Edgar Filing: Live Nation Entertainment, Inc.

LYV-2015.6.30-10Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________

Form 10-Q

____________________________________



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2015



¨	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

____________________________________

LIVE NATION ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

____________________________________



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)

____________________________________

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	¨

Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	¨

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 August 4, 2015, there were 202,362,219 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 938,389 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.

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LIVE NATION ENTERTAINMENT, INC.

INDEX TO FORM 10-Q



		Page
PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements	2
	Consolidated Balance Sheets (Unaudited) as of June 30, 2015 and December 31, 2014	2
	Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2015 and 2014	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and six months ended June 30, 2015 and 2014	4
	Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2015 and 2014	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	36
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 5.	Other Information	37
Item 6.	Exhibits	37

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LIVE NATION ENTERTAINMENT, INC.

GLOSSARY OF KEY TERMS



AOCI	Accumulated other comprehensive income (loss)
AOI	Adjusted operating income (loss)
Company	Live Nation Entertainment, Inc. and subsidiaries
FASB	Financial Accounting Standards Board
GAAP	United States Generally Accepted Accounting Principles
Live Nation	Live Nation Entertainment, Inc. and subsidiaries
SEC	United States Securities and Exchange Commission
Ticketmaster	For periods prior to May 6, 2010, Ticketmaster means Ticketmaster Entertainment LLC and its predecessor companies (including without limitation Ticketmaster Entertainment, Inc.); for periods on and after May 6, 2010, Ticketmaster means the Ticketmaster ticketing business of the Company

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



	June 30, 2015			December 31, 2014
				(as adjusted)
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	1,525,819		$	1,382,029
Accounts receivable, less allowance of $18,671 and $17,489, respectively	524,227			419,301
Prepaid expenses	655,805			440,272
Other current assets	46,897			26,089
Total current assets	2,752,748			2,267,691
Property, plant and equipment
Land, buildings and improvements	816,708			808,116
Computer equipment and capitalized software	456,949			454,925
Furniture and other equipment	228,297			209,624
Construction in progress	107,751			78,111
	1,609,705			1,550,776
Less accumulated depreciation	907,942			855,439
	701,763			695,337
Intangible assets
Definite-lived intangible assets, net	785,086			682,713
Indefinite-lived intangible assets	369,522			369,480
Goodwill	1,619,123			1,479,037
Other long-term assets	485,274			474,103
Total assets	$	6,713,516		$	5,968,361
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	722,720		$	658,108
Accounts payable	86,087			74,151
Accrued expenses	635,490			675,880
Deferred revenue	1,201,446			543,122
Current portion of long-term debt, net	57,289			47,443
Other current liabilities	24,248			12,035
Total current liabilities	2,727,280			2,010,739
Long-term debt, net	1,973,173			1,995,957
Long-term deferred income taxes	194,607			196,759
Other long-term liabilities	128,346			112,204
Commitments and contingent liabilities
Redeemable noncontrolling interests	245,545			168,855
Stockholders’ equity
Common stock	2,016			2,004
Additional paid-in capital	2,430,002			2,414,428
Accumulated deficit	(1,085,826		)	(1,042,603		)
Cost of shares held in treasury	(6,865		)	(6,865		)
Accumulated other comprehensive loss	(87,931		)	(70,010		)
Total Live Nation stockholders’ equity	1,251,396			1,296,954
Noncontrolling interests	193,169			186,893
Total equity	1,444,565			1,483,847
Total liabilities and equity	$	6,713,516		$	5,968,361

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(in thousands except share and per share data)
Revenue	$	1,765,777		$	1,665,785		$	2,886,089		$	2,793,101
Operating expenses:
Direct operating expenses	1,279,099			1,184,696			2,000,388			1,915,847
Selling, general and administrative expenses	326,839			325,925			641,384			628,330
Depreciation and amortization	88,571			76,219			173,112			158,807
Gain on disposal of operating assets	(76		)	(3,787		)	(37		)	(3,281		)
Corporate expenses	26,342			25,717			50,702			46,891
Acquisition transaction expenses	2,757			1,329			2,230			3,129
Operating income	42,245			55,686			18,310			43,378
Interest expense	25,650			27,590			51,013			52,082
Interest income	(394		)	(1,146		)	(1,959		)	(1,812		)
Equity in losses (earnings) of nonconsolidated affiliates	367			(960		)	(2,613		)	(3,766		)
Other expense (income), net	(8,500		)	(330		)	12,528			(1,506		)
Income (loss) before income taxes	25,122			30,532			(40,659		)	(1,620		)
Income tax expense	4,910			4,710			5,655			2,655
Net income (loss)	20,212			25,822			(46,314		)	(4,275		)
Net income (loss) attributable to noncontrolling interests	5,156			2,888			(3,091		)	5,239
Net income (loss) attributable to common stockholders of Live Nation	$	15,056		$	22,934		$	(43,223	)	$	(9,514	)

Basic and diluted net income (loss) per common share available to common stockholders of Live Nation	$	0.06		$	0.11		$	(0.25	)	$	(0.06	)

Weighted average common shares outstanding:
Basic	200,767,811			198,701,762			200,463,314			198,282,044
Diluted	208,778,589			205,989,271			200,463,314			198,282,044

