Not applicable.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
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| 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, 2016 | | $ | 17,168 | | | $ | 16,699 | | | $ | (3,927 | ) | | $ | (306 | ) | (1) | $ | 29,634 | |
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| Year ended December 31, 2017 | | $ | 29,634 | | | $ | 16,664 | | | $ | (14,846 | ) | | $ | 1,303 | | (1) | $ | 32,755 | |
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| Year ended December 31, 2018 | | $ | 32,755 | | | $ | 21,378 | | | $ | (19,777 | ) | | $ | (131 | ) | (1) | $ | 34,225 | |
(1) Foreign currency adjustments and acquisitions.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Deferred Tax Asset Valuation Allowance
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| 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, 2016 | | $ | 658,104 | | | $ | 11,820 | | | $ | — | | | $ | 11,642 | | | $ | 681,566 | |
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| Year ended December 31, 2017 | | $ | 681,566 | | | $ | 18,067 | | | $ | — | | | $ | (103,196 | ) | | $ | 596,437 | |
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| Year ended December 31, 2018 | | $ | 596,437 | | | $ | (8,845 | ) | | $ | — | | | $ | (56,950 | ) | | $ | 530,642 | |
(1) During 2018, 2017 and 2016, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments. The 2017 valuation allowance was also reduced due to the reduction in the federal income tax rate to 21%. This reduced the previously fully valued United States deferred tax asset. The 2018 valuation allowance was also reduced for decreases in fully valued deferred tax assets, primarily United States foreign tax credits utilized to offset the transition tax liability under the provisions of the TCJA and declining net operating loss carryforwards due to improved profitability.
EXHIBIT INDEX
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| | Incorporated by Reference | | | | | |
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 2.1 | Share Subscription Agreement and Other Covenants entered into as of May 1, 2018, by and among Live Nation Entertainment, Inc., Live Nation International Holdings B.V., Rock City, S.A., and Roberto Medina and certain other shareholders of Rock City, S.A. | 8-K | 001-32601 | 2.1 | 5/10/2018 | Live Nation | |
| 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 | 4.3 (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 | Form of Indemnification Agreement. | 10-K | 001-32601 | 10.23 | 2/25/2010 | Live Nation | |
| 10.4 § | 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 | |
| 10.5 § | Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | S-8 | 333-164507 | 10.1 | 1/26/2010 | Live Nation | |
| 10.6 § | 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 | |
| 10.7 § | 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 | |
| 10.8 § | 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 | |
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| | Incorporated by Reference | | | | | |
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 10.9 § | 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 | |
| 10.10 § | 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 | |
| 10.11 § | 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 | |
| 10.12 § | Amended and Restated Live Nation, Inc. Stock Bonus Plan. | 8-K | 001-32601 | 10.1 | 1/25/2010 | Live Nation | |
| 10.13 § | Employment Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc. and Michael Rapino. | 8-K | 001-32601 | 10.1 | 12/18/2017 | Live Nation | |
| 10.14 § | Performance Share Award Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc. and Michael Rapino. | 10-K | 001-32601 | 10.2 | 12/18/2017 | Live Nation | |
| 10.15 § | Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Joe Berchtold. | 8-K | 001-32601 | 10.1 | 12/20/2017 | Live Nation | |
| 10.16 § | Performance Share Award Agreement entered into December 19, 2017, by and between Live Nation Entertainment, Inc. and Joe Berchtold. | 8-K | 001-32601 | 10.2 | 12/20/2017 | Live Nation | |
| 10.17 § | Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Michael Rowles. | 8-K | 001-32601 | 10.3 | 12/20/2017 | Live Nation | |
| 10.18 § | Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Elizabeth K. (Kathy) Willard. | 8-K | 001-32601 | 10.4 | 12/20/2017 | Live Nation | |
| 10.19 § | 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 | |
| 10.20 § | 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 | |
| 10.21 § | 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 | |
| 10.22 § | Third Amendment to Confirmation of Employment and Compensation Arrangement, effective January 1, 2017, by and between Live Nation Worldwide, Inc. and Brian J. Capo. | 10-Q | 001-32601 | 10.1 | 8/9/2017 | Live Nation | |
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| | 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. | 10-K | 001-32601 | 10.26 | 2/23/2017 | Live Nation | |
