
Total deferred tax assets		46,477				60,326
Net deferred tax liabilities		$	(195,671	)		$	(183,234	)

The valuation allowance was recorded due to the Company’s uncertainty of the ability to generate sufficient taxable income necessary to realize certain deferred tax assets in future years. If, at a later date, it is determined that due to a change in circumstances, the Company will utilize all or a portion of those deferred tax assets, the Company will reverse the corresponding valuation allowance with the offset to income tax benefit.

During 2015 and 2014, the Company recorded net deferred tax liabilities of $29.2 million and $23.2 million, respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations.

As of December 31, 2015, the Company has United States federal, state and foreign deferred tax assets related to net operating loss carryforwards of $239.2 million, $76.9 million and $262.7 million, respectively. Based on current statutory carryforward periods, these losses will expire on various dates between the years 2025 and 2034. The Company’s federal net operating loss is subject to statutory limitations on the amount that can be used in any given year.

The reconciliation of income tax computed at the United States federal statutory rates to income tax expense (benefit) is:

		Year Ended December 31,
		2015				2014				2013
		(in thousands)
Income tax expense (benefit) at United States statutory rates		$	2,223			$	(34,937	)		$	(1,798	)
State income taxes, net of federal tax benefits		3,959				7,548				2,604
Differences between foreign and United States statutory rates		(5,356		)		(10,735		)		(21,182		)
Non-United States income inclusions and exclusions		1,206				(284		)		15,352
United States income inclusions and exclusions		2,095				(1,396		)		4,881
Nondeductible items		4,736				55,469				7,359
Tax contingencies		2,063				950				697
Tax expense from acquired goodwill		4,483				1,299				913
Tax return to accrual		(551		)		(7,013		)		4,350
Change in valuation allowance		7,116				(7,467		)		14,999
Other, net		148				1,196				2,703
		$	22,122			$	4,630			$	30,878

During 2015, 2014 and 2013, the Company recorded income tax expense of $22.1 million, $4.6 million and $30.9 million, respectively, on income before tax of $6.4 million in 2015, and losses before tax of $99.8 million and $5.1 million in 2014 and 2013, respectively. Income tax expense is principally attributable to the Company’s earnings in foreign tax jurisdictions along with state income taxes. The Company does not record current tax benefits associated with losses from operations within tax jurisdictions where the losses cannot be carried back and/or for which future taxable income cannot be reasonably assured.

Amounts included in differences between foreign and United States statutory rates are impacted by changes in the mix of international earnings subject to various tax rates which can differ greatly in their proximity to the United States statutory rate. In 2015, there was an increase in taxable foreign earnings in jurisdictions whose statutory rates are closer to the United States statutory rate which reduced the amount of this difference as compared to prior years. The differences between statutory rates is also impacted by the Company’s Luxembourg holding company structure and tax rulings received from the Luxembourg tax authorities which include the application of a reduced Luxembourg effective rate to the net income before tax resulting from the Company’s financing activities in Luxembourg.

The non-United States income inclusions and exclusions for 2013 are impacted primarily by taxes on a gain associated with a foreign restructuring that occurred within that year. There were no similar items in 2015 and 2014.

Nondeductible items in 2014 are primarily the Company’s goodwill impairment in its International Concerts reporting unit, which was not deductible for income tax purposes. There were no impairments of goodwill in 2015 or 2013.

In 2014, the Company had higher tax return to accrual impacts from its international operations as compared to 2015 and 2013, primarily related to deductions that were able to be carried back to prior returns and therefore created a tax benefit.

The increase in the change in valuation allowance in 2015 was attributable to an increase in net operating losses in certain international jurisdictions that are fully valued for tax purposes thereby requiring an increase in the valuation allowance. Partially offsetting this expense is a tax benefit from the release of valuation allowances related to deferred tax liabilities associated with 2015 acquisitions in the United States. In 2014, the change in valuation allowance decreased because the tax benefit from the release of valuation allowances associated with acquisitions in the United States was greater than the expense resulting from taxable net operating losses in jurisdictions that are fully valued. In 2013, there were no releases of valuation allowances associated with acquisitions.