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(in thousands)
Net income (loss)	$	20,212		$	25,822		$	(46,314	)	$	(4,275	)
Other comprehensive income (loss), net of tax:
Unrealized loss on cash flow hedges	(182		)	(5		)	—			(8		)
Realized loss on cash flow hedges	12			16			25			33
Change in funded status of defined benefit pension plan	108			—			113			30
Foreign currency translation adjustments	26,609			9,324			(18,059		)	19,143
Comprehensive income (loss)	46,759			35,157			(64,235		)	14,923
Comprehensive income (loss) attributable to noncontrolling interests	5,156			2,888			(3,091		)	5,239
Comprehensive income (loss) attributable to common stockholders of Live Nation	$	41,603		$	32,269		$	(61,144	)	$	9,684

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)



	Six Months Ended June 30,
	2015			2014
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(46,314	)	$	(4,275	)
Reconciling items:
Depreciation	63,705			61,906
Amortization	109,407			96,901
Deferred income tax benefit	(1,415		)	(12,064		)
Amortization of debt issuance costs, discounts and premium, net	5,301			10,101
Non-cash compensation expense	17,562			22,568
Gain on disposal of operating assets	(37		)	(3,281		)
Equity in losses (earnings) of nonconsolidated affiliates, net of distributions	3,732			(1,930		)
Other, net	(4,189		)	248
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(122,058		)	(126,528		)
Increase in prepaid expenses	(268,937		)	(295,818		)
Increase in other assets	(48,629		)	(30,609		)
Increase in accounts payable, accrued expenses and other liabilities	28,614			114,764
Increase in deferred revenue	620,412			508,323
Net cash provided by operating activities	357,154			340,306
CASH FLOWS FROM INVESTING ACTIVITIES
Collections and advances of notes receivable, net	(14,136		)	(3,429		)
Investments made in nonconsolidated affiliates	(11,023		)	(1,512		)
Purchases of property, plant and equipment	(67,344		)	(66,388		)
Cash paid for acquisitions, net of cash acquired	(69,244		)	(24,518		)
Other, net	(2,194		)	366
Net cash used in investing activities	(163,941		)	(95,481		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	101			514,612
Payments on long-term debt	(17,170		)	(15,126		)
Contributions from noncontrolling interests	—			81
Distributions to noncontrolling interests	(9,370		)	(18,036		)
Purchases and sales of noncontrolling interests, net	(9,491		)	(3,528		)
Proceeds from exercise of stock options	13,015			11,737
Payments for deferred and contingent consideration	(4,125		)	(5,541		)
Net cash provided by (used in) financing activities	(27,040		)	484,199
Effect of exchange rate changes on cash and cash equivalents	(22,383		)	13,478
Net increase in cash and cash equivalents	143,790			742,502
Cash and cash equivalents at beginning of period	1,382,029			1,299,184
Cash and cash equivalents at end of period	$	1,525,819		$	2,041,686

See Notes to Consolidated Financial Statements

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LIVE NATION ENTERTAINMENT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION

Preparation of Interim Financial Statements

The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown.

The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2014 Annual Report on Form 10-K filed with the SEC on February 26, 2015, as amended by the Form 10-K/A filed with the SEC on June 30, 2015.

Seasonality

Due to the seasonal nature of shows at outdoor amphitheaters and festivals, which primarily occur from May through September, 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 September 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. Therefore, the results to date are not necessarily indicative of the results expected for the full year.

Cash and Cash Equivalents

Included in the June 30, 2015 and December 31, 2014 cash and cash equivalents balance is $618.3 million and $533.8 million, respectively, of cash received that includes the face value of tickets sold on behalf of ticketing clients and their share of service charges, which amounts are to be remitted to the clients.

Acquisitions

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

Reclassifications

Certain reclassifications have been made to the prior year consolidated financial statements to conform to the 2015 presentation. The Company has 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 on January 1, 2015. See “—Reclassifications” above for discussion of the impact of implementation.

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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 and interim periods beginning after December 15, 2016, and early adoption of the standard is not permitted. 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. In July 2015, the FASB affirmed its proposal to defer the effective date of the new revenue recognition standard by one year. The FASB also affirmed its proposal to allow early adoption of the standard, but not before the original effective date. Assuming final guidance is issued deferring the effective date, 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 and interim periods beginning after December 15, 2015, 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 standard on January 1, 2016, 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 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 and interim periods beginning after December 15, 2015, and early adoption is permitted. The guidance should be applied either using a modified retrospective approach or retrospectively. The Company will adopt this standard on January 1, 2016, 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.

NOTE 2—LONG-LIVED ASSETS

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.

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The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the six months ended June 30, 2015:



	Revenue- generating contracts			Client / vendor relationships			Non-compete agreements			Venue management and leaseholds			Technology			Trademarks and naming rights			Other			Total
	(in thousands)
Balance as of December 31, 2014:
Gross carrying amount	$	635,127		$	355,992		$	123,552		$	83,322		$	15,330		$	24,266		$	3,581		$	1,241,170
Accumulated amortization	(272,071		)	(123,195		)	(98,512		)	(50,490		)	(4,246		)	(8,701		)	(1,242		)	(558,457		)
Net	363,056			232,797			25,040			32,832			11,084			15,565			2,339			682,713
Gross carrying amount:
Acquisitions— current year	115,097			15,000			—			—			17,950			42,470			—			190,517
Acquisitions— prior year	(4,246		)	(1,523		)	1,500			—			11			—			—			(4,258		)
Foreign exchange	(7,470		)	(4,124		)	—			(341		)	143			(203		)	—			(11,995		)
Other ⁽¹⁾	(16,473		)	(2,655		)	—			(6,212		)	—			(9		)	—			(25,349		)
Net change	86,908			6,698			1,500			(6,553		)	18,104			42,258			—			148,915
Accumulated amortization:
Amortization	(36,676		)	(25,371		)	(5,904		)	(4,506		)	(1,761		)	(1,718		)	(194		)	(76,130		)
Foreign exchange	2,839			961			—			333			(39		)	182			—			4,276
Other ⁽¹⁾	16,473			2,655			—			6,172			—			12			—			25,312
Net change	(17,364		)	(21,755		)	(5,904		)	1,999			(1,800		)	(1,524		)	(194		)	(46,542		)
Balance as of June 30, 2015:
Gross carrying amount	722,035			362,690			125,052			76,769			33,434			66,524			3,581			1,390,085
Accumulated amortization	(289,435		)	(144,950		)	(104,416		)	(48,491		)	(6,046		)	(10,225		)	(1,436		)	(604,999		)
Net	$	432,600		$	217,740		$	20,636		$	28,278		$	27,388		$	56,299		$	2,145		$	785,086

