Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
23K characters. Original on sec.gov · Markdown
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)1. Financial Statements.
The following consolidated financial statements are included in Item 8:
(a)2. Financial Statement Schedule.
The following financial statement schedule for the years ended December 31, 2016, 2015 and 2014 is filed as part of this report and should be read in conjunction with the consolidated financial statements.
Schedule II Valuation and Qualifying Accounts
All other schedules for which provision is made in the applicable accounting regulation of the SEC are not required under the related instructions or are inapplicable, and therefore have been omitted.
(a)3. Exhibits.
The information in the Exhibit Index of the Annual Report on Form 10-K is incorporated into this Item 15.(a)3 by reference.
(c) Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons.
Under Rule 3-09 of Regulation S-X, we are required to file separate audited financial statements of Venta de Boletos por Computadora S.A. de C.V., for the years ended December 31, 2016 and 2015. We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, 2017.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
| Description | Balance at Beginning of Period | Charges of Costs, Expenses and Other | Write-off of Accounts Receivable | Other | Balance at End of Period | |||||||||||||||
| (in thousands) | ||||||||||||||||||||
| Year ended December 31, 2014 | $ | 19,850 | $ | 3,684 | $ | (4,763 | ) | $ | (1,282 | ) | (1) | $ | 17,489 | |||||||
| Year ended December 31, 2015 | $ | 17,489 | $ | 19,525 | $ | (18,703 | ) | $ | (1,143 | ) | (1) | $ | 17,168 | |||||||
| Year ended December 31, 2016 | $ | 17,168 | $ | 16,699 | $ | (3,927 | ) | $ | (306 | ) | (1) | $ | 29,634 |
(1) Foreign currency adjustments and acquisitions.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Deferred Tax Asset Valuation Allowance
| Description | Balance at Beginning of Period | Charges of Costs, Expenses and Other | Deletions | Other (1) | Balance at End of Period | ||||||||||||||||
| (in thousands) | |||||||||||||||||||||
| Year ended December 31, 2014 | $ | 580,594 | $ | (6,168 | ) | $ | — | $ | 18,879 | $ | 593,305 | ||||||||||
| Year ended December 31, 2015 | $ | 593,305 | $ | 7,116 | $ | — | $ | 57,683 | $ | 658,104 | |||||||||||
| Year ended December 31, 2016 | $ | 658,104 | $ | 11,820 | $ | — | $ | 11,642 | $ | 681,566 |
(1) During 2016, 2015 and 2014, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.
EXHIBIT INDEX
| Incorporated by Reference | |||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 3.1 | Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended. | 10-K | 001-32601 | 3.1 | 2/25/2010 | Live Nation | |
| 3.2 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc. | 8-K | 001-32601 | 3.1 | 6/7/2013 | Live Nation | |
| 3.3 | Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc. | 8-K | 001-32601 | 3.2 | 6/7/2013 | Live Nation | |
| 4.1 | Amended and Restated Rights Agreement, dated as of December 18, 2015, between Live Nation Entertainment, Inc. and Computershare Inc. | 8-K | 001-32601 | 4.1 | 12/24/2015 | Live Nation | |
| 4.2 | Form of Certificate of Designations of Series A Junior Participating Preferred Stock. | 8-K | 001-32601 | 4.2 | 12/23/2005 | Live Nation | |
| 4.3 | Form of Right Certificate. | 8-K | 001-32601 | 4.1 (Annex B) | 12/23/2005 | Live Nation | |
| 10.1 | Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc. | 8-K | 001-32601 | 10.2 | 2/13/2009 | Live Nation | |
| 10.2 | Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC. | 8-K | 001-32601 | 10.1 | 1/29/2010 | Live Nation | |
| 10.3 | Tax Matters Agreement, dated December 21, 2005, among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc. | 8-K | 001-32601 | 10.2 | 12/23/2005 | Live Nation | |
| 10.4 | Tax Sharing Agreement, dated August 20, 2008, among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. | 8-K | 001-34064 | 10.2 | 8/25/2008 | Ticketmaster | |
| 10.5 | Form of Indemnification Agreement. | 10-K | 001-32601 | 10.23 | 2/25/2010 | Live Nation | |
| 10.6 § | Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. | 8-K | 001-32601 | 10.2 | 6/11/2015 | Live Nation | |
| 10.7 § | Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | S-8 | 333-164507 | 10.1 | 1/26/2010 | Live Nation | |
| 10.8 § | Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | 10-Q | 001-32601 | 10.1 | 11/4/2010 | Live Nation | |
| 10.9 § | Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of March 19, 2015. | 8-K | 001-32601 | 10.1 | 6/11/2015 | Live Nation |
