UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________________
Form 10-K/A
(Amendment No. 1)
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x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018,
or
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¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number 001-32601
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LIVE NATION ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter) |
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Delaware | | 20-3247759 |
(State of Incorporation) | | (I.R.S. Employer Identification No.) |
9348 Civic Center Drive
Beverly Hills, CA 90210
(Address of principal executive offices, including zip code)
(310) 867-7000
(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act: |
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Title of Each Class | Trading Symbol(s) | Name of Each Exchange on which Registered |
Common Stock, $.01 Par Value per Share; Preferred Stock Purchase Rights | LYV | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act:
None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. x Yes ¨ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes x No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | x | | | Accelerated filer | ¨ |
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Non-accelerated filer | ¨ | | | Smaller reporting company | ¨ |
| | | | Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No
On June 30, 2018, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was approximately $6.7 billion. (For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates).
On February 21, 2019, there were 210,898,225 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 2,086,092 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of our Definitive Proxy Statement for the 2019 Annual Meeting of Stockholders, filed on April 22, 2019, were incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 28, 2019.
Explanatory Note
On February 28, 2019, Live Nation Entertainment, Inc. (“Live Nation” or the “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2018.
This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of Live Nation is being filed solely to amend Item 15(c) to include the separate financial statements of Venta de Boletos por Computadora, S.A. de C.V. ("VBC") as required under Rule 3-09 of Regulation S-X. The financial statements of VBC for its fiscal year ended December 31, 2018 were not available at the time the Company filed its Annual Report on Form 10-K. The required financial statements are now provided as Exhibit 99.1 to this Amendment No. 1.
Item 15(c) is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 does not change any other information set forth in the original filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2018. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibit 99.1, a signature page, the accountants’ consent for VBC and certifications required to be filed as exhibits hereto.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
(a)1. Financial Statements.
The following consolidated financial statements are included in Item 8 of the Company’s Annual Report on Form 10-K filed on February 28, 2019:
Consolidated Balance Sheets as of December 31, 2018 and 2017
Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Changes in Equity for the Years Ended December 31, 2018, 2017 and 2016
Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016
Notes to Consolidated Financial Statements
(a)2. Financial Statement Schedule.
The following financial statement schedule for the years ended December 31, 2018, 2017 and 2016 is filed as part of Item 15 of the Company’s Annual Report on Form 10-K filed on February 28, 2019 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 Securities and Exchange Commission 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 this Amendment No. 1 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.
The financial statements included in Exhibit 99.1 for the years ended December 31, 2018, 2017 and 2016 are filed as part of Item 15 of the Company's Annual Report filed on February 28, 2019 and should be read in conjunction with the Company's consolidated financial statements.
EXHIBIT INDEX
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Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
