Edgar Filing: Live Nation Entertainment, Inc.

LYV-2013.6.30-10Q

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, 2013,



¨	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 July 31, 2013, there were 198,464,533 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 2,444,803 shares of unvested restricted stock awards.

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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, 2013 and December 31, 2012	2
	Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2013 and 2012	3
	Consolidated Statements of Comprehensive Income (Loss) (Unaudited) for the three and six months ended June 30, 2013 and 2012	4
	Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2013 and 2012	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	43
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43
Item 3.	Defaults Upon Senior Securities	43
Item 5.	Other Information	43
Item 6.	Exhibits	43

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LIVE NATION ENTERTAINMENT, INC.

GLOSSARY OF KEY TERMS



AOCI	Accumulated other comprehensive income (loss)
AOI	Adjusted operating income (loss)
Azoff Trust	The Azoff Family Trust of 1997, of which Irving Azoff is co-Trustee
Clear Channel	Clear Channel Communications, Inc.
Company	Live Nation Entertainment, Inc. and subsidiaries
Coppel	Michael Coppel Ventures Pty Ltd
CTS	CTS Eventim AG
FASB	Financial Accounting Standards Board
GAAP	United States Generally Accepted Accounting Principles
Live Nation	Live Nation Entertainment, Inc., formerly known as Live Nation, Inc., and subsidiaries
Merger	Merger between Live Nation, Inc. and Ticketmaster Entertainment, Inc. announced in February 2009 and consummated in January 2010
MSG	The Madison Square Garden Company
SEC	United States Securities and Exchange Commission
Separation	The contribution and transfer by Clear Channel of substantially all of its entertainment assets and liabilities to Live Nation
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
TicketsNow	TNow Entertainment Group, Inc.

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PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

LIVE NATION ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)



	June 30, 2013			December 31, 2012
	(in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	1,385,260		$	1,001,055
Accounts receivable, less allowance of $20,175 and $19,794, respectively	634,509			415,790
Prepaid expenses	607,376			359,936
Other current assets	60,212			36,031
Total current assets	2,687,357			1,812,812
Property, plant and equipment
Land, buildings and improvements	794,902			852,175
Computer equipment and capitalized software	372,704			338,919
Furniture and other equipment	199,478			200,743
Construction in progress	55,625			56,822
	1,422,709			1,448,659
Less accumulated depreciation	730,014			726,873
	692,695			721,786
Intangible assets
Definite-lived intangible assets, net	668,367			724,463
Indefinite-lived intangible assets	375,991			377,463
Goodwill	1,369,062			1,357,827
Investments in nonconsolidated affiliates	52,438			46,160
Other long-term assets	236,901			250,295
Total assets	$	6,082,811		$	5,290,806
LIABILITIES AND EQUITY
Current liabilities
Accounts payable, client accounts	$	622,448		$	557,953
Accounts payable	167,818			102,718
Accrued expenses	631,216			626,723
Deferred revenue	1,018,135			402,002
Current portion of long-term debt	61,658			62,050
Other current liabilities	15,274			16,726
Total current liabilities	2,516,549			1,768,172
Long-term debt, net	1,662,035			1,677,955
Long-term deferred income taxes	192,821			199,596
Other long-term liabilities	87,409			94,409
Commitments and contingent liabilities
Redeemable noncontrolling interests	78,759			42,100
Stockholders’ equity
Common stock	1,959			1,877
Additional paid-in capital	2,355,798			2,272,882
Accumulated deficit	(913,527		)	(908,418		)
Accumulated other comprehensive loss	(51,959		)	(10,923		)
Total Live Nation Entertainment, Inc. stockholders’ equity	1,392,271			1,355,418
Noncontrolling interests	152,967			153,156
Total equity	1,545,238			1,508,574
Total liabilities and equity	$	6,082,811		$	5,290,806

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,
	2013			2012			2013			2012
	(in thousands except share and per share data)
Revenue	$	1,679,513		$	1,550,677		$	2,603,211		$	2,418,674
Operating expenses:
Direct operating expenses	1,209,918			1,106,869			1,786,852			1,645,583
Selling, general and administrative expenses	295,719			280,943			575,241			549,078
Depreciation and amortization	82,688			94,259			164,853			173,972
Loss (gain) on disposal of operating assets	(30,199		)	93			(33,796		)	(195		)
Corporate expenses	21,812			27,415			42,467			50,632
Acquisition transaction expenses	1,769			(1,870		)	2,977			(561		)
Operating income	97,806			42,968			64,617			165
Interest expense	30,041			29,488			58,192			59,198
Interest income	(890		)	(931		)	(2,658		)	(1,831		)
Equity in earnings of nonconsolidated affiliates	(2,629		)	(1,801		)	(5,211		)	(5,682		)
Other expense, net	3,868			5,424			7,506			3,642
Income (loss) before income taxes	67,416			10,788			6,788			(55,162		)
Income tax expense	8,401			5,228			11,960			9,506
Net income (loss)	59,015			5,560			(5,172		)	(64,668		)
Net income (loss) attributable to noncontrolling interests	885			(2,132		)	(63		)	(3,210		)
Net income (loss) attributable to common stockholders of Live Nation Entertainment, Inc.	$	58,130		$	7,692		$	(5,109	)	$	(61,458	)

Basic and diluted net income (loss) per common share attributable to common stockholders of Live Nation Entertainment, Inc.	$	0.30		$	0.04		$	(0.03	)	$	(0.33	)

Weighted average common shares outstanding:
Basic	193,069,783			186,893,774			190,960,206			186,707,769
Diluted	196,770,405			189,325,338			190,960,206			186,707,769

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,
	2013			2012			2013			2012
	(in thousands)
Net income (loss)	$	59,015		$	5,560		$	(5,172	)	$	(64,668	)
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on cash flow hedges	(45		)	(83		)	25			(88		)
Realized loss on cash flow hedges	449			—			457			—
Foreign currency translation adjustments	(7,261		)	(34,188		)	(41,518		)	(8,865		)
Comprehensive income (loss)	52,158			(28,711		)	(46,208		)	(73,621		)
Comprehensive income (loss) attributable to noncontrolling interests	885			(2,132		)	(63		)	(3,210		)
Comprehensive income (loss) attributable to common stockholders of Live Nation Entertainment, Inc.	$	51,273		$	(26,579	)	$	(46,145	)	$	(70,411	)

