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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3247759
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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Title of Each Class
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Name of Each Exchange on which Registered
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Common Stock, $.01 Par Value per Share;
Preferred Stock Purchase Rights
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Emerging growth company
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¨
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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¨
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Page
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PART I
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|
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ITEM 1.
|
||
ITEM 1A.
|
||
ITEM 1B.
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||
ITEM 2.
|
||
ITEM 3.
|
||
PART II
|
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ITEM 5.
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||
ITEM 6.
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||
ITEM 7.
|
||
ITEM 7A.
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||
ITEM 8.
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||
ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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AOCI
|
Accumulated other comprehensive income (loss)
|
AOI
|
Adjusted operating income (loss)
|
Company
|
Live Nation Entertainment, Inc. and subsidiaries
|
FASB
|
Financial Accounting Standards Board
|
GAAP
|
United States Generally Accepted Accounting Principles
|
Liberty Media
|
Liberty Media Corporation
|
Live Nation
|
Live Nation Entertainment, Inc. and subsidiaries
|
SEC
|
United States Securities and Exchange Commission
|
VIE
|
Variable interest entity
|
Ticketmaster
|
The ticketing business of the Company
|
•
|
Expand our Concert Platform
. We will deliver more shows, grow our fan base and increase our ticket sales by continuing to build our portfolio of festivals globally, expanding our business into additional top global music markets, and further building our presence in existing markets. Through our strong partnership with artist managers, we believe we can continue to further expand our concert base by delivering strong and consistent services to our artist managers and their clients.
|
•
|
Grow our Revenue per Show.
We will grow our revenue per show across our venues through more effective ticket pricing, broader ticketing distribution and more targeted promotional marketing. We will also grow our onsite fan monetization through improved onsite products and services.
|
•
|
Sell More Tickets and Invest in Product Improvements
. We are focused on selling tickets through a wide set of sales channels, including mobile and online, and leveraging our fan database. We will enhance our API features to reach a broader audience. We will grow the volume of secondary tickets sold through a trusted environment for fan ticket exchanges, allowing our fans to have a dependable, secure destination for secondary ticket acquisition for all events. We will continue to invest in our ticketing platforms and develop innovative products to build fan traffic to our sales channels, drive increased ticket sales, and continue to increase our client base.
|
•
|
Grow Sponsorship and Advertising Partnerships
. We will continue to drive growth in our sponsorship relationships and capture a larger share of the global music sponsorship market. We will focus on expanding existing partnerships and developing new corporate sponsor partners to provide them with targeted strategic programs, leveraging our nearly
86 million
fans attending our shows each year. We will continue to develop and to scale new products in order to drive onsite revenue.
|
•
|
Fans
. During
2017
, we connected
over
580 million
fans to their favorite live event. Our database of fans and their interests provides us with the means to efficiently market our shows to them.
|
•
|
Artists
. We have extensive relationships with artists ranging from those just beginning their careers to established superstars. In
2017
, we promoted shows or tours for
over 4,000 artists
globally. In addition, through our artist management companies, we manage
more than 500
artists.
|
•
|
Online Services and Ticketing
. We own and operate various branded websites, both in the United States and abroad, which are customized to reflect services offered in each jurisdiction. Our primary online websites,
www.livenation.com
and
www.ticketmaster.com
, together with our other branded ticketing websites, are designed to promote ticket sales for live events. We also have both Live Nation and Ticketmaster mobile apps that our fans can use to access event information and buy tickets.
|
•
|
Distribution Network
. We believe that our global distribution network of promoters, venues and festivals provides us with a strong position in the live concert industry. We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in 36 countries worldwide. In addition, we own, operate, have exclusive booking rights for, or have an equity interest in,
222
venues located across
12
countries as of the end of
2017
, making us, we believe, the second largest operator of music venues in the world. We also believe that we are one of the largest music festival producers in the world with 97 festivals globally. In addition, we believe that our global ticketing distribution network, which includes one of the largest ecommerce sites and apps with over 43 million downloads, and
more than 12,000
clients worldwide, makes us the largest ticketing network in the world.
|
•
|
Sponsors
. We employ a sales force of over 400 people that worked with over 900 sponsors during
2017
, through a combination of strategic partnerships, local venue-related deals and national agreements, both in North America and internationally. Our sponsors include some of the most well-recognized national and global brands including Citibank, American Express, O
2
, Pepsi, Cisco and Hilton (each of these brands is a registered trademark of the sponsor).
