UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


__________________________________________


Form 10-K/A


(Amendment No. 1)


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


For the fiscal year ended December 31, 2014,


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


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LIVE NATION ENTERTAINMENT, INC.


(Exact name of registrant as specified in its charter) Delaware20-3247759(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 ClassName of Each Exchange on which RegisteredCommon Stock, $.01 Par Value per Share;Preferred Stock Purchase RightsNew 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. x Yes  ̈ No


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


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes  ̈ No


Indicate by check mark whether the registrant has submitted electronically 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 filerxAccelerated 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 June 30, 2014, 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 $3,565,000,000. (For purposes hereof, directors, executive officers and 10% or greater stockholders have been deemed affiliates).


On February 20, 2015, there were 201,500,637 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 1,385,134 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.


DOCUMENTS INCORPORATED BY REFERENCE





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Portions of our Definitive Proxy Statement for the 2015 Annual Meeting of Stockholders, filed on April 27, 2015, were incorporated by reference into Part III of our Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 26, 2015.











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Explanatory Note


On February 26, 2015, Live Nation Entertainment, Inc. (“Live Nation” or the  “Company”) filed with the Securities and Exchange Commission its Annual Report on Form 10-K for the year ended December 31, 2014.


This Amendment No. 1 to Form 10-K (“Amendment No. 1”) of Live Nation is being filed solely to amend Item 15(c) to include the separate financial statements of Venta de Boletos por Computadora, S.A. de C.V. ("VBC") as required under Rule 3-09 of Regulation S-X. The financial statements of  VBC for its fiscal year ended December 31, 2014 were not available at the time the Company filed its Annual Report on Form 10-K. The required financial statements are now provided as Exhibits 99.1 and 99.2 to this Amendment No. 1.


Item 15(c) is the only portion of the Company’s Annual Report on Form 10-K being supplemented or amended by this Form 10-K/A. This Amendment No. 1 does not change any other information set forth in the original filing of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. This Amendment No. 1 consists solely of the preceding cover page, this explanatory note, the information required by Item 15(c) of Form 10-K as provided in Exhibits 99.1 and 99.2, a signature page, the accountants’ consent for VBC and certifications required to be filed as exhibits hereto.


PART IV





ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)1. Financial Statements.


The following consolidated financial statements are included in Item 8 of the Company’s Annual Report on Form 10-K filed on February 26, 2015:


Consolidated Balance Sheets as of December 31, 2014 and 2013


Consolidated Statements of Operations for the Years Ended December 31, 2014, 2013 and 2012


Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2014, 2013 and 2012


Consolidated Statements of Changes in Equity for the Years Ended December 31, 2014, 2013 and 2012


Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012


Notes to Consolidated Financial Statements


(a)2. Financial Statement Schedule.


The following financial statement schedule for the years ended December 31, 2014, 2013 and 2012 is filed as part of Item 15 of the Company’s Annual Report on Form 10-K filed on February 26, 2015 and should be read in conjunction with the consolidated financial statements.


Schedule II Valuation and Qualifying Accounts


All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted.


(a)3. Exhibits.


The information in the Exhibit Index of this Amendment No. 1 is incorporated into this Item 15(a)3 by reference.


(c)     Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons.


The financial statements included in Exhibit 99.1 for the years ended December 31, 2014 and 2013 and the financial statements included in Exhibit 99.2 for the years ended December 31, 2013 and 2012 are filed as part of Item 15 of the Company's Annual Report filed on February 26, 2015 and should be read in conjunction with the Company's consolidated financial statements.