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,
	2013			2012
	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,172	)	$	(64,668	)
Reconciling items:
Depreciation	59,410			59,691
Amortization	105,443			114,281
Deferred income tax benefit	(6,305		)	(6,946		)
Amortization of debt issuance costs and discount/premium, net	10,421			6,881
Non-cash compensation expense	14,119			17,919
Gain on disposal of operating assets	(33,796		)	(195		)
Equity in earnings of nonconsolidated affiliates	(5,211		)	(5,682		)
Other, net	1,468			(1,773		)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Increase in accounts receivable	(205,361		)	(103,344		)
Increase in prepaid expenses	(230,247		)	(305,090		)
Increase in other assets	(65,252		)	(62,284		)
Increase in accounts payable, accrued expenses and other liabilities	152,384			94,717
Increase in deferred revenue	588,446			566,621
Net cash provided by operating activities	380,347			310,128
CASH FLOWS FROM INVESTING ACTIVITIES
Distributions from nonconsolidated affiliates	2,740			703
Investments made in nonconsolidated affiliates	(3,032		)	(2,858		)
Purchases of property, plant and equipment	(76,685		)	(62,785		)
Proceeds from disposal of operating assets, net of cash divested	81,070			5,648
Cash paid for acquisitions, net of cash acquired	(23,766		)	(68,093		)
Purchases of intangible assets	(17		)	(11,469		)
(Increase) decrease other, net	(1,052		)	297
Net cash used in investing activities	(20,742		)	(138,557		)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt, net of debt issuance costs	89,369			58,270
Payments on long-term debt	(106,388		)	(44,222		)
Contributions from noncontrolling interests	267			130
Distributions to noncontrolling interests	(1,936		)	(8,189		)
Proceeds from exercise of stock options	73,449			859
Payments for deferred and contingent consideration	(750		)	(10,585		)
Net cash provided by (used in) financing activities	54,011			(3,737		)
Effect of exchange rate changes on cash and cash equivalents	(29,411		)	(7,048		)
Net increase in cash and cash equivalents	384,205			160,786
Cash and cash equivalents at beginning of period	1,001,055			844,253
Cash and cash equivalents at end of period	$	1,385,260		$	1,005,039

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

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 of 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 contained herein should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2012 Annual Report on Form 10-K filed with the SEC on February 26, 2013.

Seasonality

Due to the seasonal nature of shows at outdoor amphitheaters and festivals, which primarily occur May through September, the Company experiences higher revenue for the Concerts and Sponsorship & Advertising segments 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, the Company experiences higher revenue in this segment 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 sales are 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, 2013 and December 31, 2012 cash and cash equivalents balance is $479.1 million and $441.6 million, respectively, representing the face value of tickets sold on behalf of clients and the clients’ share of convenience and order processing charges.

Acquisitions

During the first half of 2013, the Company completed its acquisition of a controlling interest in a company that promotes festivals and other smaller acquisitions. These acquisitions were accounted for as business combinations under the acquisition method of accounting and were not significant on an individual basis or in the aggregate.

Recently Adopted Pronouncements

In February 2013, the FASB issued guidance which requires companies to disclose additional information about reclassifications out of AOCI, including changes in AOCI balances by component and significant items reclassified out of AOCI. The new disclosure requirements are to be applied prospectively and are effective for interim and annual periods beginning after December 15, 2012. The Company adopted this guidance on January 1, 2013.

Recently Issued Pronouncements

In July 2013, the FASB issued guidance that requires a liability related to an unrecognized tax benefit to be offset against a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward if certain criteria are met. The guidance is effective for interim and annual periods beginning after December 15, 2013 and should be applied prospectively to unrecognized tax benefits that exist at the effective date. Early adoption and retrospective application of the new guidance is permitted. The Company is currently evaluating the new guidance and does not expect the adoption of this standard to have a material effect on its financial position.

NOTE 2—LONG-LIVED ASSETS

Property, Plant and Equipment

In the fourth quarter of 2012, an amphitheater located in New York that is operated by the Company sustained substantial damage during Hurricane Sandy. During 2013, the Company received an insurance recovery and recorded a gain of $9.4 million and $12.6 million for the three and six months ended June 30, 2013, respectively, as a component of loss (gain) on disposal of operating assets in the Concerts segment representing the proceeds received in excess of the carrying value of the assets.

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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.

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, 2013:



	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, 2012:
Gross carrying amount	$	515,071		$	261,655		$	168,418		$	118,259		$	101,424		$	18,423		$	6,452		$	1,189,702
Accumulated amortization	(197,549		)	(39,807		)	(111,369		)	(51,891		)	(53,295		)	(6,678		)	(4,650		)	(465,239		)
Net	317,522			221,848			57,049			66,368			48,129			11,745			1,802			724,463
Gross carrying amount:
Acquisitions—current year	10,892			4,540			—			—			—			22,947			—			38,379
Acquisitions—prior year	(1,028		)	—			—			—			—			—			—			(1,028		)
Dispositions	—			(1,354		)	—			—			—			—			—			(1,354		)
Foreign exchange	(7,537		)	(7,359		)	(104		)	(2,163		)	(339		)	(481		)	(56		)	(18,039		)
Other (1)	(14,769		)	—			(14,257		)	—			—			405			(3,031		)	(31,652		)
	(12,442		)	(4,173		)	(14,361		)	(2,163		)	(339		)	22,871			(3,087		)	(13,694		)
Accumulated amortization:
Amortization	(23,251		)	(22,781		)	(10,896		)	(10,803		)	(11,438		)	(2,131		)	(244		)	(81,544		)
Dispositions	—			61			—			—			—			—			—			61
Foreign exchange	3,593			968			91			754			202			114			51			5,773
Other (1)	14,745			—			14,757			—			—			775			3,031			33,308
	(4,913		)	(21,752		)	3,952			(10,049		)	(11,236		)	(1,242		)	2,838			(42,402		)
Balance as of June 30, 2013:
Gross carrying amount	502,629			257,482			154,057			116,096			101,085			41,294			3,365			1,176,008
Accumulated amortization	(202,462		)	(61,559		)	(107,417		)	(61,940		)	(64,531		)	(7,920		)	(1,812		)	(507,641		)
Net	$	300,167		$	195,923		$	46,640		$	54,156		$	36,554		$	33,374		$	1,553		$	668,367

_________


(1)	Other includes a reclassification from indefinite-lived intangible assets due to a change in the asset’s estimated useful life and netdowns of fully amortized assets.