_________


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

Included in the current year acquisitions amount above of $190.5 million are intangibles for revenue-generating contracts and trademarks and naming rights primarily associated with the acquisitions of controlling interests in two festival promoters located in the United States and the acquisition of a ticketing business located in the United States previously accounted for under the equity method.

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



	Weighted- Average Life (years)

Revenue-generating contracts	9
Client/vendor relationships	8
Technology	10
Trademarks and naming rights	10
All categories	9

Amortization of definite-lived intangible assets for the three months ended June 30, 2015 and 2014 was $43.5 million and $33.3 million, respectively, and for the six months ended June 30, 2015 and 2014 was $76.1 million and $67.9 million,

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respectively. Amortization related to nonrecoupable ticketing contract advances for the three months ended June 30, 2015 and 2014 was $13.2 million and $11.6 million, respectively, and for the six months ended June 30, 2015 and 2014 was $32.8 million and $29.0 million, respectively.

The following table presents the Company’s estimate of future amortization expense for the remainder of 2015 through 2019 for definite-lived intangible assets that exist at June 30, 2015:



	(in thousands)
July 1 - December 31, 2015	$	75,497
2016	$	144,778
2017	$	125,955
2018	$	110,133
2019	$	97,110

As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization may vary. Therefore, the expense to date is not necessarily indicative of the expense expected for the full year.

Goodwill

The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the six months ended June 30, 2015:



	Concerts			Ticketing			Artist Nation			Sponsorship & Advertising			Total
	(in thousands)
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	79,915			79,277			4,800			20,455			184,447
Acquisitions—prior year	(35,844		)	(4,245		)	4,461			4,335			(31,293		)
Foreign exchange	(2,159		)	(6,779		)	343			(4,473		)	(13,068		)

Balance as of June 30, 2015:
Goodwill	619,803			725,884			355,117			323,182			2,023,986
Accumulated impairment losses	(386,915		)	—			(17,948		)	—			(404,863		)
Net	$	232,888		$	725,884		$	337,169		$	323,182		$	1,619,123

Included in the current year acquisitions amount above of $184.4 million is goodwill primarily associated with the acquisitions of controlling interests in two festival promoters and the acquisition of a ticketing business previously accounted for under the equity method, all located in the United States.

Included in the prior year acquisitions amount above is a decrease of $31.3 million of goodwill primarily associated with the acquisition of a controlling interest in a festival and concert promoter located in the United States.

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.

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NOTE 3—FAIR VALUE MEASUREMENTS

The following table shows the fair value of the Company’s significant financial assets 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:



	Fair Value Measurements at June 30, 2015		Fair Value Measurements at December 31, 2014
	Level 1		Level 1
	(in thousands)
Assets:
Cash equivalents	$	130,035	$	111

The Company has cash equivalents which consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market which are considered to be Level 1 inputs as defined in the FASB guidance.

The Company’s outstanding debt held by third-party financial institutions is carried at cost, adjusted for any 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 as defined in the FASB guidance. The estimated fair values of the Company’s 7% senior notes, 5.375% senior notes and 2.5% convertible senior notes were $451.6 million, $255.0 million and $298.5 million, respectively, at June 30, 2015. The estimated fair values of the 7% senior notes, 5.375% senior notes and 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 had fixed-rate debt held by noncontrolling interest partners with a face value of $30.4 million and $30.0 million at June 30, 2015 and December 31, 2014, respectively. The Company is unable to determine the fair value of this debt.

NOTE 4—COMMITMENTS AND CONTINGENT LIABILITIES

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.

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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. Ticketmaster and its parent, Live Nation, have not acknowledged any violations of law or liability in connection with the matter.

As of June 30, 2015, the Company had 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 purported violations of antitrust laws, 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 5—INCOME TAXES

The Company calculates interim effective tax rates in accordance with the FASB guidance for income taxes and applies the estimated annual effective tax rate to year-to-date pretax income (or loss) at the end of each interim period to compute a year-to-date tax expense (or benefit). This guidance requires departure from effective tax rate computations when losses incurred within tax jurisdictions cannot be carried back and future profits associated with operations in those tax jurisdictions cannot be assured beyond any reasonable doubt. Accordingly, the Company has calculated and applied an expected annual effective tax rate of approximately 30% for 2015, excluding significant, unusual or extraordinary items, for ordinary income associated with operations for which the Company currently expects to have annual taxable income, which are principally outside of the United States. The Company has not recorded tax benefits associated with losses from operations for which future taxable income cannot be reasonably assured.

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 Company currently believes that the majority of its undistributed foreign earnings that are not currently subject to United States federal income tax will be indefinitely reinvested in its foreign operations.