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EXHIBIT INDEX


Incorporated by ReferenceExhibit  No.Exhibit DescriptionFormFile No.Exhibit  No.Filing DateFiled ByFiled HereWith3.1Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Live Nation Entertainment, Inc.8-K001-326013.16/7/2013Live Nation3.2Fifth Amended and Restated Bylaws of Live Nation Entertainment, Inc.8-K001-326013.26/7/2013Live Nation4.1Rights Agreement, dated December 21, 2005, between CCE Spinco, Inc. and The Bank of New York, as Rights Agent.8-K001-326014.112/23/2005Live Nation4.2First Amendment to Rights Agreement, dated February 25, 2009, between Live Nation, Inc. and The Bank of New York Mellon, as Rights Agent.8-K001-326014.13/3/2009Live Nation4.3Second Amendment to Rights Agreement, effective as of September 23, 2011, entered into by and between Live Nation Entertainment, Inc. and The Bank of New York Mellon, as Rights Agent.8-K001-326014.19/28/2011Live Nation4.4Third Amendment to Rights Agreement, effective as of January 11, 2013, entered into by and between Live Nation Entertainment, Inc. and Computershare Shareowner Services, LLC, as Rights Agent.8-K001-326014.11/17/2013Live Nation4.5Form of Certificate of Designations of Series A Junior Participating Preferred Stock.8-K001-326014.212/23/2005Live Nation4.6Form of Right Certificate.8-K001-326014.312/23/2005Live Nation10.1Lockup and Registration Rights Agreement, dated May 26, 2006, among Live Nation, Inc., SAMCO Investments Ltd., Concert Productions International Inc., CPI Entertainment Rights, Inc. and the other parties set forth therein.8-K001-326014.16/2/2006Live Nation10.2Stockholder Agreement, dated February 10, 2009, among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc.8-K001-3260110.22/13/2009Live Nation10.3Note, dated January 24, 2010, among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff.10-K001-3260110.172/25/2010Live Nation10.4Registration Rights Agreement, dated January 25, 2010, among Live Nation, Inc., Liberty Media Corporation and Liberty Media Holdings USA, LLC.8-K001-3260110.11/29/2010Live Nation





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Incorporated by ReferenceExhibit  No.Exhibit DescriptionFormFile No.Exhibit  No.Filing DateFiled ByFiled HereWith10.5Tax Matters Agreement, dated December 21, 2005, among CCE Spinco, Inc., CCE Holdco #2, Inc. and Clear Channel Communications, Inc.8-K001-3260110.212/23/2005Live Nation10.6Tax Sharing Agreement, dated August 20, 2008, among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc.8-K001-3406410.28/25/2008Ticketmaster10.7Form of Indemnification Agreement.10-K001-3260110.232/25/2010Live Nation10.8 §Live Nation Entertainment, Inc. 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011.8-K001-3260110.36/20/2011Live Nation10.9 §Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.S-8333-16450710.11/26/2010Live Nation10.10 §Amendment No. 1 to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan.10-Q001-3260110.111/4/2010Live Nation10.11 §Live Nation Entertainment, Inc. 2006 Annual Incentive Plan, as amended and restated as of April 15, 2011.8-K001-3260110.26/20/2011Live Nation10.12 §Amended and Restated Live Nation, Inc. Stock Bonus Plan.8-K001-3260110.11/25/2010Live Nation10.13 §Employment Agreement, dated October 21, 2009, among Live Nation, Inc., Live Nation Worldwide, Inc. and Michael Rapino.8-K001-3260110.110/22/2009Live Nation10.14 §First Amendment to Employment Agreement, dated December 27, 2012 by and between Live Nation Entertainment, Inc. and Michael Rapino.10-K001-3260110.292/26/2013Live Nation10.15 §Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Michael Rowles.10-K001-3260110.172/24/2014Live Nation10.16 §Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Kathy Willard.10-K001-3260110.192/24/2014Live Nation10.17 §Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc. and Brian Capo.10-Q001-3260110.48/7/2008Live Nation10.18 §First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. and Brian Capo.10-K001-3260110.303/5/2009Live Nation10.19 §Employment Agreement, effective January 1, 2014, between Live Nation Entertainment, Inc. and Joe Berchtold.10-K001-3260110.242/24/2014Live Nation