Included in the current year acquisitions amount above of $38.4 million are trademarks and naming rights and revenue-generating contracts primarily associated with the May 2013 acquisition of a controlling interest in a company that promotes festivals.

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The 2013 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:



	Weighted- Average Life (years)

Revenue-generating contracts	7
Client/vendor relationships	7
Trademarks and naming rights	10
All categories	9

The Company tests for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a significant reduction in operating cash flow or a change in the manner in which the asset is intended to be used which may indicate that the carrying amount of the asset may not be recoverable. During the six months ended June 30, 2012, the Company reviewed the carrying value of certain definite-lived intangible assets that management determined had an indicator that future operating cash flows may not support their carrying value, and it was determined that those assets were impaired since the estimated undiscounted operating cash flows associated with those assets were less than their carrying value. During the second quarter of 2012, the Company recorded an impairment charge related to definite-lived intangible assets of $13.9 million as a component of depreciation and amortization. The impairment charge primarily related to intangible assets for revenue-generating contracts and client/vendor relationships in the Concerts segment. See Note 4—Fair Value Measurements for further discussion of the inputs used to determine the fair value. There were no impairment charges recorded during the six months ended June 30, 2013.

Amortization from definite-lived intangible assets for the three months ended June 30, 2013 and 2012 was $43.3 million and $55.7 million, respectively, and for the six months ended June 30, 2013 and 2012 was $81.5 million and $95.6 million, respectively. The decrease in amortization for the three and six months ended June 30, 2013 is primarily driven by the impairment charge recorded during the second quarter of 2012 discussed above. During the second quarter of 2013, the Company recorded $4.9 million for acceleration of amortization primarily related to a change in estimate of certain venue management and leasehold intangible assets in the Concerts segment due to the reduction in the lease term of a music theater.

Amortization related to nonrecoupable ticketing contract advances for the three months ended June 30, 2013 and 2012 was $10.3 million and $7.9 million, respectively, and for the six months ended June 30, 2013 and 2012 was $23.9 million and $18.7 million, respectively.

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.

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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, 2013:



	Concerts			Ticketing			Artist Nation			Sponsorship & Advertising			Other			Total
	(in thousands)
Balance as of December 31, 2012:
Goodwill	$	468,891		$	637,642		$	266,820		$	254,376		$	13,037		$	1,640,766
Accumulated impairment losses	(269,902		)	—			—			—			(13,037		)	(282,939		)
	198,989			637,642			266,820			254,376			—			1,357,827

Acquisitions—current year	47,189			—			—			866			—			48,055
Acquisitions—prior year	(9,999		)	—			6,849			—			—			(3,150		)
Dispositions	(3,691		)	—			(251		)	—			—			(3,942		)
Foreign exchange	(16,763		)	(1,076		)	(275		)	(11,614		)	—			(29,728		)

Balance as of June 30, 2013:
Goodwill	485,627			636,566			273,143			243,628			13,037			1,652,001
Accumulated impairment losses	(269,902		)	—			—			—			(13,037		)	(282,939		)
	$	215,725		$	636,566		$	273,143		$	243,628		$	—		$	1,369,062

Included in the current year acquisitions amount above of $48.1 million is goodwill primarily associated with the May 2013 acquisition of a controlling interest in a company that promotes festivals.

The Company is in the process of finalizing its acquisition accounting for recent acquisitions which could result in a change to the associated purchase price allocations, including goodwill.

Investments in nonconsolidated affiliates

The Company has investments in various affiliates which are not consolidated and are accounted for under the equity method of accounting. The Company records its investments in these entities in the balance sheet as investments in nonconsolidated affiliates. The Company’s interests in these operations are recorded in the statement of operations as equity in earnings of nonconsolidated affiliates. For the six months ended June 30, 2013, two of the Company’s investments, which include a 33% owned ticketing distribution services company and a 50% owned artist management company, are considered significant.

Summarized unaudited income statement information for the Company’s significant nonconsolidated affiliates is as follows (at 100%):



	Six Months Ended June 30,
	2013		2012
	(in thousands)
Revenue	$	28,203	$	28,929
Operating income	$	14,956	$	15,399
Net income	$	11,693	$	12,720

Long-lived Asset Disposals

In May 2013, the Company completed the sale of a theatrical theater in New York. In January 2012, the Company completed the sale of an amphitheater in Ohio.

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The table below summarizes the asset and liability values at the time of sale for significant disposals and the resulting gain or loss recorded.



Divested Asset	Segment	Loss (Gain) on Disposal of Operating Assets			Current Assets		Noncurrent Assets		Current Liabilities		Noncurrent Liabilities
	(in thousands)
2013 Divestiture
New York theatrical theater	Concerts	$	(21,887	)	$	—	$	35,785	$	—	$	3,636
2012 Divestiture
Ohio amphitheater	Concerts	$	(444	)	$	—	$	5,400	$	444	$	—

Certain agreements relating to disposals of businesses provide for future contingent consideration to be paid to the Company based on the financial performance of the businesses sold. The Company will record additional amounts related to such contingent consideration, with a corresponding adjustment to loss (gain) on disposal of operating assets, if and when it is determinable that the applicable financial performance targets will be met. The aggregate of these contingent considerations, if all existing performance targets are met, would not significantly impact the results of operations of the Company. The last contingency period for which the Company has outstanding contingent consideration is for the period ending December 2013.

NOTE 3—DERIVATIVE INSTRUMENTS

The Company primarily uses forward currency contracts and options to reduce its exposure to foreign currency risk associated with short-term artist fee commitments. The Company may also enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income and short-term intercompany loans. At June 30, 2013 and December 31, 2012, the Company had forward currency contracts and options outstanding with notional amounts of $123.2 million and $100.0 million, respectively. These instruments have not been designated as hedging instruments and any change in fair value is reported in earnings during the period of the change. The Company’s foreign currency derivative activity, including the related fair values, are not material to any period presented.