The tax years 2005 through 2014 remain open to examination by the major tax jurisdictions to which the Company is subject.

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NOTE 6—EQUITY

The following table shows the reconciliation of the carrying amount of stockholders’ equity attributable to Live Nation, equity attributable to noncontrolling interests, total equity and also redeemable noncontrolling interests for the six months ended June 30, 2015:



	Live Nation Stockholders’ Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
	(in thousands)									(in thousands)
Balance at December 31, 2014	$	1,296,954		$	186,893		$	1,483,847		$	168,855
Non-cash and stock-based compensation	17,562			—			17,562			—
Common stock issued under stock plans, net of shares withheld for employee taxes	(5,321		)	—			(5,321		)	—
Exercise of stock options	13,015			—			13,015			—
Acquisitions	—			17,069			17,069			74,911
Purchases of noncontrolling interests	(4,819		)	(3,233		)	(8,052		)	—
Sales of noncontrolling interests	2,142			—			2,142			147
Redeemable noncontrolling interests fair value adjustments	(6,993		)	—			(6,993		)	6,993
Cash distributions	—			(9,178		)	(9,178		)	(192		)
Other	—			(513		)	(513		)	53
Comprehensive loss:
Net loss	(43,223		)	2,131			(41,092		)	(5,222		)
Realized loss on cash flow hedges	25			—			25			—
Change in funded status of defined benefit pension plan	113			—			113			—
Foreign currency translation adjustments	(18,059		)	—			(18,059		)	—
Balance at June 30, 2015	$	1,251,396		$	193,169		$	1,444,565		$	245,545

Accumulated Other Comprehensive Income (Loss)

The following table presents changes in the components of AOCI, net of taxes, for the six months ended June 30, 2015:



	Gains and Losses On Cash Flow Hedges			Defined Benefit Pension Items			Foreign Currency Items			Total
	(in thousands)
Balance at December 31, 2014	$	(25	)	$	(581	)	$	(69,404	)	$	(70,010	)
Other comprehensive income (loss) before reclassifications	—			113			(18,059		)	(17,946		)
Amount reclassified from AOCI	25			—			—			25
Net other comprehensive income (loss)	25			113			(18,059		)	(17,921		)
Balance at June 30, 2015	$	—		$	(468	)	$	(87,463	)	$	(87,931	)

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

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Earnings Per Share

The following table sets forth the computation of basic and diluted net income (loss) per common share:



	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
	(in thousands except share and per share data)
Net income (loss) attributable to common stockholders of Live Nation	$	15,056		$	22,934		$	(43,223	)	$	(9,514	)
Accretion of redeemable noncontrolling interests	(3,105		)	(460		)	(6,993		)	(2,504		)
Net income (loss) available to common stockholders of Live Nation—basic and diluted	$	11,951		$	22,474		$	(50,216	)	$	(12,018	)
Weighted average common shares—basic	200,767,811			198,701,762			200,463,314			198,282,044
Effect of dilutive securities:
Stock options and restricted stock	8,010,778			7,287,509			—			—
Weighted average common shares—diluted	208,778,589			205,989,271			200,463,314			198,282,044
Basic and diluted net income (loss) per common share available to common stockholders of Live Nation	$	0.06		$	0.11		$	(0.25	)	$	(0.06	)

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. The calculation of diluted net income (loss) 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. The following table shows securities excluded from the calculation of diluted net income (loss) per common share because such securities are anti-dilutive:



	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
	(in thousands)
Options to purchase shares of common stock	3,075	5,108	16,657	17,755
Restricted stock awards—unvested	242	715	1,047	1,770
Conversion shares related to the convertible senior notes	7,930	16,035	7,930	16,035
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	11,247	21,858	25,634	35,560

NOTE 7—STOCK-BASED COMPENSATION

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2015		2014		2015		2014
	(in thousands)
Selling, general and administrative expenses	$	4,028	$	8,255	$	8,770	$	13,175
Corporate expenses	4,037		4,295		8,792		9,393
Total	$	8,065	$	12,550	$	17,562	$	22,568

In the second quarter of 2014, the Company granted an award of equity in a subsidiary to an employee that vested at issuance.

As of June 30, 2015, there was $61.2 million of total unrecognized compensation cost related to stock-based compensation arrangements for stock options, restricted stock awards and other equity awards. This cost is expected to be recognized over a weighted-average period of 2.4 years.

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NOTE 8—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 and the operation and management of music venues. 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 live streaming and music-related original content, and banner 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 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.

The following table presents the results of operations for the Company’s reportable segments for the three and six months ended June 30, 2015 and 2014:



	Concerts			Ticketing			Artist Nation			Sponsorship & Advertising		Other		Corporate			Eliminations			Consolidated
										(in thousands)
Three Months Ended June 30, 2015
Revenue	$	1,268,382		$	360,197		$	87,835		$	81,071	$	791	$	—		$	(32,499	)	$	1,765,777
Direct operating expenses	1,075,507			171,045			53,806			10,717		—		—			(31,976		)	1,279,099
Selling, general and administrative expenses	157,348			116,741			38,478			13,856		416		—			—			326,839
Depreciation and amortization	40,033			35,561			10,756			2,225		13		506			(523		)	88,571
Loss (gain) on disposal of operating assets	(55		)	(30		)	—			—		—		9			—			(76		)
Corporate expenses	—			—			—			—		—		26,342			—			26,342
Acquisition transaction expenses	1,341			286			1,104			—		—		26			—			2,757
Operating income (loss)	$	(5,792	)	$	36,594		$	(16,309	)	$	54,273	$	362	$	(26,883	)	$	—		$	42,245
Intersegment revenue	$	30,572		$	460		$	1,467		$	—	$	—	$	—		$	(32,499	)	$	—
Three Months Ended June 30, 2014
Revenue	$	1,172,166		$	371,000		$	79,162		$	70,903	$	839	$	—		$	(28,285	)	$	1,665,785
Direct operating expenses	969,991			183,269			47,242			9,995		1,590		—			(27,391		)	1,184,696
Selling, general and administrative expenses	166,890			111,882			34,029			12,244		880		—			—			325,925