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Incorporated by ReferenceExhibit  No.Exhibit DescriptionFormFile No.Exhibit  No.Filing DateFiled ByFiled HereWith10.20Credit Agreement entered into as of May 6, 2010, among Live Nation Entertainment, Inc., the Foreign Borrowers party thereto, the Guarantors identified therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent and J.P. Morgan Europe Limited, as London Agent.10-Q001-3260110.48/5/2010Live Nation10.21Amendment No. 1, to the Credit Agreement, dated as of June 29, 2012, entered into by and among Live Nation Entertainment, Inc., the relevant Credit Parties identified therein, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.10-Q001-3260110.28/7/2012Live Nation10.22Amendment No. 2 to the Credit Agreement, dated as of August 16, 2013, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent.10-Q001-3260110.25/6/2014Live Nation10.23Incremental Term Loan Joinder Agreement No. 1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorganChase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein.10-Q001-3260110.211/5/2012Live Nation10.24Indenture, dated August 20, 2012, by and among Live Nation Entertainment, Inc., the Guarantors defined therein, and the Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.111/5/2012Live Nation10.25First Supplemental Indenture, entered into as of October 4, 2012, among Live Nation Entertainment, Inc., the Guarantors listed in Appendix I attached thereto, Live Nation Ushtours (USA), LLC, and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.311/5/2012Live Nation10.26Second Supplemental Indenture, entered into as of August 13, 2013, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.8-K001-3260110.18/16/2013Live Nation





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Incorporated by ReferenceExhibit  No.Exhibit DescriptionFormFile No.Exhibit  No.Filing DateFiled ByFiled HereWith10.27Third Supplemental Indenture, dated as of February 6, 2014 among Live Nation Entertainment, Inc., BigChampagne, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.15/6/2014Live Nation10.28Fourth Supplemental Indenture, dated as of May 27, 2014, among Live Nation Entertainment, Inc., Reigndeer Entertainment Corp., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.37/31/2014Live Nation10.29Fifth Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.210/30/2014Live Nation10.30Sixth Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-K001-3260110.302/26/2015Live Nation10.31Indenture, dated as of May 23, 2014, among Live Nation Entertainment, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.17/31/2014Live Nation10.32First Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-Q001-3260110.110/30/2014Live Nation10.33Second Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO, Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.10-K001-3260110.332/26/2015Live Nation10.34Indenture, dated as of May 23, 2014, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.10-Q001-3260110.27/31/2014Live Nation12.1Computation of Ratio of Earnings to Fixed Charges.10-K001-3260112.12/26/2015Live Nation14.1Code of Business Conduct and Ethics.10-K001-3260114.12/26/2015Live Nation21.1Subsidiaries of the Company.10-K001-3260121.12/26/2015Live Nation23.1Consent of Ernst & Young LLP.10-K001-3260123.12/26/2015Live Nation





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Incorporated by ReferenceExhibit  No.Exhibit DescriptionFormFile No.Exhibit  No.Filing DateFiled ByFiled HereWith23.2Consent of PricewaterhouseCoopers S.C.10-K/A001-3260123.26/30/2014Live Nation24.1Power of Attorney (see signature page 111 of 10-K).10-K001-3260124.12/26/2015Live Nation31.1Certification of Chief Executive Officer.X31.2Certification of Chief Financial Officer.X32.1Section 1350 Certification of Chief Executive Officer.X32.2Section 1350 Certification of Chief Financial Officer.X99.1Financial statements of Venta de Boletos por Computadora, S.A. de C.V. as of and for the years ended December 31, 2014 and 2013.X99.2Financial statements of Venta de Boletos por Computadora, S.A. de C.V. as of and for the years ended December 31, 2013 and 2012.X101.INSXBRL Instance Document10-K001-32601101.INS2/26/2015Live Nation101.SCHXBRL Taxonomy Schema Document10-K001-32601101.SCH2/26/2015Live Nation101.CALXBRL Taxonomy Calculation Linkbase Document10-K001-32601101.CAL2/26/2015Live Nation101.DEFXBRL Taxonomy Definition Linkbase Document10-K001-32601101.DEF2/26/2015Live Nation101.LABXBRL Taxonomy Label Linkbase Document10-K001-32601101.LAB2/26/2015Live Nation101.PREXBRL Taxonomy Presentation Linkbase Document10-K001-32601101.PRE2/26/2015Live Nation








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|§ | Management contract or compensatory plan or arrangement.




The Company has not filed long-term debt instruments of its subsidiaries where the total amount under such instruments is less than ten percent of the total assets of the Company and its subsidiaries on a consolidated basis. However, the Company will furnish a copy of such instruments to the Commission upon request.











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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 30, 2015.


LIVE NATION ENTERTAINMENT, INC.By:/s/ Michael RapinoMichael RapinoPresident and Chief Executive Officer