Additionally, the Company has entered into certain interest rate swaps and cap agreements to limit its exposure to variable interest rates, related to portions of the Company’s outstanding debt, some of which have been designated as cash flow hedges. At June 30, 2013, the Company had interest rate swaps outstanding with notional amounts of $47.8 million. At December 31, 2012, the Company had interest rate swaps and cap agreements outstanding with notional amounts of $133.8 million. The Company’s interest rate swaps and cap activity, including the related fair values, are not material to any period presented. As of June 30, 2013 and December 31, 2012, there was no ineffective portion or amount excluded from effectiveness testing for derivatives designated as cash flow hedging instruments.

The Company’s 2.875% convertible senior notes include certain provisions which are bifurcated from the notes and accounted for as derivative instruments. As of June 30, 2013 and December 31, 2012, the fair value of these provisions were considered to be de minimis.

The Company does not enter into derivative instruments for speculation or trading purposes and does not anticipate any significant recognition of derivative activity through the income statement in the future related to the instruments currently held. See Note 4—Fair Value Measurements for further discussion and disclosure of the fair values for the Company’s derivative instruments.

NOTE 4—FAIR VALUE MEASUREMENTS

The Company currently has various financial instruments carried at fair value, such as marketable securities, derivatives and contingent consideration, but does not currently have nonfinancial assets and nonfinancial liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from all levels of the fair value hierarchy as defined in the FASB guidance for fair values. For this categorization, only inputs that are significant to the fair value are considered. The three levels are defined as follows:

Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date.

Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (i.e., market corroborated inputs).

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Level 3—Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data.

In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities 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, other current assets, other long-term assets, other current liabilities and other long-term liabilities:



	Fair Value Measurements at June 30, 2013								Fair Value Measurements at December 31, 2012
	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
			(in thousands)								(in thousands)
Assets:
Cash equivalents	$	227,138	$	—	$	—	$	227,138	$	61,996	$	—	$	—	$	61,996
Forward currency contracts	—		3,509		—		3,509		—		81		—		81
Stock options	—		—		17		17		—		—		204		204
Total	$	227,138	$	3,509	$	17	$	230,664	$	61,996	$	81	$	204	$	62,281
Liabilities:
Interest rate swaps	$	—	$	1,980	$	—	$	1,980	$	—	$	2,811	$	—	$	2,811
Forward currency contracts	—		228		—		228		—		625		—		625
Contingent consideration	—		—		5,806		5,806		—		—		6,718		6,718
Total	$	—	$	2,208	$	5,806	$	8,014	$	—	$	3,436	$	6,718	$	10,154

Cash equivalents consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. Fair values for forward currency contracts are based on observable market transactions of spot and forward rates. Fair values for the interest rate swaps and the interest rate cap are based on inputs corroborated by observable market data with similar tenors. The fair value of the interest rate cap, which expired on June 30, 2013, was de minimis at December 31, 2012.

The Company has certain contingent consideration obligations related to acquisitions which are measured at fair value using Level 3 inputs. The amounts due to the sellers are based on the achievement of agreed-upon financial performance metrics by the acquired companies where the contingent obligation is either earned or not earned. The Company records the liability at the time of the acquisition based on management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. Subsequent to the date of acquisition, the Company updates the original valuation to reflect current projections of future results of the acquired companies and the passage of time. Accretion of, and changes in the valuations of, contingent consideration are reported in acquisition transaction expenses. See Note 5—Commitments and Contingent Liabilities for additional information related to the contingent payments.

The Company has stock options in a company that became publicly-traded in the third quarter of 2011 which are measured at fair value using Level 3 inputs. The stock options were received as consideration in connection with a licensing agreement entered into by a subsidiary of the Company and became fully-vested in the second quarter of 2011. The Company has recorded an asset for these options which is valued using the Black-Scholes option pricing model. The Company recorded revenue based on the valuation of the options as of the measurement date, which was the vesting date. The changes in the valuation after the measurement date are recorded in other expense (income), net.

During the second quarter of 2012, the Company recorded impairments related to definite-lived intangible assets of $13.9 million, as a component of depreciation and amortization. The impairment charges primarily related to intangible assets for revenue-generating contracts and client/vendor relationships in the Concerts segment. It was determined that these assets were impaired since the estimated undiscounted cash flows associated with these assets were less than their carrying value. These cash flows were calculated using operating cash flows which were discounted to approximate fair value. The operating cash flows for these non-recurring fair value measurements are considered Level 3 inputs. There were no impairments related to definite-lived intangible assets recorded for the six months ended June 30, 2013.

Due to their short maturity, the carrying amounts of accounts receivable, accounts payable and accrued expenses approximated their fair values at June 30, 2013 and December 31, 2012.

The Company’s outstanding debt held by third-party financial institutions is carried at cost, adjusted for discounts. The Company’s debt is not publicly-traded and the carrying amounts typically approximate fair value for the Company’s debt that

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accrues interest at a variable rate, which are considered to be Level 2 inputs. The estimated fair values of the 7% senior notes, the 8.125% senior notes and the 2.875% convertible senior notes were $238.4 million, $266.4 million and $222.5 million at June 30, 2013, respectively. The estimated fair values of the 7% senior notes, the 8.125% senior notes and the 2.875% convertible senior notes were $236.3 million, $273.4 million and $219.4 million at December 31, 2012, respectively. 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 has fixed rate debt held by noncontrolling interest partners with a face value of $23.4 million and $24.5 million at June 30, 2013 and December 31, 2012, respectively. The Company is unable to determine the fair value of this debt.

NOTE 5—COMMITMENTS AND CONTINGENT LIABILITIES

Certain agreements relating to acquisitions that occurred prior to the adoption in January 2009 of the new FASB guidance for business combinations provide for purchase price adjustments and other future contingent payments based on the financial performance of the acquired companies. The Company will accrue additional amounts related to such contingent payments, which were part of the business combinations, with a corresponding adjustment to goodwill, if and when it is determinable that the applicable financial performance targets will be met. The aggregate of these contingent payments, if all performance targets are met, would not significantly impact the financial position of the Company. The last contingency period for which the Company has an outstanding contingent payment is for the period ending December 2017.