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	Concerts			Ticketing			Artist Nation			Sponsorship & Advertising		Other			Corporate			Eliminations			Consolidated
										(in thousands)
Depreciation and amortization	26,189			40,968			7,665			1,739		10			542			(894		)	76,219
Loss (gain) on disposal of operating assets	(3,745		)	(43		)	1			—					—			—			(3,787		)
Corporate expenses	—			—			—			—					25,717			—			25,717
Acquisition transaction expenses	456			58			(265		)	—					1,080			—			1,329
Operating income (loss)	$	12,385		$	34,866		$	(9,510	)	$	46,925	$	(1,641	)	$	(27,339	)	$	—		$	55,686
Intersegment revenue	$	25,604		$	187		$	2,494		$	—	$	—		$	—		$	(28,285	)	$	—
Six Months Ended June 30, 2015
Revenue	$	1,891,616		$	735,827		$	165,780		$	133,168	$	1,584		$	—		$	(41,886	)	$	2,886,089
Direct operating expenses	1,561,479			356,737			100,636			21,345		1,068			—			(40,877		)	2,000,388
Selling, general and administrative expenses	308,338			229,154			75,692			26,950		1,250			—			—			641,384
Depreciation and amortization	69,214			78,857			20,791			4,213		24			1,022			(1,009		)	173,112
Loss (gain) on disposal of operating assets	171			(179		)	—			—		—			(29		)	—			(37		)
Corporate expenses	—			—			—			—		—			50,702			—			50,702
Acquisition transaction expenses	775			433			1,110			—		—			(88		)	—			2,230
Operating income (loss)	$	(48,361	)	$	70,825		$	(32,449	)	$	80,660	$	(758	)	$	(51,607	)	$	—		$	18,310
Intersegment revenue	$	39,311		$	460		$	2,115		$	—	$	—		$	—		$	(41,886	)	$	—
Capital expenditures	$	18,880		$	42,117		$	868		$	1,721	$	(13	)	$	438		$	—		$	64,011

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	Concerts			Ticketing			Artist Nation			Sponsorship & Advertising		Other			Corporate			Eliminations			Consolidated
										(in thousands)
Six Months Ended June 30, 2014
Revenue	$	1,834,656		$	725,461		$	151,718		$	116,291	$	1,585		$	—		$	(36,610	)	$	2,793,101
Direct operating expenses	1,487,146			355,860			89,318			18,059		681			—			(35,217		)	1,915,847
Selling, general and administrative expenses	316,806			225,902			59,822			24,165		1,635			—			—			628,330
Depreciation and amortization	54,709			86,951			15,436			1,943		20			1,141			(1,393		)	158,807
Loss (gain) on disposal of operating assets	(3,235		)	(117		)	34			—		—			37			—			(3,281		)
Corporate expenses	—			—			—			—		—			46,891			—			46,891
Acquisition transaction expenses	783			63			188			—		—			2,095			—			3,129
Operating income (loss)	$	(21,553	)	$	56,802		$	(13,080	)	$	72,124	$	(751	)	$	(50,164	)	$	—		$	43,378
Intersegment revenue	$	33,034		$	460		$	3,116		$	—	$	—		$	—		$	(36,610	)	$	—
Capital expenditures	$	18,306		$	37,438		$	943		$	449	$	—		$	5,271		$	—		$	62,407

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

“Live Nation” (which may be referred to as the “Company,” “we,” “us” or “our”) means Live Nation Entertainment, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.

Special Note About Forward-Looking Statements

Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II Item 1A.—Risk Factors, in Part I Item IA.—Risk Factors of our 2014 Annual Report on Form 10-K, as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. We do not intend to update these forward-looking statements, except as required by applicable law.

Executive Overview

In the second quarter of 2015, our overall revenue increased by $100.0 million on a reported basis as compared to last year, or $195.7 million, a 12% increase, without the impact of changes in foreign exchange rates. The increase was largely driven by growth in our Concerts segment due to the increase in events and fans. Sponsorship & Advertising increased as well, with growth in both North America and International. Additionally, Ticketing finished ahead of second quarter last year due to the continued expansion of our resale business in North America. For the first six months, our overall revenue was up $93.0 million on a reported basis as compared to last year, or $244.8 million, a 9% increase, without the impact of changes in foreign exchange rates. All of our reported segments delivered revenue increases in the first half of the year, underscoring the continued success of our strategic initiatives and the underlying health of the live event and ticketing businesses. We believe by leveraging our leadership position in the entertainment industry to reach fans through the live concert experience, we will sell more tickets and grow our Sponsorship & Advertising revenue. As the leading global live event and ticketing company, we believe that we are well-positioned to provide the best service to artists, teams, fans and venues and therefore drive growth across all our businesses.