The Company regularly assesses the likelihood of additional assessments in each taxing jurisdiction resulting from current and subsequent years’ examinations. Liabilities for income taxes are established for future income tax assessments when it is probable there will be future assessments and the amount thereof can be reasonably estimated. Once established, liabilities for uncertain tax positions are adjusted only when there is more information available or when an event occurs necessitating a change to the liabilities. The Company believes that the resolution of income tax matters for open years will not have a material effect on its consolidated financial statements although the resolution of income tax matters could impact the Company’s effective tax rate for a particular future period.

The tax years 2005 through 2015 remain open to examination by the major tax jurisdictions to which the Company is subject.

At December 31, 2015 and 2014, the Company had $14.0 million and $12.6 million, respectively, of unrecognized tax benefits. All of these unrecognized tax benefits would favorably impact the effective tax rate if recognized at some point in the future. The following table summarizes the activity related to the Company’s unrecognized tax benefits:

		Year Ended December 31,
		2015				2014				2013
		(in thousands)
Balance at January 1		$	12,619			$	12,860			$	15,974
Additions:
Increase for current year positions		1,606				306				396
Increase for prior year positions		274				1,089				800
Decrease for prior year positions		—				—				(75		)
Interest and penalties for prior years		525				511				148
Reductions:
Expiration of applicable statute of limitations		—				(236		)		(572		)
Settlements for prior year positions		(852		)		(1,225		)		(3,212		)
Foreign exchange		(150		)		(686		)		(599		)
Balance at December 31		$	14,022			$	12,619			$	12,860

NOTE 9—EQUITY

Dividends

The Company presently intends to retain future earnings, if any, to finance the expansion of its business. Therefore, it does not expect to pay any cash dividends in the foreseeable future. Moreover, the terms of the Company’s senior secured credit facility limit the amount of funds that the Company will have available to declare and distribute as dividends on its common stock. Payment of future cash dividends, if any, will be at the discretion of the Company’s board of directors in accordance with applicable laws after taking into account various factors, including the financial condition, operating results, current and anticipated cash needs, plans for expansion and contractual restrictions with respect to the payment of dividends.

Common Stock

Issued shares of common stock reported on the balance sheets include 0.9 million and 1.2 million, at December 31, 2015 and 2014, respectively, of unvested restricted stock awards that have not been included in the common shares issued reported on the statements of changes in equity. These shares will be reflected in the statements of changes in equity at the time of vesting.

During 2015, 2014 and 2013, the Company issued 1.6 million, 2.7 million and 10.1 million shares, respectively, of common stock in connection with stock option exercises and vesting of restricted stock awards.

The above shares issued in 2013 include 0.5 million shares of common stock that were issued in connection with the exercise of warrants to purchase the Company’s common stock. The transactions were cashless net exercises resulting in the Company repurchasing 0.4 million of the shares issued which have been recorded in treasury stock at a value of $6.9 million.

Common Stock Reserved for Future Issuance

Common stock of approximately 30.6 million shares as of December 31, 2015 is reserved for future issuances under the stock incentive plan (including 16.3 million options and 0.9 million restricted stock awards currently granted).

Noncontrolling Interests

Common securities held by the noncontrolling interests that do not include put arrangements exercisable outside of the control of the Company are recorded in equity, separate from the Company’s stockholders’ equity.