The Company also has certain contingent obligations related to acquisitions made after the adoption in January 2009 of the FASB guidance for business combinations. In accordance with the current guidance, contingent consideration associated with business combinations must be recorded at its fair value at the time of the acquisition and reflected at current fair value for each subsequent reporting period thereafter until settled. The Company records these fair value changes in its statements of operations as acquisition transaction expenses. The contingent consideration is generally subject to payout following the achievement of future performance targets and a portion is expected to be payable in 2013. As of June 30, 2013, the Company has accrued $2.3 million in other current liabilities and $3.5 million in other long-term liabilities and, as of December 31, 2012, the Company had accrued $2.5 million in other current liabilities and $4.2 million in other long-term liabilities, representing the fair value of these estimated payments. The last contingency period for which the Company has an outstanding contingent payment is for the period ending December 2017. See Note 4—Fair Value Measurements for further discussion related to the valuation of these contingent payments.

CTS Arbitration

Live Nation Worldwide, Inc. (“Live Nation Worldwide”) and CTS were parties to an agreement (the “CTS Agreement”), pursuant to which CTS was to develop and Live Nation Worldwide licensed or agreed to use ticketing software or ticketing platforms. Under the agreement, CTS was to develop software to be licensed to Live Nation Worldwide to provide ticketing services in the United States and Canada. The CTS Agreement also generally required Live Nation Worldwide to use CTS’s ticketing platforms in certain European countries so long as CTS’s existing platforms were appropriately modified to meet local market conditions. In June 2010, Live Nation Worldwide terminated the CTS Agreement because CTS materially breached the agreement by failing to deliver a North American ticketing system that met the contractual requirements of being a “world class ticketing system . . . that fits the needs of the North American market,” and by failing to deliver a ticketing system for the United Kingdom and other European countries that fit the needs of those markets as required by the CTS Agreement.

In April 2010, CTS filed a request for arbitration with the International Court of Arbitration of the International Chamber of Commerce (“ICC”) pursuant to the CTS Agreement, alleging that Live Nation Worldwide improperly terminated the CTS Agreement and seeking specific performance and damages, including damages for royalties that would have been paid over the full 10-year term of the CTS Agreement. In June 2013, the arbitrator for the ICC ruled that Live Nation Worldwide validly terminated the CTS Agreement and therefore has no liability to CTS, thus concluding the matter in Live Nation Worldwide's favor.

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

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(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. Litigation continued, and in September 2011, 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 approved preliminarily, but in September 2012 the Court declined to grant final approval. The parties have agreed in principal on the terms of a revised settlement and intend to present those terms to the court for preliminary approval upon execution of a long-form settlement agreement. Ticketmaster and its parent, Live Nation, have not acknowledged any violations of law or liability in connection with the matter.

As of June 30, 2013, the Company has accrued $35.4 million, its best estimate of the probable costs associated with the settlement referred to above. This liability includes 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.

Canadian Consumer Class Action Litigation Relating to TicketsNow

In February 2009, four putative consumer class action complaints were filed in various provinces of Canada against TicketsNow, Ticketmaster, Ticketmaster Canada Ltd. and Premium Inventory, Inc. All of the cases allege essentially the same set of facts and causes of action. Each plaintiff purports to represent a class consisting of all persons who purchased a ticket from Ticketmaster, Ticketmaster Canada Ltd. or TicketsNow from February 2007 to present and alleges that Ticketmaster conspired to divert a large number of tickets for resale through the TicketsNow website at prices higher than face value. The plaintiffs characterize these actions as being in violation of Ontario’s Ticket Speculation Act, the Amusement Act of Manitoba, the Amusement Act of Alberta or the Quebec Consumer Protection Act. The Ontario case contains the additional allegation that Ticketmaster’s and TicketsNow’s service fees violate anti-scalping laws. Each lawsuit seeks compensatory and punitive damages on behalf of the class.

In February 2012, the parties entered into a settlement agreement that will resolve all of the resale market claims. The court approval process for the settlement has been completed, with final approvals given in all provinces. The settlement was paid in January 2013, the full amount of which was funded by an escrow established in connection with Ticketmaster’s 2008 acquisition of TicketsNow.

While it is reasonably possible that a loss related to the primary market claims of this matter could be incurred by the Company in a future period, the Company does not believe that a loss is probable of occurring at this time. Considerable uncertainty remains regarding the validity of the claims and damages asserted against the Company. As a result, the Company is currently unable to estimate the possible loss or range of loss for the primary market claims of this matter. The Company intends to continue to vigorously defend all claims in all of the actions.

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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 violations of antitrust laws and 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. In addition, under the Company’s agreements with Clear Channel, it has assumed and will indemnify Clear Channel for liabilities associated with matters prior to its Separation that are related to its business for which they are a party in the defense.

NOTE 6—CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS

Transactions Involving Directors

The following table sets forth revenue earned and expenses incurred from the transactions noted below:



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands)
Director related-party revenue	$	—	$	3,423	$	2,475	$	8,169
Director related-party expenses	$	1,473	$	6,360	$	3,527	$	9,604

Relationship with Clear Channel

For purposes of governing certain of the ongoing relationships between Clear Channel and Live Nation at and after the Separation, Clear Channel and Live Nation entered into a tax matters agreement, among other agreements.

The Company has a non-employee director as of June 30, 2013 who was also a director and executive officer of Clear Channel. This director receives directors’ fees, stock options and restricted stock awards on the same basis as other non-employee members of the Company’s board of directors. From time to time, the Company purchases advertising from Clear Channel and its subsidiaries in the ordinary course of business on an arms-length basis. The Company also has various lease and licensing agreements with Clear Channel for office space.