Our Concerts segment revenue for the quarter increased by $96.2 million on a reported basis as compared to last year, or $168.4 million, a 14% increase, without the impact of changes in foreign exchange rates. This increase was largely due to higher arena activity in North America with tours of artists including U2, Imagine Dragons, and Kevin Hart. Our festival business in North America also continues to grow with another strong year for Electric Daisy Carnival in Las Vegas and our first year with Bonnaroo, one of the largest festivals worldwide. In our International festival business, Rock Werchter occured in the second quarter (was in the third quarter last year) and was again a success in Belgium, attracting over 350,000 fans, making it one of the top five festivals in Europe. This growth was partially offset by a reduction in arena and stadium activity in our European markets. Overall, attendance at our shows increased by 7% in the second quarter of 2015 as compared to last year. Our Concerts operating results for the quarter were in line with last year except for higher amortization expense and lower gains on disposal.

For the first six months, our Concerts segment was the largest contributor to our overall revenue growth, with an increase of $57.0 million on a reported basis as compared to last year, or $163.5 million, a 9% increase, without the impact of changes in foreign exchange rates. As in the second quarter, this higher revenue was largely due to an increase in the number of arena shows in North America as well as a 77% growth in attendance in our festivals globally for the second quarter. In the first half of the year, in addition to the acts mentioned above, artists including Maroon 5 and Ariana Grande drove our arena attendance

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up by 35%. This growth more than offset a decline in arena and stadium activity in Europe. Year-to-date, there has been a 3% increase in the overall number of fans attending our shows as compared to 2014. Operating results for the first six months of the year were impacted by reduced touring activity in Europe along with investments in our festival business. We will continue to look for expansion opportunities, both domestically and internationally, as well as ways to market our events more effectively, in order to continue to expand our fan base and geographic reach and to sell more tickets and advertising.

Our Ticketing segment revenue for the second quarter decreased by $10.8 million on a reported basis as compared to last year, but increased by $6.9 million, or 2%, without the impact of changes in foreign exchange rates. This increase was largely due to a 38% growth of gross transaction value, or GTV, in our resale ticketing business globally, which includes higher activity from Europe and the launch of resale in Australia. The success of our integrated resale and primary offering continues with GTV in both sports and concerts increasing in the second quarter. While ticket sales in our primary business were essentially flat to last year at 37 million tickets, this is largely due to the timing of on-sales for major concert events. Operating results for the quarter increased over last year, largely as a result of our growing resale ticketing business and reduced costs per ticket on our primary tickets.

For the first six months, Ticketing revenue is up $10.4 million on a reported basis as compared to last year, or $44.9 million, a 6% increase, without the impact of changes in foreign exchange rates. This growth was driven by both our expanding resale business as well as higher primary ticket sales. In our primary business, we have sold 75 million tickets worldwide for the first six months, a 1% increase over last year. Ticketing operating results year-to-date are up due to stronger results in our resale ticketing business, higher primary ticket sales in North America and lower amortization while we continued to invest in technology and new innovations, on both our primary and resale platforms. Mobile, in particular, continues to be an area of focus for us. We have accelerated our mobile app releases, which has resulted in the number of active app users globally increasing year-over-year. For the first six months, 21% of our total tickets were sold via mobile and tablet devices, a 21% increase over last year. We will continue to implement new features to drive further expansion of mobile ticket transactions and invest in initiatives aimed at improving the ticket search, purchase and transfer process. As a result, we expect to attract more ticket buyers and enhance the overall fan and venue client experience.

Our Artist Nation segment revenue for the second quarter increased $8.7 million on a reported basis as compared to last year, or $10.2 million, a 13% increase, without the impact of changes in foreign exchange rates. This increase resulted from higher management commissions although operating results declined largely due to investments in additional service lines which also increased compensation costs. For the first six months of the year, Artist Nation revenue was up $14.1 million on a reported basis as compared to last year, or $17.3 million, an 11% increase, without the impact of changes in foreign exchange rates, again driven by higher management commissions. On a year-to-date basis, Artist Nation’s operating results were down due to higher costs as noted for the second quarter. Our Artist Nation segment is focused on managing its existing clients as well as developing new relationships with top artists and extending the various services it provides.

Our Sponsorship & Advertising segment revenue for the quarter was up $10.2 million on a reported basis as compared to last year, or $14.5 million, a 20% increase, without the impact of changes in foreign exchange rates. Higher revenue resulted from new clients, growth in our online business and increased festival sponsorships, which also grew our operating income. For the first six months, Sponsorship & Advertising revenue was up $16.9 million on a reported basis as compared to last year, or $24.5 million, a 21% increase, without the impact of changes in foreign exchange rates. Our focus on building and expanding our ad network is driving results by increasing our monthly unique visitors to our network, now at 65 million. This higher revenue overall delivered a 12% increase in operating income on a reported basis for Sponsorship & Advertising for the first six months of 2015. We believe that our extensive on-site and online reach, global venue distribution network, artist relationships and ticketing operations are the key to securing long-term sponsorship agreements with major brands, and we plan to expand these assets while extending further into new markets internationally.

We continue to be optimistic about the long-term potential of our company and are focused on the key elements of our business model - expand our concert platform, drive conversion of ticket sales through social and mobile channels, sell more tickets for our Ticketmaster clients, deliver fans a fully integrated offering of primary and secondary tickets together, grow our sponsorship and online revenue, drive cost efficiencies and continue to align our artist management group with our other core businesses.

Our History

We were incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel Communications, Inc. of substantially all of its entertainment assets and liabilities to us. We completed the separation on December 21, 2005, and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.”

On January 25, 2010, we 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.

