Download Live Nation Entertainment, Inc.(LYV) 10-K - Investor Relations PDF

TitleLive Nation Entertainment, Inc.(LYV) 10-K - Investor Relations
LanguageEnglish
File Size818.6 KB
Total Pages198
Table of Contents
                            Cover Page
FORM 10-K
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
COMPUTATION OF RATIO OF EARNINGS OF FIXED CHARGES
CODE OF BUSINESS CONDUCT AND ETHICS
SUBSIDIARIES OF THE COMPANY
CONSENT OF ERNST & YOUNG LLP
SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER
SECTION 906 CERTIFICATION OF CHIEF EXECUTIVE OFFICER
SECTION 906 CERTIFICATION OF CHIEF FINANCIAL OFFICER
                        
Document Text Contents
Page 1

Live Nation Entertainment, Inc. (LYV)






10-K


Annual report pursuant to section 13 and 15(d)
Filed on 02/28/2011
Filed Period 12/31/2010

































http://thomsonreuters.com/
http://westlawbusiness.com/

Page 2

Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549




FORM 10-K


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

For the fiscal year ended December 31, 2010,

OR


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)




Securities registered pursuant to Section 12(b) of the Act:



Title of Each Class Name of Each Exchange on which Registered

Common Stock, $.01 Par Value per Share;
Preferred Stock Purchase Rights

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:
None




Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months

(or for such shorter period that the registrant was required to file such reports), and 2) has been subject to such filing requirements for the past 90 days. 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 No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in

definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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. (Check one):


Large accelerated filer



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 No

On June 30, 2010, the last business day of the registrant's most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-

affiliates of the registrant was approximately $1.2 billion. (For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates).

On February 22, 2011, there were 181,677,930 outstanding shares of the registrant's common stock, $0.01 par value per share, including 2,339,524 shares of unvested restricted stock

awards and excluding 772,743 shares held in treasury.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of our Definitive Proxy Statement for the 2011 Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into

Part III.

Page 99

Table of Contents

venues, museums and theaters. TicketmasterÀs business also includes the operations of Front Line, one of the worldÀs leading artist management companies.
Through Live NationÀs merger with Ticketmaster, it is expected the combined company will have the tools to develop new products, expand access and
deliver a better service to artists and fans.

The combination of Live Nation and Ticketmaster was structured as a merger of equals. The Merger is accounted for as a business combination under
the acquisition method of accounting in accordance with GAAP. Live Nation was the deemed "accounting acquirer" of Ticketmaster for accounting purposes.

Fair Value of Consideration Transferred
(in thousands except exchange ratio, share and per share amounts)


Ticketmaster common stock outstanding on acquisition date 57,389,598
Final Exchange Ratio per share 1.4743728



Number of converted shares of Live Nation common stock 84,613,662
Less: fractional shares (1,312)



Number of shares of Live Nation common stock issued in the Merger 84,612,350
Per share price of Live Nation common stock on January 25, 2010 $ 10.51
Fair value of shares of Live Nation common stock issued in the Merger $ 889,276
Fair value of exchanged equity and liability awards (1) $ 40,841
Cash paid for fractional shares $ 13



Total consideration transferred $ 930,130






(1) Represents the fair value, including the tax impact, of Ticketmaster stock option, restricted stock and restricted stock unit replacement awards for

precombination services provided, as well as for the precombination service portion of the outstanding shares of Ticketmaster Series A preferred stock
exchanged for a note. Certain holders of restricted stock units have the right to receive cash in exchange for these instruments pursuant to the terms of
those awards. The fair value of outstanding awards which immediately vested at the time of the Merger has been attributed to precombination service
and included in the consideration transferred. The fair value of the awards attributed to postcombination services of $80.4 million will be recorded as
compensation cost in the postcombination financial statements of Live Nation. The fair value of the stock options exchanged related to precombination
service is included in the calculation of purchase consideration and was determined using the Black-Scholes option pricing model. See Note 15ÉStock-
Based Compensation for further discussion of the CompanyÀs stock-based compensation.


93

Page 100

Table of Contents

Recording of Assets Acquired, Liabilities Assumed and Noncontrolling Interests in Ticketmaster

The following table summarizes the acquisition-date fair value of the identifiable assets acquired, liabilities assumed and noncontrolling interests
including an amount for goodwill:

(in thousands)
Fair value of consideration transferred $ 930,130
Plus: Fair value of noncontrolling interests 147,443
Less: Recognized amounts of identifiable assets acquired and liabilities assumed

Cash and cash equivalents 575,579
Accounts receivable 137,600
Prepaid expenses 48,174
Other current assets 32,170
Asset held for sale (Paciolan) 30,000
Property, plant and equipment 64,839
Intangible assets 937,980
Investments in nonconsolidated affiliates 24,630
Other long-term assets 42,163
Accounts payable, client accounts (393,807)
Accounts payable (23,741)
Accrued expenses (134,642)
Deferred revenue (26,210)
Other current liabilities (21,815)
Long-term debt (837,329)
Long-term deferred income taxes (252,735)
Other long-term liabilities





(109,784


)




Goodwill $ 984,501




Goodwill represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized.
The goodwill arising from the Merger consists largely of the synergies expected from combining the operations of Live Nation and Ticketmaster. The
anticipated synergies primarily relate to redundant staffing and related internal support costs, redundant locations, redundant systems and IT costs, purchasing
economies of scale and expanded sponsorship revenue opportunities as well as an assembled workforce and reduced public company costs. Of the total
amount of goodwill recognized in connection with the Merger, approximately $41.4 million is expected to be deductible for tax purposes. Goodwill of $506.5
million, $263.1 million and $214.9 million has been allocated to the Ticketing, Artist Nation and eCommerce segments, respectively, as a result of the
Merger.

Below is a summary of the methodologies and significant assumptions used in estimating the fair value of intangible assets and noncontrolling interests.



• Intangible assets—The fair value of the acquired intangible assets was determined using a variety of valuation approaches. In estimating the fair value

of the acquired intangible assets, the Company utilized the valuation methodology determined to be most appropriate for the individual intangible asset
being valued as described below. The acquired intangible assets include the following:



94

Similer Documents