| Incorporated by Reference | |||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 10.10 § | Form Stock Option Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. | 10-K | 001-32601 | 10.12 | 2/25/2016 | Live Nation | |
| 10.11 § | Form Restricted Stock Agreement for the Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015. | 10-K | 001-32601 | 10.13 | 2/25/2016 | Live Nation | |
| 10.12 § | Form Stock Option Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | 10-K | 001-32601 | 10.14 | 2/25/2016 | Live Nation | |
| 10.13 § | Form Restricted Stock Agreement for the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | 10-K | 001-32601 | 10.15 | 2/25/2016 | Live Nation | |
| 10.14 § | Amended and Restated Live Nation, Inc. Stock Bonus Plan. | 8-K | 001-32601 | 10.1 | 1/25/2010 | Live Nation | |
| 10.15 § | Employment Agreement, dated October 21, 2009, among Live Nation, Inc., Live Nation Worldwide, Inc. and Michael Rapino. | 8-K | 001-32601 | 10.1 | 10/22/2009 | Live Nation | |
| 10.16 § | First Amendment to Employment Agreement, dated December 27, 2012 by and between Live Nation Entertainment, Inc. and Michael Rapino. | 10-K | 001-32601 | 10.29 | 2/26/2013 | Live Nation | |
| 10.17 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold. | 10-K | 001-32601 | 10.24 | 2/24/2014 | Live Nation | |
| 10.18 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Michael Rowles. | 10-K | 001-32601 | 10.17 | 2/24/2014 | Live Nation | |
| 10.19 § | Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Kathy Willard. | 10-K | 001-32601 | 10.19 | 2/24/2014 | Live Nation | |
| 10.20 § | Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc. and Brian Capo. | 10-Q | 001-32601 | 10.4 | 8/7/2008 | Live Nation | |
| 10.21 § | First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. and Brian Capo. | 10-K | 001-32601 | 10.30 | 3/5/2009 | Live Nation | |
| 10.22 § | Second Amendment to Employment Agreement, effective October 22, 2009, between Live Nation Worldwide, Inc. and Brian Capo. | 10-K | 001-32601 | 10.55 | 2/25/2010 | Live Nation |
| Incorporated by Reference | |||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 10.23 | Credit Agreement entered into as of May 6, 2010, among Live Nation Entertainment, Inc., the Foreign Borrowers party thereto, the Guarantors identified therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent and J.P. Morgan Europe Limited, as London Agent. | 10-Q | 001-32601 | 10.4 | 8/5/2010 | Live Nation | |
| 10.24 | Amendment No. 1, to the Credit Agreement, dated as of June 29, 2012, entered into by and among Live Nation Entertainment, Inc., the relevant Credit Parties identified therein, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders. | 10-Q | 001-32601 | 10.2 | 8/7/2012 | Live Nation | |
| 10.25 | Amendment No. 2 to the Credit Agreement, dated as of August 16, 2013, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent. | 10-Q | 001-32601 | 10.2 | 5/6/2014 | Live Nation | |
| 10.26 | Amendment No. 3 to the Credit Agreement, dated as of October 31, 2016, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto. | X | |||||
| 10.27 | Incremental Term Loan Joinder Agreement No. 1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorganChase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein. | 10-Q | 001-32601 | 10.2 | 11/5/2012 | Live Nation | |
| 10.28 | Indenture, dated August 20, 2012, by and among Live Nation Entertainment, Inc., the Guarantors defined therein, and the Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 11/5/2012 | Live Nation |
| Incorporated by Reference | |||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 10.29 | First Supplemental Indenture, entered into as of October 4, 2012, among Live Nation Entertainment, Inc., the Guarantors listed in Appendix I attached thereto, Live Nation UshTours (USA), LLC, and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.3 | 11/5/2012 | Live Nation | |
| 10.30 | Second Supplemental Indenture, entered into as of August 13, 2013, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 8-K | 001-32601 | 10.1 | 8/16/2013 | Live Nation | |
| 10.31 | Third Supplemental Indenture, dated as of February 6, 2014 among Live Nation Entertainment, Inc., BigChampagne, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 5/6/2014 | Live Nation | |
| 10.32 | Fourth Supplemental Indenture, dated as of May 27, 2014, among Live Nation Entertainment, Inc., Reigndeer Entertainment Corp., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.3 | 7/31/2014 | Live Nation | |
| 10.33 | Fifth Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.2 | 10/30/2014 | Live Nation | |
| 10.34 | Sixth Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-K | 001-32601 | 10.3 | 2/26/2014 | Live Nation | |