2.1 | | 8-K | 001-32601 | 2.1 | 5/10/2018 | Live Nation | |
3.1 | | 10-K | 001-32601 | 3.1 | 2/25/2010 | Live Nation | |
3.2 | | 8-K | 001-32601 | 3.1 | 6/7/2013 | Live Nation | |
3.3 | | 8-K | 001-32601 | 3.2 | 6/7/2013 | Live Nation | |
4.1 | | 8-K | 001-32601 | 4.1 | 12/24/2015 | Live Nation | |
4.2 | | 8-K | 001-32601 | 4.2 | 12/23/2005 | Live Nation | |
4.3 | | 8-K | 001-32601 | 4.3 (Annex B) | 12/23/2005 | Live Nation | |
10.1 | | 8-K | 001-32601 | 10.2 | 2/13/2009 | Live Nation | |
10.2 | | 8-K | 001-32601 | 10.1 | 1/29/2010 | Live Nation | |
10.3 | | 10-K | 001-32601 | 10.23 | 2/25/2010 | Live Nation | |
10.4 § | | 8-K | 001-32601 | 10.2 | 6/11/2015 | Live Nation | |
10.5 § | | S-8 | 333-164507 | 10.1 | 1/26/2010 | Live Nation | |
10.6 § | | 10-Q | 001-32601 | 10.1 | 11/4/2010 | Live Nation | |
10.7 § | | 8-K | 001-32601 | 10.1 | 6/11/2015 | Live Nation | |
10.8 § | | 10-K | 001-32601 | 10.12 | 2/25/2016 | Live Nation | |
10.9 § | | 10-K | 001-32601 | 10.13 | 2/25/2016 | Live Nation | |
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Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
10.10 § | | 10-K | 001-32601 | 10.14 | 2/25/2016 | Live Nation | |
10.11 § | | 10-K | 001-32601 | 10.15 | 2/25/2016 | Live Nation | |
10.12 § | | 8-K | 001-32601 | 10.1 | 1/25/2010 | Live Nation | |
10.13 § | | 8-K | 001-32601 | 10.1 | 12/18/2017 | Live Nation | |
10.14 § | | 10-K | 001-32601 | 10.2 | 12/18/2017 | Live Nation | |
10.15 § | | 8-K | 001-32601 | 10.1 | 12/20/2017 | Live Nation | |
10.16 § | | 10-K | 001-32601 | 10.2 | 12/18/2017 | Live Nation | |
10.17 § | | 8-K | 001-32601 | 10.3 | 12/20/2017 | Live Nation | |
10.18 § | | 8-K | 001-32601 | 10.4 | 12/20/2017 | Live Nation | |
10.19 § | | 10-Q | 001-32601 | 10.4 | 8/7/2008 | Live Nation | |
10.20 § | | 10-K | 001-32601 | 10.30 | 3/5/2009 | Live Nation | |
10.21 § | | 10-K | 001-32601 | 10.55 | 2/25/2010 | Live Nation | |
10.22 § | | 10-Q | 001-32601 | 10.1 | 8/9/2017 | Live Nation | |
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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 | |
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 | |
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Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
10.29 | | 10-Q | 001-32601 | 10.2 | 11/5/2012 | Live Nation | |
10.30 | | 10-Q | 001-32601 | 10.1 | 7/31/2014 | Live Nation | |
10.31 | | 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 | | 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 | | 10-K | 001-32601 | 10.42 | 2/23/2017 | Live Nation | |
10.36 | | 10-Q | 001-32601 | 10.2 | 5/4/2017 | Live Nation | |
10.37 | | 10-Q | 001-32601 | 10.5 | 5/3/2018 | Live Nation | |
10.38 | | 10-Q | 001-32601 | 10.2 | 7/31/2014 | Live Nation | |
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Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
10.39 | | 10-K | 001-32601 | 10.44 | 2/23/2017 | Live Nation | |
10.40 | | 10-Q | 001-32601 | 10.1 | 5/4/2017 | Live Nation | |
10.41 | | 10-Q | 001-32601 | 10.4 | 5/3/2018 | Live Nation | |
10.42 | | 10-Q | 001-32601 | 10.1 | 5/3/2018 | Live Nation | |
10.43 | | 10-Q | 001-32601 | 10.2 | 5/3/2018 | Live Nation | |
14.1 | | 10-K | 001-32601 | 14.1 | 2/28/2019 | Live Nation | |
21.1 | | 10-K | 001-32601 | 21.1 | 2/28/2019 | Live Nation | |
23.1 | | 10-K | 001-32601 | 23.1 | 2/28/2019 | Live Nation | |
23.2 | | | | | | | X |
24.1 | | 10-K | 001-32601 | | 2/28/2019 | Live Nation | |
31.1 | | | | | | | X |
31.2 | | | | | | | X |
32.1 | | | | | | | X |
32.2 | | | | | | | X |
99.1 | | | | | | | X |
101.INS | XBRL Instance Document. | 10-K | 001-32601 | 101.INS | 2/28/2019 | Live Nation | |
101.SCH | XBRL Taxonomy Schema Document. | 10-K | 001-32601 | 101.SCH | 2/28/2019 | Live Nation | |
101.CAL | XBRL Taxonomy Calculation Linkbase Document. | 10-K | 001-32601 | 101.CAL | 2/28/2019 | Live Nation | |
101.DEF | XBRL Taxonomy Definition Linkbase Document. | 10-K | 001-32601 | 101.DEF | 2/28/2019 | Live Nation | |
101.LAB | XBRL Taxonomy Label Linkbase Document. | 10-K | 001-32601 | 101.LAB | 2/28/2019 | Live Nation | |
101.PRE | XBRL Taxonomy Presentation Linkbase Document. | 10-K | 001-32601 | 101.PRE | 2/28/2019 | Live Nation | |
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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 June 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 |