(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, 2019, 2018 and 2017 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.
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 (1) | | | | | | Balance at End of Period | | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Year ended December 31, 2017 | | | | | | $ | 29,634 | | | | | $ | 16,664 | | | | | $ | (14,846) | | | | | $ | 1,303 | | | | | $ | 32,755 | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Year ended December 31, 2018 | | | | | | $ | 32,755 | | | | | $ | 21,378 | | | | | $ | (19,777) | | | | | $ | (131) | | | | | $ | 34,225 | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Year ended December 31, 2019 | | | | | | $ | 34,225 | | | | | $ | 24,419 | | | | | $ | (7,968) | | | | | $ | (160) | | | | | $ | 50,516 | | | | | | | | | | | | | | | | | | | | | | | | | |
_________________
(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, 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 | | | | | | | | | | | | | | | | | | | | | | | | | |
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| Year ended December 31, 2019 | | | | | | $ | 530,642 | | | | | $ | 8,536 | | | | | $ | — | | | | | $ | 128,064 | | | | | $ | 667,242 | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) During 2019, 2018 and 2017, 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. The 2019 valuation allowance increased due to increases in fully valued deferred tax assets, primarily net operating loss carryforwards.
(a)3. Those exhibits required by Item 601 of Regulation S-K
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| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | | | | | | | | | | |
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| 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 | | | | | | | | | | | | | | | | | |
| 2.2 | | | Stock Purchase Agreement dated July 24, 2019, by and among Corporación Interamericana de Entretenimiento, S.A.B. de C.V. as Seller, Ticketmaster New Ventures, S. de R.L. de C.V. as Purchaser, Live Nation Entertainment, Inc. as joint obligor of Purchaser, and OCESA Entretenimiento, S.A. de C.V. | | | 10-Q | | | 001-32601 | | | 2.1 | | | 10/31/2019 | | | | | | | | | | | | | | | | | |
| 2.3 | | | Stock Purchase Agreement dated July 24, 2019, by and among Grupo Televisa, S.A.B. and Promo-Industrias Metropolitanas, S.A.de R.L. de C.V., the Sellers, Ticketmaster New Ventures, S. de R.L. de C.V. and Ticketmaster New Ventures Holdings, Inc., the Purchasers, Live Nation Entertainment, Inc. as joint obligor of Purchasers, and OCESA Entretenimiento, S.A. de C.V. | | | 10-Q | | | 001-32601 | | | 2.2 | | | 10/31/2019 | | | | | | | | | | | | | | | | | |
| 3.1 | | | Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc., as amended. | | | 10-K | | | 001-32601 | | | 3.1 | | | 2/25/2010 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 3.3 | | | Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc. | | | 8-K | | | 001-32601 | | | 3.2 | | | 6/7/2013 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 4.2 | | | Form of Certificate of Designations of Series A Junior Participating Preferred Stock. | | | 8-K | | | 001-32601 | | | 4.2 | | | 12/23/2005 | | | | | | | | | | | | | | | | | |
| 4.3 | | | Form of Right Certificate. | | | 8-K | | | 001-32601 | | | 4.3 (Annex B) | | | 12/23/2005 | | | | | | | | | | | | | | | | | |
| 4.4 | | | Description of Securities. | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 10.3 | | | Form of Indemnification Agreement. | | | 10-K | | | 001-32601 | | | 10.23 | | | 2/25/2010 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 10.5 § | | | Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan. | | | S-8 | | | 333-164507 | | | 10.1 | | | 1/26/2010 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 10.7 § | | | 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 | | | | | | | | | | | | | | | | | |
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| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | | | | | | | | | | |
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| 10.8 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.9 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.10 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.11 § | | | Amended and Restated Live Nation, Inc. Stock Bonus Plan. | | | 8-K | | | 001-32601 | | | 10.1 | | | 1/25/2010 | | | | | | | | | | | | | | | | | |
| 10.12 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.13 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.14 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.15 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.16 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.17 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.18 § | | | Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc. and Brian Capo. | | | 10-Q | | | 001-32601 | | | 10.4 | | | 8/7/2008 | | | | | | | | | | | | | | | | | |
| 10.19 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.20 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.21 § | | | 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 | | | | | | | | | | | | | | | | | |
| 10.22 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.23 | | | 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 | | | | | | | | | | | | | | | | | |
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| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | | | | | | | | | | |
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| 10.24 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.25 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.26 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.27 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.28 | | | Amendment No. 6 to the Credit Agreement, dated as of October 17, 2019, 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 | | | | | | | | | | | |
| 10.29 | | | 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
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| | | | | | Incorporated by Reference | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit No. | | | Exhibit Description | | | Form | | | File No. | | | Exhibit No. | | | Filing Date | | | | | | Filed Herewith | | | | | | | | | | | |
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| 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 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 | | | | | | | | | | | | | | | | | |
| 10.38 | | | Eighth Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | |
| 10.39 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.40 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.41 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.42 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.43 | | | Third Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee. | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | |
| 10.44 | | | 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 | | | | | | | | | | | | | | | | | |
| 10.45 | | | First Supplemental Indenture, entered into as of October 17, 2019, among Live Nation Entertainment, Inc., the Guarantors identified therein, and The Bank of New York Mellon Trust Company, N.A., as trustee | | | | | | | | | | | | | | | | | | X | | | | | | | | | | | |
| 10.46 | | | 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 | | | | | | | | | | | | | | | | | |
§ Management contract or compensatory plan or arrangement.
We have not filed long-term debt instruments of our 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, we will furnish a copy of such instruments to the Commission upon request.
(c)1. 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 unaudited financial statements of Venta de Boletos por Computadora S.A. de C.V., for the years ended December 31, 2019 and 2018. We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, 2020.