| 10.35 | Seventh Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the existing Guarantors Party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.2 | 4/30/2015 | Live Nation | |
| 10.36 | Eight Supplemental Indenture, dated as of August 13, 2015, among Live Nation Entertainment, Inc., the guarantors listed in Appendix I thereto, FG Acquisition Co, LLC, Front Gate Holdings, LLC, and Front Gate Ticketing Solutions, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.2 | 10/29/2015 | Live Nation |
| Incorporated by Reference | |||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 10.37 | Indenture, dated as of May 23, 2014, among Live Nation Entertainment, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 7/31/2014 | Live Nation | |
| 10.38 | First Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 10/30/2014 | Live Nation | |
| 10.39 | Second Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO, Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-K | 001-32601 | 10.33 | 2/26/2014 | Live Nation | |
| 10.40 | Third Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 4/30/2015 | Live Nation | |
| 10.41 | Fourth Supplemental Indenture, dated as of August 13, 2015, among Live Nation Entertainment, Inc., the guarantors listed in Appendix I thereto, FG Acquisition Co, LLC, Front Gate Holdings, LLC and Front Gate Ticketing Solutions, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.2 | 10/29/2015 | Live Nation | |
| 10.42 | Fifth Supplemental Indenture, dated as of October 31, 2016 among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | X | |||||
| 10.43 | Indenture, dated as of May 23, 2014, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee. | 10-Q | 001-32601 | 10.2 | 7/31/2014 | Live Nation | |
| 10.44 | Indenture, dated as of October 31, 2016, by and among Live Nation Entertainment, Inc. the Guarantors defined therein and The Bank of New York Mellon Trust Company, N.A., as trustee. | X | |||||
| 12.1 | Computation of Ratio of Earnings to Fixed Charges. | X | |||||
| 14.1 | Code of Business Conduct and Ethics. | X | |||||
| 21.1 | Subsidiaries of the Company. | X | |||||
| 23.1 | Consent of Ernst & Young LLP. | X | |||||
| 24.1 | Power of Attorney (see signature page). | X |
| Incorporated by Reference | |||||||
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 31.1 | Certification of Chief Executive Officer. | X | |||||
| 31.2 | Certification of Chief Financial Officer. | X | |||||
| 32.1 | Section 1350 Certification of Chief Executive Officer. | X | |||||
| 32.2 | Section 1350 Certification of Chief Financial Officer. | X | |||||
| 101.INS | XBRL Instance Document. | X | |||||
| 101.SCH | XBRL Taxonomy Schema Document. | X | |||||
| 101.CAL | XBRL Taxonomy Calculation Linkbase Document. | X | |||||
| 101.DEF | XBRL Taxonomy Definition Linkbase Document. | X | |||||
| 101.LAB | XBRL Taxonomy Label Linkbase Document. | X | |||||
| 101.PRE | XBRL Taxonomy Presentation Linkbase Document. | X |
| § | Management contract or compensatory plan or arrangement. |
The Company has not filed long-term debt instruments of its subsidiaries where the total amount under such instruments is less than ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. However, the Company will furnish a copy of such instruments to the Commission upon request.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 23, 2017.
| LIVE NATION ENTERTAINMENT, INC. | |
| By: | /s/ Michael Rapino |
| Michael Rapino | |
| President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Michael Rapino and Kathy Willard, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Michael Rapino Michael Rapino | President and Chief Executive Officer and Director | February 23, 2017 | ||
| /s/ Kathy Willard Kathy Willard | Chief Financial Officer | February 23, 2017 | ||
| /s/ Brian Capo Brian Capo | Chief Accounting Officer | February 23, 2017 | ||
| /s/ Mark Carleton Mark Carleton | Director | February 23, 2017 | ||
| /s/ Jonathan Dolgen Jonathan Dolgen | Director | February 23, 2017 | ||
| /s/ Ariel Emanuel Ariel Emanuel | Director | February 23, 2017 | ||
| /s/ Robert Ted Enloe, III Robert Ted Enloe, III | Director | February 23, 2017 | ||
| /s/ Jeffrey T. Hinson Jeffrey T. Hinson | Director | February 23, 2017 | ||
| /s/ Jimmy Iovine Jimmy Iovine | Director | February 23, 2017 | ||
| /s/ Margaret L. Johnson Margaret L. Johnson | Director | February 23, 2017 | ||
| /s/ James S. Kahan James S. Kahan | Director | February 23, 2017 | ||
| /s/ Gregory B. Maffei Gregory B. Maffei | Director | February 23, 2017 | ||
| /s/ Randall T. Mays Randall T. Mays | Director | February 23, 2017 | ||
| /s/ Mark S. Shapiro Mark S. Shapiro | Director | February 23, 2017 |
Previous: Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES