2006 Annual Report

2006 ANNUAL REPORT 61534 Cover.indd 1 3/28/07 3:32:44 PM Job: 46581_002 Live Nation Page: 1 Color; Composite TO OUR SHAREHOLDERS I want to thank our shareholders, employees, sponsors and, of course – the people without whom we would not exist – the artists and fans, for a tremendous fi rst year as a public company. By the end of 2006, our stock price had more than doubled from the closing price on our fi rst day of trading. We believe you are with us in our vision to transform ourselves into a global, vertically-integrated live music company. As the largest live music company in the world, we are passionate about live music and believe it is an important part of life. We take seriously our role in bringing concerts to fans around the world. The music industry is changing rapidly and historic business models are being challenged. For Live Nation, we believe that this represents a great opportunity. We have a unique and powerful set of virtually unreplicable assets that we believe gives us the foundation to transform ourselves into the next-generation music power player. We believe there are two groups that are gaining strength in the music business – the artists and the fans – and Live Nation sits directly in between them. Our job is to put the artists and fans together, not just for the night of the live event, but far beyond. Our vision is to build a global live music network that provides the platform for artists to tour and fans to purchase live products directly. Now is the time to execute on this vision and we have already begun to aggressively implement our strategies. We are proud of the progress we have already made in 2006 towards our transformation. We were able to execute on a number of key objectives including: • Establishing a vision focused on the music business • Creating a brand: Live Nation • Driving increased show count and attendance at our events with involvement in nine of the top ten tours of 2006, a record year for the North American concert industry • Implementing a centralized venue management department which increased food and beverage revenue per fan by 10% in 2006 • Beginning to divest of non-core business assets such as our sports representation business and interests in certain Las Vegas- based productions, and announcing the plan to sell selected non-core venues and the bulk of our North American theatrical business • Acquiring House of Blues, which increased our small-sized music venue, West coast amphitheater and Canadian presence • Acquiring a majority stake in Concert Productions International, which solidifi ed our global touring business • Acquiring Gamerco, the largest promoter in Spain, a majority interest in Jackie Lombard Productions, one of the largest promoters in France (early 2007), and, in connection with the House of Blues acquisition, a 50% interest in House of Blues Concerts Canada, the largest promoter in Canada, which together extended our reach to eight of the top ten worldwide recorded music markets • Adding important venues to our portfolio, including world-famous Wembley Arena, Gramercy Theater (both in 2006) and Dodge Theater (early 2007) • Launching our online presence, with our websites collectively now ranking as the second most popular entertainment/event site according to Nielsen//Net Ratings • Acquiring Musictoday and TRUNK Ltd, which brought vertically-integrated artist fan clubs and merchandise into our existing artist service portfolio We expect that 2007 will be a similarly busy year. We look forward to updating you on our transformation and seeing you at one of our concerts at a location near you! Michael Rapino President and Chief Executive Offi cer March 23, 2007 www.livenation.com 61534 Cover.indd 2 3/28/07 3:32:46 PM Job: 46581_002 Live Nation Page: 2 Color; Composite UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006, OR ‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF1934 For the transition period from to Commission File Number 001-32601 LIVE NATION, 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 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 È 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 È 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 È 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. È Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer È Accelerated filer ‘ Non-accelerated filer ‘ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ‘ No È On June 30, 2006, 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 $990.7 million. (For purposes hereof, directors, executive officers and 10% or greater shareholders have been deemed affiliates). On February 23, 2007, there were 65,534,260 outstanding shares of the registrant’s common stock, $0.01 par value per share, excluding 1,702,652 shares held in treasury. DOCUMENTS INCORPORATED BY REFERENCE Portions of our Definitive Proxy Statement for the 2007 Annual Meeting, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III. Job: 46581_002 Live Nation Page: 3 Color; Composite LIVE NATION, INC. INDEX TO FORM 10-K PART I Page ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS 25 ITEM 1B. UNRESOLVED STAFF COMMENTS 40 ITEM 2. PROPERTIES 40 ITEM 3. LEGAL PROCEEDINGS 40 ITEM 4. SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS 41 PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 42 ITEM 6. SELECTED FINANCIAL DATA 43 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 73 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 74 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 115 ITEM 9A. CONTROLS AND PROCEDURES 115 ITEM 9B. OTHER INFORMATION 117 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 117 ITEM 11. EXECUTIVE COMPENSATION 117 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 117 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 117 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 117 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES 118 Job: 46581_002 Live Nation Page: 4 Color; Composite PART I “Live Nation” (which may be referred to as the “Company”, “we”, “us” or “our”) means Live Nation, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. Special Note About Forward-Looking Statements Certain statements contained in this Form 10-K (or otherwise made by us or on our behalf from time to time in other reports, filings with the Securities and Exchange Commission, 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 management’s beliefs and assumptions based on information available to our management 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.

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