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Segment Overview

Our reportable segments are Concerts, Ticketing, Artist Nation and Sponsorship & Advertising.

Concerts

Our Concerts segment principally involves the global promotion of live music events in our owned or operated venues and in rented third-party venues, the operation and management of music venues and the production of music festivals across the world. While our Concerts segment operates year-round, we experience higher revenue during the second and third quarters due to the seasonal nature of shows at our outdoor amphitheaters and festivals, which primarily occur from May through September. Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs incurred during the year for shows in future years are expensed at the end of the year.

To judge the health of our Concerts segment, we primarily monitor the number of confirmed events in our network of owned or operated and third-party venues, talent fees, average paid attendance and advance ticket sales. In addition, at our owned or operated venues, we monitor ancillary revenue per fan and premium ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Ticketing

The Ticketing segment is primarily an agency business that sells tickets for events on behalf of our clients and retains a service charge for these services. We sell tickets through websites, mobile apps, ticket outlets and telephone call centers. Our ticketing sales are impacted by fluctuations in the availability of events for sale to the public, which may vary depending upon scheduling by our clients. We also offer ticket resale services, sometimes referred to as secondary ticketing, primarily through our integrated inventory platform, along with other platforms internationally. Our Ticketing segment also manages our online activities including enhancements to our websites and bundled product offerings. Through our websites, we sell tickets to our own events as well as tickets for our clients and provide event information. Revenue related to ticketing service charges is recognized when the ticket is sold except for our own events where we control ticketing and then the revenue is deferred and recognized as the event occurs.

To judge the health of our Ticketing segment, we primarily review the gross transaction value and the number of tickets sold through our primary ticketing operations, average service charge, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, the overall number of customers in our database, the number of tickets sold via mobile apps and gross transaction value and fees related to secondary ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Artist Nation

The Artist Nation segment primarily provides management services to music artists and other clients in exchange for a commission on the earnings of these artists. Our Artist Nation segment also creates and sells merchandise for music artists at live performances, to retailers and directly to consumers via the internet. Revenue earned from our Artist Nation segment is impacted to a large degree by the touring schedules of the artists we represent and generally we experience higher revenue during the second and third quarters as the period from May through September tends to be a popular time for touring events.

To judge the health of our Artist Nation segment, we primarily review the annual commissions earned for each client represented. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Sponsorship & Advertising

Our Sponsorship & Advertising segment employs a sales force that creates and maintains relationships with sponsors through a combination of strategic, international, national and local opportunities that allow businesses to reach customers through our concerts, venue, artist relationship and ticketing assets, including advertising on our websites. We drive increased advertising scale to further monetize our concerts platform through rich media offerings including live streaming and music-related original content. We work with our corporate clients to help create marketing programs that drive their business goals and connect their brands directly with fans and artists. We also develop, book and produce custom events or programs for our clients’ specific brands which are typically experienced exclusively by the clients’ consumers. These custom events can involve live music events with talent and media, using both online and traditional outlets. We typically experience higher revenue in the second and third quarters, as a large portion of sponsorships are associated with shows at our outdoor amphitheaters and festivals which primarily occur from May through September.

To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements, the percentage of expected revenue under contract and online advertising revenue through our

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websites. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

Consolidated Results of Operations



	Three Months Ended June 30,						% Change	Six Months Ended June 30,						% Change
	2015			2014			% Change	2015			2014			% Change
	(in thousands)							(in thousands)
Revenue	$	1,765,777		$	1,665,785		6%	$	2,886,089		$	2,793,101		3%
Operating expenses:
Direct operating expenses	1,279,099			1,184,696			8%	2,000,388			1,915,847			4%
Selling, general and administrative expenses	326,839			325,925			*	641,384			628,330			2%
Depreciation and amortization	88,571			76,219			16%	173,112			158,807			9%
Gain on disposal of operating assets	(76		)	(3,787		)	*	(37		)	(3,281		)	*
Corporate expenses	26,342			25,717			2%	50,702			46,891			8%
Acquisition transaction expenses	2,757			1,329			*	2,230			3,129			*
Operating income	42,245			55,686			(24)%	18,310			43,378			(58)%
Operating margin	2.4		%	3.3		%		0.6		%	1.6		%
Interest expense	25,650			27,590				51,013			52,082
Interest income	(394		)	(1,146		)		(1,959		)	(1,812		)
Equity in losses (earnings) of nonconsolidated affiliates	367			(960		)		(2,613		)	(3,766		)
Other expense (income), net	(8,500		)	(330		)		12,528			(1,506		)
Income (loss) before income taxes	25,122			30,532				(40,659		)	(1,620		)
Income tax expense	4,910			4,710				5,655			2,655
Net income (loss)	20,212			25,822				(46,314		)	(4,275		)
Net income (loss) attributable to noncontrolling interests	5,156			2,888				(3,091		)	5,239
Net income (loss) attributable to common stockholders of Live Nation	$	15,056		$	22,934			$	(43,223	)	$	(9,514	)

_________



*	Percentages are not meaningful.

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Key Operating Metrics



	Three Months Ended June 30,		Six Months Ended June 30,
	2015	2014	2015	2014
Concerts ⁽¹⁾
Estimated events:
North America	4,332	4,019	7,733	7,266
International	1,798	1,639	3,428	3,198
Total estimated events	6,130	5,658	11,161	10,464
Estimated fans (rounded):
North America	10,743,000	9,185,000	16,183,000	14,885,000
International	4,737,000	5,221,000	7,880,000	8,518,000
Total estimated fans	15,480,000	14,406,000	24,063,000	23,403,000
Ticketing ⁽²⁾
Number of tickets sold (in thousands)	36,602	36,910	74,522	73,563

_________

⁽¹⁾

Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.

⁽²⁾

The number of tickets sold includes primary tickets only. This metric includes tickets sold during the period regardless of event timing except for our promoted events in our owned or operated venues and in certain European territories where these tickets are reported as the events occur. The total number of tickets sold reported for the three months ended June 30, 2015 and 2014 excludes approximately 61 million and 61 million, respectively, and for the six months ended June 30, 2015 and 2014 excludes approximately 133 million and 134 million, respectively, of tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, for which we do not receive a fee.

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Revenue

Our revenue increased $100.0 million, or 6%, during the three months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in revenue was primarily due to an increase in our Concerts segment of $96.2 million. Excluding the decrease of approximately $95.7 million related to the impact of changes in foreign exchange rates, revenue increased $195.7 million, or 12%.

Our revenue increased $93.0 million, or 3%, during the six months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in revenue was due to increases in our Concerts, Ticketing, Artist Nation and Sponsorship & Advertising segments of $57.0 million, $10.4 million, $14.1 million and $16.9 million, respectively. Excluding the decrease of approximately $151.8 million related to the impact of changes in foreign exchange rates, revenue increased $244.8 million, or 9%.

More detailed explanations of these changes along with the impact of changes in foreign exchange rates, if significant, are included in the applicable segment discussions below.

Direct operating expenses

Our direct operating expenses increased $94.4 million, or 8%, during the three months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in direct operating expenses was primarily due to an increase in our Concerts segment of $105.5 million, partially offset by a decrease in our Ticketing segment of $12.2 million. Excluding the decrease of approximately $70.3 million related to the impact of changes in foreign exchange rates, direct operating expenses increased $164.7 million, or 14%.

Our direct operating expenses increased $84.5 million, or 4%, during the six months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in direct operating expenses was primarily due to increases in our Concerts and Artist Nation segments of $74.3 million and $11.3 million, respectively. Excluding the decrease of approximately $108.0 million related to the impact of changes in foreign exchange rates, direct operating expenses increased $192.5 million, or 10%.

Direct operating expenses include artist fees, event production costs, ticketing client royalties, show-related marketing and advertising expenses, along with other costs.

More detailed explanations of these changes along with the impact of changes in foreign exchange rates, if significant, are included in the applicable segment discussions below.

Selling, general and administrative expenses

Our selling, general and administrative expenses increased $0.9 million during the three months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in selling, general and administrative expenses was primarily due to increases in our Ticketing and Artist Nation segments of $4.9 million and $4.4 million, respectively, partially offset by a decrease in our Concerts segment of $9.5 million. Excluding the decrease of approximately $15.9 million related to the impact of changes in foreign exchange rates, selling, general and administrative expenses increased $16.8 million, or 5%.

Our selling, general and administrative expenses increased $13.1 million, or 2%, during the six months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in selling, general and administrative expenses was primarily due to an increase in our Artist Nation segment of $15.9 million. Excluding the decrease of approximately $30.1 million related to the impact of changes in foreign exchange rates, selling, general and administrative expenses increased $43.2 million, or 7%.

More detailed explanations of these changes along with the impact of changes in foreign exchange rates, if significant, are included in the applicable segment discussions below.

Depreciation and amortization

Our depreciation and amortization increased $12.4 million, or 16%, during the three months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in depreciation and amortization was primarily due to an increase in our Concerts segment of $13.8 million. Excluding the decrease of approximately $3.2 million related to the impact of changes in foreign exchange rates, depreciation and amortization increased $15.6 million, or 20%.

Our depreciation and amortization increased $14.3 million, or 9%, during the six months ended June 30, 2015 as compared to the same period of the prior year. The overall increase in depreciation and amortization was primarily due to an increase in our Concerts segment of $14.5 million. Excluding the decrease of $5.9 million related to the impact of changes in foreign exchange rates, depreciation and amortization increased $20.2 million, or 13%.

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Corporate expenses

Corporate expenses increased $3.8 million, or 8%, during the six months ended June 30, 2015 as compared to the same period of the prior year primarily due to higher compensation costs driven by higher headcount and annual salary increases.

Other expense (income), net

Other expense (income), net was income of $8.5 million and expense of $12.5 million for the three and six months ended June 30, 2015, respectively, and includes the impact of net foreign exchange rate gains of $0.3 million and net foreign exchange rate losses of $20.5 million, respectively, primarily from revaluation of certain foreign currency denominated net assets or liabilities held internationally. The three- and six-month periods include gains of $10.0 million recorded in connection with the consolidation of a festival promotion business and a ticketing company that were previously accounted for as equity investments.

Other expense (income), net was income of $0.3 million and $1.5 million for the three and six months ended June 30, 2014, respectively, and includes the impact of net foreign exchange rate gains of $0.5 million and net foreign exchange rate losses of $2.3 million, respectively.

Net income (loss) attributable to noncontrolling interests

Net income (loss) attributable to noncontrolling interests decreased $8.3 million to a loss of $3.1 million for the six months ended June 30, 2015 as compared to income of $5.2 million for the same period of the prior year primarily due to lower operating results from certain concert and festival promotion businesses.

Concerts Results of Operations

Our Concerts segment operating results were, and discussions of significant variances are, as follows:



Three Months Ended June 30,		% Change	Six Months Ended June 30,		% Change
2015	2014		2015	2014
(in thousands)