| 10.27 | Amendment No. 4 to the Credit Agreement, dated June 27, 2017, entered into by 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. | 10-Q | 001-32601 | 10.2 | 8/9/2017 | Live Nation | |
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| | Incorporated by Reference | | | | | |
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 10.28 | Amendment No. 5 to the Credit Agreement, dated as of March 28, 2018, 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. | 10-Q | 001-32601 | 10.3 | 5/3/2018 | Live Nation | |
| 10.29 | 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 | |
| 10.30 | 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 | |
| 10.31 | 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 | |
| 10.32 | 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 | 2/26/2015 | Live Nation | |
| 10.33 | 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 | |
| 10.34 | 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 | |
| 10.35 | 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. | 10-K | 001-32601 | 10.42 | 2/23/2017 | Live Nation | |
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| | Incorporated by Reference | | | | | |
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 10.36 | Sixth Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.2 | 5/4/2017 | Live Nation | |
| 10.37 | Seventh Supplemental Indenture, entered into as of March 20, 2018, among Live Nation Entertainment, Inc., the Guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.5 | 5/3/2018 | Live Nation | |
| 10.38 | 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 | |
| 10.39 | 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. | 10-K | 001-32601 | 10.44 | 2/23/2017 | Live Nation | |
| 10.40 | First Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.1 | 5/4/2017 | Live Nation | |
| 10.41 | Second Supplemental Indenture, entered into as of March 20, 2018, among Live Nation Entertainment, Inc., the Guarantors identified therein, and the Bank of New York Mellon Trust Company, N.A., as trustee. | 10-Q | 001-32601 | 10.4 | 5/3/2018 | Live Nation | |
| 10.42 | Indenture, dated as of March 20, 2018, 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 | 5/3/2018 | Live Nation | |
| 10.43 | Indenture, dated as of March 20, 2018, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee. | 10-Q | 001-32601 | 10.2 | 5/3/2018 | Live Nation | |
| 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 |
| 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 |
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| | Incorporated by Reference | | | | | |
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| 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 |
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| § | 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 28, 2019.
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| LIVE NATION ENTERTAINMENT, INC. | |
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| 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.
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| Name | | Title | | Date |
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| /s/ Michael Rapino Michael Rapino | | President, Chief Executive Officer and Director | | February 28, 2019 |
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| /s/ Kathy Willard Kathy Willard | | Chief Financial Officer | | February 28, 2019 |
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| /s/ Brian Capo Brian Capo | | Chief Accounting Officer | | February 28, 2019 |
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| /s/ Mark Carleton Mark Carleton | | Director | | February 28, 2019 |
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| /s/ Maverick Carter Maverick Carter | | Director | | February 28, 2019 |
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| /s/ Ariel Emanuel Ariel Emanuel | | Director | | February 28, 2019 |
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| /s/ Robert Ted Enloe, III Robert Ted Enloe, III | | Director | | February 28, 2019 |
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| /s/ Ping Fu Ping Fu | | Director | | February 28, 2019 |
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| /s/ Jeffrey T. Hinson Jeffrey T. Hinson | | Director | | February 28, 2019 |
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| /s/ Jimmy Iovine Jimmy Iovine | | Director | | February 28, 2019 |
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| /s/ James S. Kahan James S. Kahan | | Director | | February 28, 2019 |
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| /s/ Gregory B. Maffei Gregory B. Maffei | | Director | | February 28, 2019 |
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| /s/ Randall T. Mays Randall T. Mays | | Director | | February 28, 2019 |
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| /s/ Mark S. Shapiro Mark S. Shapiro | | Director | | February 28, 2019 |
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| /s/ Dana Walden Dana Walden | | Director | | February 28, 2019 |