The purchase or sale of additional ownership in an already controlled subsidiary is recorded as an equity transaction with no gain or loss recognized in net income (loss) or comprehensive income (loss) as long as the subsidiary remains a controlled

subsidiary. In 2015, a subsidiary of the Company exchanged their equity interest in a ticketing business for a noncontrolling interest in the Company’s subsidiary that acquired the remaining equity interest of that ticketing business. In addition, the Company acquired the remaining equity interest in an artist management business in the United Kingdom. In 2014, in connection with the acquisition of an artist management business, the Company exchanged a noncontrolling interest in certain of its existing artist management businesses. In addition, the Company acquired the remaining equity interests in a festival promoter based in Ireland along with other smaller companies. In 2013, the Company acquired the remaining equity interests in a company that owns the 3Arena in Ireland along with other smaller companies. The following schedule reflects the change in ownership interests for these transactions:

	Year Ended December 31,
	2015				2014				2013
	(in thousands)
Net income (loss) attributable to common stockholders of Live Nation	$	(32,508	)		$	(90,807	)		$	(43,378	)
Transfers of noncontrolling interest:
Changes in Live Nation’s additional paid-in capital for purchases of noncontrolling interests, net of transaction costs	(6,555		)		(3,796		)		(17,732		)
Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs	11,899				(11,748		)		—
Net transfers of noncontrolling interest	5,344				(15,544		)		(17,732		)
Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests	$	(27,164	)		$	(106,351	)		$	(61,110	)

Redeemable Noncontrolling Interests

The Company is subject to put arrangements where the holders of the noncontrolling interests can require the Company to repurchase their shares at specified dates in the future or within specified periods in the future. Certain of these puts can be exercised earlier upon the occurrence of triggering events as specified in the agreements. The redemption amounts for these puts are either at a fixed amount, at fair value at the time of exercise or a variable amount based on a formula linked to earnings. In accordance with the FASB guidance for business combinations, the redeemable noncontrolling interests are recorded at their fair value at acquisition date. For puts not at fair value, when these put arrangements are not currently redeemable, the Company accretes up to the estimated redemption value over the period from the date of issuance to the earliest redemption date of the individual puts, with the offset recorded to additional paid-in capital. Decreases in accretion are only recognized to the extent that increases had been previously recognized. The estimated redemption values that are based on a formula linked to future earnings are computed using projected cash flows each reporting period which take into account the current expectations regarding profitability and the timing of revenue-generating events. The balances are reflected in the Company’s balance sheets as redeemable noncontrolling interests outside of permanent equity. The increase during the current year is primarily due to the acquisitions of controlling interests in festival and concert promoter businesses located in the United States.

The Company’s estimate of redemption amounts for puts that are redeemable at fixed or determinable prices on fixed or determinable dates for the years ended December 31, 2016, 2017, 2018, 2019 and 2020 are $11.6 million, $19.9 million, $152.6 million, $61.7 million and $75.5 million, respectively.

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the years ended December 31, 2015, 2014 and 2013:

		Gains and Losses on Cash Flow Hedges				Defined Benefit Pension Items				Foreign Currency Items				Total
		(in thousands)
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		)
Other comprehensive income (loss) before reclassifications		—				223				(41,895		)		(41,672		)
Amount reclassified from AOCI		25				—				—				25
Net other comprehensive income (loss)		25				223				(41,895		)		(41,647		)
Balance at December 31, 2015		$	—			$	(358	)		$	(111,299	)		$	(111,657	)

The realized loss on cash flow hedges reclassified from AOCI consists of one interest rate swap agreement that expired on June 30, 2015.

Earnings per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income per common share adjusts basic net income per common share for the effects of stock options, restricted stock and other potentially dilutive financial instruments only in the periods in which such effect is dilutive. The Company’s convertible senior notes are considered in the calculation of diluted net income per common share, if dilutive.

The calculation of diluted net income per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted stock awards and the assumed conversion of the convertible senior notes where dilutive. For the years ended December 31, 2015, 2014 and 2013 there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net income per common share. The following table shows securities excluded from the calculation of diluted net income per common share because such securities were anti-dilutive:

		Year Ended December 31,
		2015			2014			2013
	(in thousands)
Options to purchase shares of common stock		16,309			16,999			16,628
Restricted stock awards—unvested		861			1,171			2,210
Conversion shares related to convertible senior notes		7,930			7,930			8,105
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		25,100			26,100			26,943

NOTE 10—STOCK-BASED COMPENSATION

In December 2005, the Company adopted its 2005 Stock Incentive Plan, which has been amended and/or restated on several occasions. In connection with the Company’s merger with Ticketmaster, the Company adopted the Amended and Restated Ticketmaster 2008 Stock & Annual Incentive Plan. The plans authorize the Company to grant stock option awards,

director shares, stock appreciation rights, restricted stock and deferred stock awards, other equity-based awards and performance awards. The Company has granted restricted stock awards and options to purchase its common stock to employees, directors and consultants of the Company and its affiliates under the stock incentive plans at no less than the fair market value of the underlying stock on the date of grant. The stock incentive plans contain anti-dilutive provisions that require the adjustment of the number of shares of the Company’s common stock represented by, and the exercise price of, each option for any stock splits or stock dividends.

The following is a summary of stock-based compensation expense recorded by the Company during the respective periods:

	Year Ended December 31,
	2015				2014				2013
	(in thousands)
Selling, general and administrative expenses	$	16,380			$	21,204			$	12,361
Corporate expenses	16,981				17,825				16,054
Total	$	33,361			$	39,029			$	28,415

The increase in stock-based compensation expense for the year ended December 31, 2014 as compared to the prior year is due primarily to 2.3 million options and 0.8 million shares of restricted stock granted to management and directors during 2014, which generally vest over one to four years. In addition, the Company granted other equity awards to employees during 2014, with a grant in the first quarter vesting over four years and a grant in the second quarter vesting at issuance. During 2014, the Company recorded stock-based compensation expense for these other awards of $7.9 million as a component of selling, general and administrative expenses.

As of December 31, 2015, there was $45.5 million of total unrecognized compensation cost related to stock-based compensation arrangements for stock options and restricted stock awards. This cost is expected to be recognized over a weighted-average period of 2.0 years.

Stock Options

Stock options are granted for a term not exceeding ten years and the nonvested options are generally forfeited in the event the employee or director terminates his or her employment or relationship with the Company or one of its affiliates. Any options that have vested at the time of termination are forfeited to the extent they are not exercised within the applicable post-employment exercise period provided in their option agreements. These options vest over two to five years.

The following assumptions were used to calculate the fair value of the Company’s options on the date of grant:

	Year Ended December 31,
	2015			2014			2013
Risk-free interest rate	1.47% - 1.75%			1.67% - 2.0%			1.06% - 1.89%
Dividend yield	0.0	%		0.0	%		0.0	%
Volatility factors	34.2% - 43.4%			42.4% - 47.0%			48.2% - 48.4%
Weighted average expected life (in years)	5.94			6.06			5.87

The following table presents a summary of the Company’s stock options outstanding at, and stock option activity (“Price” reflects the weighted average exercise price per share):

	Year Ended December 31,
	2015							2014							2013
	Options			Price				Options			Price				Options			Price
	(in thousands, except per share data)
Outstanding January 1	16,999			$	13.78			16,628			$	12.68			24,722			$	11.68
Granted	1,667			25.32				2,345			21.03				1,269			13.30
Exercised	(1,098	)		14.50				(1,769	)		12.32				(8,718	)		9.76
Forfeited or expired	(1,259	)		31.58				(205	)		19.58				(645	)		14.93
Outstanding December 31	16,309			$	13.54			16,999			$	13.78			16,628			$	12.68
Exercisable December 31	11,177			$	11.54			10,669			$	13.68			9,443			$	14.94
Weighted average fair value per option granted				$	9.93						$	9.82						$	6.18

The total intrinsic value of stock options exercised during the years ended December 31, 2015, 2014 and 2013 was $14.1 million, $20.2 million and $31.6 million, respectively. Cash received from stock option exercises for the years ended December 31, 2015, 2014 and 2013 was $16.3 million, $21.8 million and $85.1 million, respectively. Through December 31, 2015, no excess tax benefits from the exercise of stock options have been recognized.

There were 13.5 million shares available for future grants under the stock incentive plan at December 31, 2015. Upon share option exercise or vesting of restricted stock, the Company issues new shares or treasury shares to fulfill these grants. Vesting dates on the stock options range from January 2016 to October 2019, and expiration dates range from December 2016 to October 2025 at exercise prices and average contractual lives as follows:

Range of Exercise Prices		Outstanding as of 12/31/15			Weighted Average Remaining Contractual Life		Weighted Average Exercise Price				Exercisable as of 12/31/15			Weighted Average Remaining Contractual Life			Weighted Average Exercise Price
		(in thousands)			(in years)						(in thousands)			(in years)
$2.75 - $4.99		2,269			3.2		$	2.86			2,269			3.2			$	2.86
$5.00 - $9.99		4,933			6.7		$	8.81			3,060			6.7			$	8.82
$10.00 - $14.99		3,222			5.1		$	11.42			3,222			5.1			$	11.42
$15.00 - $19.99		675			3.8		$	18.52			569			3.1			$	18.52
$20.00 - $24.99		3,623			5.5		$	22.45			2,057			3.6			$	23.42
$25.00 - $29.99		1,587			9.1		$	25.35			—			—			$	—

The total intrinsic value of options outstanding and options exercisable as of December 31, 2015 was $400.7 million and $274.6 million, respectively.

Restricted Stock

The Company has granted restricted stock awards to its employees and directors under its stock incentive plans. These common shares carry a legend which restricts their transferability for a term of one to five years and are forfeited in the event the recipient’s employment or relationship with the Company is terminated prior to the lapse of the restriction. In addition, certain restricted stock awards require the Company or the recipient to achieve minimum performance targets or market conditions in order for these awards to vest.

In 2015, the Company granted 0.3 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under the Company’s stock incentive plans. These awards will generally vest over one or four years with the exception of the performance-based awards which will generally vest within two years if the performance criteria are met.

In 2014, the Company granted 0.4 million shares of restricted stock and 0.3 million shares of market-based or performance-based awards under the Company’s stock incentive plans. These awards will all generally vest over one or four years with the exception of the market-based awards which will vest within two years if the performance criteria are met. As of December 31, 2015, the performance or market-based criteria for these awards have been met unless otherwise forfeited.

In 2013, the Company granted 0.1 million shares of restricted stock and 0.4 million shares of market-based or performance-based awards. These awards all vest over four years with the exception of the market-based awards which vest over four years if a specified stock price is achieved over a specified number of consecutive days during the four years and the performance-based awards which vest within two years if the performance criteria are met. As of December 31, 2015, the performance or market-based criteria for these awards have been met unless otherwise forfeited.

The following table presents a summary of the Company’s unvested restricted stock awards outstanding at December 31, 2015, 2014 and 2013 (“Price” reflects the weighted average share price at the date of grant):

	Restricted Stock
	Awards			Price
	(in thousands, except per share data)
Unvested at December 31, 2012	3,202			$	10.32
Granted	548			12.17
Forfeited	(141	)		9.19
Vested	(1,399	)		10.54
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
Granted	456			26.11
Forfeited	(6	)		10.02
Vested	(760	)		14.74
Unvested at December 31, 2015	861			$	22.67

The total grant date fair market value of the shares issued upon the vesting of restricted stock awards during the years ended December 31, 2015, 2014 and 2013 was $11.2 million, $17.9 million and $18.8 million, respectively. As of December 31, 2015, there were 0.2 million restricted stock awards outstanding which require the Company or the recipient to achieve minimum performance targets in order for the awards to vest.

NOTE 11—OTHER INFORMATION

	December 31,
	2015				2014
	(in thousands)
The following details the components of “Other current assets”:
Cash held in escrow	$	1,736			$	1,869
Inventory	14,388				12,824
Other	20,240				11,396
Total other current assets	$	36,364			$	26,089
The following details the components of “Other long-term assets”:
Long-term advances	$	192,311			$	246,461
Investments in nonconsolidated affiliates	81,811				127,222
Other	111,127				100,420
Total other long-term assets	$	385,249			$	474,103
The following details the components of “Accrued expenses”:
Accrued compensation and benefits	$	157,013			$	139,825
Accrued event expenses	170,613				164,474
Accrued insurance	56,279				54,183
Accrued legal	47,740				46,186
Collections on behalf of others	32,140				51,180
Other	222,879				220,032
Total accrued expenses	$	686,664			$	675,880
The following details the components of “Other current liabilities”:
Contingent and deferred purchase consideration	$	16,413			$	1,703
Other	15,589				10,332
Total other current liabilities	$	32,002			$	12,035
The following details the components of “Other long-term liabilities”:
Accrued rent	$	57,041			$	56,027
Deferred revenue	6,128				4,768
Contingent and deferred purchase consideration	44,395				24,248
Other	34,703				27,161
Total other long-term liabilities	$	142,267			$	112,204

NOTE 12—SEGMENT DATA

The Company’s reportable segments are Concerts, Ticketing, Artist Nation and Sponsorship & Advertising. The Concerts segment involves the promotion of live music events globally in the Company’s owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues and the creation of associated content. The Ticketing segment involves the management of the Company’s global ticketing operations, including providing ticketing software and services to clients, ticket resale services and online access for customers relating to ticket and event information, and is responsible for the Company’s primary websites, www.livenation.com and www.ticketmaster.com. The Artist Nation segment provides management services to artists and other services including merchandise sales. The Sponsorship & Advertising segment manages the development of strategic sponsorship programs in addition to the sale of international, national and local sponsorships and placement of advertising including signage, promotional programs, rich media offerings, including advertising associated with live streaming and music-related original content, and ads across the Company’s distribution network of venues, events and websites.

Revenue and expenses earned and charged between segments are eliminated in consolidation. Corporate expenses and all line items below operating income (loss) are managed on a total company basis. The Company’s capital expenditures below include accruals and expenditures funded by outside parties such as landlords or replacements funded by insurance companies.

The Company manages its working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, the Company’s management to allocate resources to or assess performance of the segments, and therefore, total segment assets have not been presented.

There were no customers that individually accounted for more than 10% of the Company’s consolidated revenue in any year.

The following table presents the results of operations for the Company’s reportable segments for the years ending December 31, 2015, 2014 and 2013:

	Concerts				Ticketing				Artist Nation				Sponsorship & Advertising				Other				Corporate				Eliminations				Consolidated
													(in thousands)
2015
Revenue	$	4,964,991			$	1,639,564			$	434,201			$	333,726			$	3,176			$	—			$	(129,927	)		$	7,245,731
Direct operating expenses	4,220,963				808,697				245,781				47,760				1,068				—				(127,796		)		5,196,473
Selling, general and administrative expenses	690,381				487,495				160,176				57,681				2,175				—				—				1,397,908
Depreciation and amortization	146,795				184,129				54,980				9,932				46				3,490				(2,131		)		397,241
Loss on disposal of operating assets	430				26				215				—				—				174				—				845
Corporate expenses	—				—				—				—				—				107,794				—				107,794
Acquisition transaction expenses	11,727				988				1,232				—				—				151				—				14,098
Operating income (loss)	$	(105,305	)		$	158,229			$	(28,183	)		$	218,353			$	(113	)		$	(111,609	)		$	—			$	131,372
Intersegment revenue	$	113,391			$	1,150			$	15,386			$	—			$	—			$	—			$	(129,927	)		$	—
Capital expenditures	$	40,053			$	93,323			$	1,924			$	4,836			$	—			$	5,011			$	—			$	145,147
2014
Revenue	$	4,726,877			$	1,557,254			$	389,437			$	300,279			$	3,171			$	—			$	(110,054	)		$	6,866,964

	Concerts				Ticketing				Artist Nation				Sponsorship & Advertising				Other				Corporate				Eliminations				Consolidated
													(in thousands)
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
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

The following table provides revenue and long-lived assets for the Company’s foreign operations included in the consolidated financial statements:

		United Kingdom Operations				Other Foreign Operations				Total Foreign Operations				Total Domestic Operations				Consolidated Total
		(in thousands)
2015
Revenue		$	672,802			$	1,534,629			$	2,207,431			$	5,038,300			$	7,245,731
Long-lived assets		$	74,517			$	126,194			$	200,711			$	530,571			$	731,282
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

NOTE 13—QUARTERLY RESULTS OF OPERATIONS (Unaudited)

		March 31,								June 30,								September 30,								December 31,
		2015				2014				2015				2014				2015				2014				2015				2014
		(in thousands)
Revenue		$	1,120,312			$	1,127,316			$	1,765,777			$	1,665,785			$	2,622,917			$	2,502,008			$	1,736,725			$	1,571,855
Operating income (loss)		$	(23,935	)		$	(12,308	)		$	42,245			$	55,686			$	153,510			$	150,604			$	(40,448	)		$	(186,818	)
Net income (loss)		$	(66,526	)		$	(30,097	)		$	20,212			$	25,822			$	104,382			$	115,827			$	(73,837	)		$	(216,002	)
Net income (loss) attributable to common stockholders of Live Nation		$	(58,279	)		$	(32,448	)		$	15,056			$	22,934			$	89,049			$	105,163			$	(78,334	)		$	(186,456	)
Basic net income (loss) per common share available to common stockholders of Live Nation		$	(0.31	)		$	(0.17	)		$	0.06			$	0.11			$	0.39			$	0.52			$	(0.47	)		$	(0.94	)
Diluted net income (loss) per common share available to common stockholders of Live Nation		$	(0.31	)		$	(0.17	)		$	0.06			$	0.11			$	0.38			$	0.49			$	(0.47	)		$	(0.94	)

The following summarizes unusual or infrequent items effecting the quarterly results of operations:

2015

The Company recorded remeasurement gains of $10.0 million in the second quarter of 2015 as a component of other expense, net in connection with the consolidation of a festival promotion business and a ticketing company that were previously accounted for as equity investments. See Note 5—Fair Value Measurements for further discussion.

The Company recorded net foreign exchange rate losses of $20.8 million, $10.6 million and $4.1 million in the first, third and fourth quarters of 2015, respectively, as a component of other expense, net.

2014

The Company recorded an impairment charge related to indefinite-lived intangible assets of $6.0 million in the third quarter of 2014 as a component of depreciation and amortization. See Note 2—Long-Lived Assets and Note 5—Fair Value Measurements for further discussion.

The Company recorded impairment charges related to definite-lived intangible assets of $9.3 million in the fourth quarter of 2014 as a component of depreciation and amortization primarily related to intangible assets for client/vendor relationships in the Artist Nation segment and technology in the Ticketing segment. See Note 2—Long-Lived Assets and Note 5—Fair Value Measurements for further discussion.

The Company recorded goodwill impairments of $135.0 million in the fourth quarter of 2014 in connection with its annual impairment tests. See Note 2—Long-Lived Assets and Note 5—Fair Value Measurements for further discussion.

The Company received the final insurance recovery in the second quarter of 2014, related to an amphitheater in New York that sustained damage during Hurricane Sandy in 2012 and recorded a gain of $3.6 million, as a component of gain on disposal of operating assets. See Note 2—Long-Lived Assets for further discussion.

The Company recorded a gain of $17.1 million in the fourth quarter of 2014 as a component of other expense, net in connection with the consolidation of an artist management business that had been previously accounted for as an equity investment, due to a change in the governing agreements.

The Company recorded net foreign exchange rate losses of $12.3 million and $14.3 million in the third and fourth quarters of 2014, respectively, as a component of other expense, net.