Transactions with MSG

The Company had a non-employee director until February 2013 who is also a director and executive officer of MSG and Cablevision Systems Corporation. This director received directors’ fees, stock options and restricted stock awards on the same basis as other non-employee members of the Company’s board of directors. From time to time, the Company promotes events at venues owned and/or operated by MSG and pays rental fees and co-promote fees to MSG and its subsidiaries. In addition, the Company provides ticketing services for venues and sports franchises owned and/or operated by MSG and pays royalty fees to MSG and its subsidiaries. The Company also receives transaction fees from MSG and its subsidiaries for tickets MSG sells using the Company’s ticketing software. Finally, the Company purchases advertising from Cablevision Systems Corporation and its subsidiaries from time to time. All of these transactions are entered into in the ordinary course of business on an arms-length basis, and are included in the table above through February 2013.

Transactions Involving Executives

Irving Azoff was the Company’s Executive Chairman and Chairman of its board of directors until his resignation as an officer, director and employee of the Company on December 31, 2012. ATC Aviation, Inc. (“ATC”), which is owned by Irving Azoff, owns an aircraft. An aircraft management and charter company, unrelated to either the Company or ATC, manages and operates the aircraft on ATC’s behalf. The Company was charged market rates for the use of the aircraft when used by Mr. Azoff or other executives on Company business, a portion of which was paid to ATC. These arrangements are no longer in effect following Mr. Azoff’s departure from the Company. For the three and six months ended June 30, 2012, the Company made payments totaling $0.4 million and $1.0 million, respectively.

Irving Azoff has a minority ownership interest in an entity that subleases office space from the Company. Rent charged by the Company totaled $0.2 million and $0.4 million, respectively, for the three and six months ended June 30, 2012.

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Other Related Parties

The Company conducts certain transactions in the ordinary course of business with companies that are owned, in part or in total, by various members of management of the Company’s subsidiaries or companies over which it has significant influence. These transactions primarily relate to venue rentals, concession services, equipment rentals, ticketing, marketing and other services. As of June 30, 2013 and December 31, 2012, the Company has a receivable balance of $11.5 million and $12.2 million, respectively, from certain of these companies. The following table sets forth expenses incurred and revenue earned from these companies for services rendered or provided in relation to these business ventures. None of these transactions were with directors or executive officers of the Company.



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands)
Other related-parties revenue	$	1,627	$	861	$	2,954	$	2,315
Other related-parties expenses	$	2,677	$	2,158	$	7,827	$	4,034

NOTE 7—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 (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 19% for 2013 (as compared to 19% in the prior year), 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 required by this guidance, the Company also includes tax effects of significant, unusual or extraordinary items in income tax expense in the interim period in which they occur.

Net income tax expense is $12.0 million for the six months ended June 30, 2013. The components of tax expense that contributed to the net income tax expense for the six months ended June 30, 2013 primarily consist of income tax expense of $8.7 million based on the expected annual rate pertaining to ordinary income for the six month period, a $1.1 million federal tax adjustment to prior year tax filings and state and local taxes of $2.0 million.

Historically, the Company has reinvested all foreign earnings in its continuing foreign operations. The Company currently believes all 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 2001 through 2012 remain open to examination by the major tax jurisdictions to which the Company is subject.

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NOTE 8—EQUITY

The following table shows the reconciliation of the carrying amount of stockholders’ equity attributable to Live Nation Entertainment, Inc., equity attributable to noncontrolling interests, total equity and also redeemable noncontrolling interests:



	Live Nation Entertainment, Inc. Stockholders’ Equity			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
	(in thousands)									(in thousands)
Balances at December 31, 2012	$	1,355,418		$	153,156		$	1,508,574		$	42,100
Non-cash and stock-based compensation	14,119			—			14,119			—
Common stock issued under stock plans, net of shares withheld for employee taxes	(4,000		)	—			(4,000		)	—
Exercise of stock options	73,449			—			73,449			—
Acquisitions	—			146			146			38,561
Acquisitions of noncontrolling interests	(410		)	410			—			—
Sales of noncontrolling interests	—			(399		)	(399		)
Redeemable noncontrolling interests fair value adjustments	(160		)	—			(160		)	160
Noncontrolling interests contributions	—			267			267			—
Cash distributions	—			(1,936		)	(1,936		)	—
Other	—			(612		)	(612		)	(64		)
Comprehensive income (loss):
Net income (loss)	(5,109		)	1,935			(3,174		)	(1,998		)
Unrealized gain on cash flow hedges	25			—			25			—
Realized loss on cash flow hedges	457			—			457			—
Foreign currency translation adjustments	(41,518		)	—			(41,518		)	—
Balances at June 30, 2013	$	1,392,271		$	152,967		$	1,545,238		$	78,759

Common Stock

During the first half of 2013, the Company issued 8.2 million shares of common stock primarily in connection with stock option exercises.

Noncontrolling Interests

Common securities held by the noncontrolling interests that do not include put arrangements exercisable outside of the control of the Company are recorded in equity, separate from the Company’s stockholders’ equity.

The purchase or sale of additional ownership in an already controlled subsidiary is recorded as an equity transaction with no gain or loss recognized in consolidated net income or comprehensive income. There were no significant acquisitions or sales of noncontrolling interests during the first six months of 2013 or 2012.

Redeemable Noncontrolling Interests

The Company is subject to put arrangements arising from business combinations where the holders of the noncontrolling interests can require the Company to repurchase their shares at specified dates in the future or within specified periods in the future. Certain of these puts can be exercised earlier upon the occurrence of triggering events as specified in the agreements. The exercise dates for these puts range from December 2013 to December 2018. The redemption amounts for these puts are either at a fixed amount, at fair value at the time of exercise or a variable amount based on a formula linked to earnings. In accordance with the FASB guidance for business combinations, the redeemable noncontrolling interests are recorded at their fair value at acquisition date. As these put arrangements are not currently redeemable, for increases in the estimated redemption value, or reductions in the estimated redemption value to the extent increases had been recognized previously, the Company accretes changes in the redemption value over the period from the date of issuance to the earliest redemption date of the individual puts, with the offset recorded to additional paid-in capital. Accounting guidance prohibits the recognition of reductions in value below issuance date value. Changes in estimated redemption values that are based on a formula linked to future earnings are computed using projected cash flows each reporting period which take into account the current expectations

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regarding profitability and the timing of revenue-generating events. For redemption amounts that are fixed dollar amounts, if the initial fair value is the redemption amount, there are no changes recorded until the puts are exercised or expire. The redemption amounts for these put arrangements are reflected in the Company’s balance sheets as redeemable noncontrolling interests outside of permanent equity and, at June 30, 2013 and December 31, 2012, were $78.8 million and $42.1 million, respectively. The increase during the current year is principally related to puts associated with the 2013 acquisitions.

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, 2013:



	Gains and Losses On Cash Flow Hedges			Defined Benefit Pension Items			Foreign Currency Items			Total
	(in thousands)
Balance at December 31, 2012	$	(595	)	$	(611	)	$	(9,717	)	$	(10,923	)
Other comprehensive income (loss) before reclassifications	25			—			(41,518		)	(41,493		)
Amount reclassified from AOCI	457			—			—			457
Net other comprehensive income (loss)	482			—			(41,518		)	(41,036		)
Balance at June 30, 2013	$	(113	)	$	(611	)	$	(51,235	)	$	(51,959	)

The realized loss on cash flow hedges reclassified from AOCI consists of one interest rate swap agreement.

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,
	2013		2012		2013			2012
	(in thousands, except for per share data)
Net income (loss) attributable to common stockholders of Live Nation Entertainment, Inc.—basic and diluted	$	58,130	$	7,692	$	(5,109	)	$	(61,458	)

Weighted average common shares—basic	193,070		186,894		190,960			186,708
Effect of dilutive securities:
Stock options, restricted stock and warrants	3,700		2,431		—			—
2.875% convertible senior notes	—		—		—			—
Weighted average common shares—diluted	196,770		189,325		190,960			186,708

Basic and diluted net income (loss) per common share	$	0.30	$	0.04	$	(0.03	)	$	(0.33	)

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The calculation of diluted net income per common share includes the effects of the assumed exercise of any outstanding stock options and warrants, the assumed vesting of shares of restricted stock awards and units and the assumed conversion of the 2.875% convertible senior notes where dilutive. The following table shows securities excluded from the calculation of diluted net income per common share because such securities are anti-dilutive:



	Three Months Ended June 30,		Six Months Ended June 30,
	2013	2012	2013	2012
	(in thousands)
Options to purchase shares of common stock	6,734	15,981	17,695	21,340
Restricted stock awards and units—unvested	917	3,179	2,594	3,935
Warrants	500	500	500	500
Conversion shares related to 2.875% convertible senior notes	8,105	8,105	8,105	8,105
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding	16,256	27,765	28,894	33,880

NOTE 9—STOCK-BASED COMPENSATION

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



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(in thousands)
Selling, general and administrative expenses	$	3,601	$	3,353	$	6,251	$	6,644
Corporate expenses	4,213		5,587		7,868		11,275
Total	$	7,814	$	8,940	$	14,119	$	17,919

As of June 30, 2013, there was $50.1 million of total unrecognized compensation cost related to stock-based compensation arrangements for stock options and restricted stock awards. This cost is expected to be recognized over a weighted-average period of 2.7 years.

Azoff Trust Note

As part of the Merger, a note was issued to the Azoff Trust in exchange for shares of Ticketmaster’s series A convertible redeemable preferred stock held by the Azoff Trust. The note was paid in full in December 2012 in connection with Mr. Azoff’s resignation. For the three and six months ended June 30, 2012, the Company recorded $1.6 million and $3.2 million, respectively, of expense related to this note as a component of corporate expenses.

NOTE 10—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 and/or operated venues and in rented third-party venues, the production of music festivals and the operation and management of music venues and is the aggregation of the Company’s North American Concerts and International Concerts operating segments. The Ticketing segment involves the management of the Company’s global ticketing operations including providing ticketing software and services to clients 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 Ticketing segment is the aggregation of the Company’s North American Ticketing and International Ticketing operating segments. The Artist Nation segment provides management services to artists and other services including merchandise and is the aggregation of the Company’s Artist Management and Artist Services operating segments. 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 and banner ads in the Company’s owned and/or operated venues and on its primary websites.

Revenue and expenses earned and charged between segments are eliminated in consolidation. Corporate expenses and all line items below operating income are managed on a total company basis.

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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 ending June 30, 2013 and 2012:



	Concerts			Ticketing			Artist Nation			Sponsorship & Advertising			Other			Corporate			Eliminations			Consolidated
										(in thousands)
Three Months Ended June 30, 2013
Revenue	$	1,193,006		$	337,827		$	99,739		$	71,240		$	791		$	—		$	(23,090	)	$	1,679,513
Direct operating expenses	992,476			160,021			68,920			13,311			(2,206		)	—			(22,604		)	1,209,918
Selling, general and administrative expenses	159,517			101,919			22,476			10,959			848			—			—			295,719
Depreciation and amortization	35,068			36,685			10,136			596			11			678			(486		)	82,688
Loss (gain) on disposal of operating assets	(31,332		)	42			1,091			—			—			—			—			(30,199		)
Corporate expenses	—			—			—			—			—			21,812			—			21,812
Acquisition transaction expenses	313			—			17			—			—			1,439			—			1,769
Operating income (loss)	$	36,964		$	39,160		$	(2,901	)	$	46,374		$	2,138		$	(23,929	)	$	—		$	97,806
Intersegment revenue	$	21,254		$	714		$	1,122		$	—		$	—		$	—		$	(23,090	)	$	—
Three Months Ended June 30, 2012
Revenue	$	1,076,024		$	328,939		$	109,241		$	61,278		$	422		$	—		$	(25,227	)	$	1,550,677
Direct operating expenses	896,083			154,367			73,371			9,337			(1,908		)	—			(24,381		)	1,106,869
Selling, general and administrative expenses	145,067			104,673			21,306			9,192			705			—			—			280,943
Depreciation and amortization	44,134			38,803			11,456			(18		)	11			719			(846		)	94,259
Loss (gain) on disposal of operating assets	1			(65		)	—			—			157			—			—			93
Corporate expenses	—			—			—			—			—			27,415			—			27,415
Acquisition transaction expenses	(2,219		)	(315		)	351			—			—			313			—			(1,870		)
Operating income (loss)	$	(7,042	)	$	31,476		$	2,757		$	42,767		$	1,457		$	(28,447	)	$	—		$	42,968
Intersegment revenue	$	20,989		$	2,382		$	1,856		$	—		$	—		$	—		$	(25,227	)	$	—
Six Months Ended June 30, 2013
Revenue	$	1,706,541		$	662,962		$	150,010		$	111,387		$	1,584		$	—		$	(29,273	)	$	2,603,211
Direct operating expenses	1,382,728			315,083			100,332			20,175			(3,171		)	—			(28,295		)	1,786,852

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Selling, general and administrative expenses	296,835			213,859			42,514			20,647		1,386			—			—			575,241
Depreciation and amortization	63,770			79,498			20,170			738		185			1,470			(978		)	164,853
Loss (gain) on disposal of operating assets	(34,462		)	(20		)	679			—		7			—			—			(33,796		)
Corporate expenses	—			—			—			—		—			42,467			—			42,467
Acquisition transaction expenses	547			24			145			—		—			2,261			—			2,977
Operating income (loss)	$	(2,877	)	$	54,518		$	(13,830	)	$	69,827	$	3,177		$	(46,198	)	$	—		$	64,617
Intersegment revenue	$	26,967		$	981		$	1,325		$	—	$	—		$	—		$	(29,273	)	$	—
Capital expenditures	$	11,891		$	42,993		$	282		$	300	$	—		$	(171	)	$	—		$	55,295
Six Months Ended June 30, 2012
Revenue	$	1,524,723		$	655,483		$	170,646		$	97,406	$	1,198		$	—		$	(30,782	)	$	2,418,674
Direct operating expenses	1,239,436			306,242			114,009			16,058		(423		)	—			(29,739		)	1,645,583
Selling, general and administrative expenses	276,685			208,001			45,394			17,981		1,017			—			—			549,078
Depreciation and amortization	72,496			77,969			23,068			21		23			1,438			(1,043		)	173,972
Loss (gain) on disposal of operating assets	(469		)	(155		)	—			—		429			—			—			(195		)
Corporate expenses	—			—			—			—		—			50,632			—			50,632
Acquisition transaction expenses	(1,405		)	(335		)	401			—		—			778			—			(561		)
Operating income (loss)	$	(62,020	)	$	63,761		$	(12,226	)	$	63,346	$	152		$	(52,848	)	$	—		$	165
Intersegment revenue	$	25,038		$	2,696		$	3,048		$	—	$	—		$	—		$	(30,782	)	$	—
Capital expenditures	$	11,458		$	42,422		$	414		$	3,433	$	4		$	983		$	—		$	58,714

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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 based on 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 2012 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 2013, our revenue increased 8% compared to last year driven by an increase in our Concerts segment from higher event activity as well as the impact of the acquisition of a controlling interest in a company that is a leading promoter of festivals completed during the quarter. We had an increase in stadium events throughout Europe and more shows in Australia which was partially offset by fewer arena events in North America. Our Ticketing segment revenue was also up for the second quarter, despite the loss of the 2012 Olympics activity, driven by strong sales in Australia and the United Kingdom as well as our North American resale business. Our strategy remains focused on leveraging our leadership position in the live entertainment industry to reach fans through the live concert experience in order to sell more tickets and grow our sponsorship and advertising revenue, while continuing to optimize our cost structure. We believe that as the leading, global live event and ticketing company we are well-positioned to serve artists, teams, fans and venues.

Our Concerts segment delivered an 11% increase in revenue for the second quarter as compared to last year through increased event activity and attendance and higher results due to acquisitions. Our Concert attendance was up 8% globally driven by additional stadium activity in Europe, more events in newer markets like Australia, as well as growth in our festival business. Our overall Concerts operating results increased for the quarter due to improved profitability in our European business, our North American theaters and clubs business and in global touring, as well as expansion in our international markets.

Our Ticketing segment revenue for the second quarter increased by 3% compared to last year due to an increase in ticket sales for concert events in Australia and the United Kingdom as well as an increase in our resale business. Overall, the number of tickets sold during the second quarter increased by 2% due largely to higher sales in our international ticketing group. Tickets sold through our mobile applications in the second quarter nearly doubled as compared to last year and we are implementing new features this year that we expect to further expand mobile ticket transactions. In the second quarter, over 9% of our North American tickets were sold via mobile devices. Ticketing operating results in the second quarter were driven by strong international concert ticket sales, increased activity in our resale business, and cost savings partially driven by a legal settlement. As in the first quarter, we have incurred higher costs year-over-year from investments in our technology platforms. We will continue to invest in a variety of initiatives aimed at improving the ticket buying process and overall fan and venue client experience.

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Our Artist Nation segment revenue decreased by 9% for the second quarter due to the restructuring of our artist management business in late 2012 and lower sales in our merchandise business. The reductions in management and merchandise revenue led to a year-over-year reduction in operating results for the segment. Our Artist Nation segment is focused on serving our existing artists as well as developing new relationships with top artists and extending the various services we provide.

Our Sponsorship & Advertising segment's second quarter revenue increased by 16% driven primarily by higher online advertising revenue as well as sponsorship revenue generated from tours and custom events. Overall operating income improved 8% in the second quarter driven by the higher activity. An increase in custom events in North America, which have higher direct costs, as well as the timing of fixed costs and our international festivals led to the reduction in operating margins. 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 continue to expand these assets while extending further into new markets internationally.

Our second quarter 2013 operating results were impacted positively by $30.2 million in gains recognized on the disposal of operating assets. These gains include a $21.9 million gain recognized on the sale of a theatrical theater in New York and a $9.4 million gain recognized in connection with an insurance recovery for storm damage sustained to an amphitheater in New York during Hurricane Sandy.

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 to sell more tickets, drive conversion of ticket sales through social and mobile channels, grow our sponsorship and online revenue and sell more tickets for our Ticketmaster clients while driving reductions in the ticketing cost structure.

Our History

We were incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel of substantially all of its entertainment assets and liabilities. 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. Effective on the date of the Merger, Ticketmaster became a wholly-owned subsidiary of Live Nation and Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.

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 and/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 May through September. Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs for shows are expensed at the end of the year for any future events.

To judge the health of our Concerts segment, we primarily monitor the number of confirmed events in our network of owned and/or operated and third-party venues, talent fees, averag