|
•
|
Employees
. At
December 31, 2017
, we employed
approximately 8,800 full-time employees
.
|
•
|
Stadiums
—Stadiums are multi-purpose facilities, often housing local sports teams. Stadiums typically have 30,000 or more seats. Although they are the largest venues available for live music, they are not specifically designed for live music.
|
•
|
Amphitheaters
—Amphitheaters are generally outdoor venues with between 5,000 and 30,000 seats that are used primarily in the summer season. We believe they are popular because they are designed specifically for concert events, with premium seat packages and better lines of sight and acoustics.
|
•
|
Arenas
—Arenas are indoor venues that are used as multi-purpose facilities, often housing local sports teams. Arenas typically have between 5,000 and 20,000 seats. Because they are indoors, they are able to offer amenities that other similar-sized outdoor venues cannot, such as luxury suites and premium club memberships. As a result, we believe they are popular for higher-priced concerts aimed at audiences willing to pay for these amenities.
|
•
|
Theaters
—Theaters are indoor venues that are built primarily for music events, but may include theatrical performances. These venues typically have a capacity of between 1,000 and 6,500. Theaters represent less risk to concert promoters because they have lower fixed costs associated with hosting a concert and may provide a more appropriately-sized venue for developing artists and more artists in general. Because these venues have a smaller capacity than an amphitheater, they do not offer as much economic upside on a per show basis.
|
•
|
Clubs
—Clubs are indoor venues that are built primarily for music events, but may also include comedy clubs. These venues typically have a capacity of less than 1,000 and often without full fixed seating. Because of their small size, they do not offer as much economic upside, but they also represent less risk to a concert promoter because they have lower fixed costs associated with hosting a concert and also may provide a more appropriately-sized venue for developing artists. Clubs can also be used year-round.
|
•
|
House of Blues
—House of Blues venues are our branded indoor venues that offer customers an integrated live music and dining experience. The live music halls are specially designed to provide optimum acoustics and typically can accommodate between 1,000 to 2,000 guests. A full-service restaurant and bar is located adjacent to the live music hall. We believe that the strength of the brand and the quality of the food, service and unique atmosphere in our restaurants attract customers to these venues independently from an entertainment event and generate a significant amount of repeat business from local customers.
|
•
|
Festival Sites
—Festival sites are outdoor locations used primarily in the summer season to stage large single-day or multi-day concert events featuring several artists on multiple stages. Depending on the location, festival site capacities can range from 10,000 to over 100,000 fans per day. We believe they are popular because of the value provided to the fan by packaging several artists together for an event. While festival sites only host a few events each year, they can provide higher operating income because we are able to generate income from many different services provided at the event.
|
Venue Type
|
|
Capacity
|
|
Owned
|
|
Leased
|
|
Operated
|
|
Exclusive
Booking Rights |
|
Equity
Interest |
|
Total
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Stadium
|
|
More than 30,000
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
Amphitheater
|
|
5,000 - 30,000
|
|
10
|
|
|
32
|
|
|
7
|
|
|
13
|
|
|
—
|
|
|
62
|
|
Arena
|
|
5,000 - 20,000
|
|
1
|
|
|
5
|
|
|
2
|
|
|
2
|
|
|
1
|
|
|
11
|
|
Theater
|
|
1,000 - 6,500
|
|
7
|
|
|
38
|
|
|
9
|
|
|
17
|
|
|
2
|
|
|
73
|
|
Club
|
|
Less than 1,000
|
|
3
|
|
|
17
|
|
|
1
|
|
|
12
|
|
|
1
|
|
|
34
|
|
House of Blues
|
|
1,000 - 2,000
|
|
2
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
Festival Site *
|
|
Varies
|
|
5
|
|
|
2
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|
30
|
|
Total venues in operation
|
|
28
|
|
|
103
|
|
|
19
|
|
|
68
|
|
|
4
|
|
|
222
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Venues currently under construction
|
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||
Venues not currently in operation
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total venues in operation by location:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
North America
|
|
|
|
19
|
|
|
81
|
|
|
15
|
|
|
51
|
|
|
3
|
|
|
169
|
|
International
|
|
|
|
9
|
|
|
22
|
|
|
4
|
|
|
17
|
|
|
1
|
|
|
53
|
|
•
|
the quality of service delivered to our artists, fans, ticketing clients and corporate sponsors;
|
•
|
our track record and reputation in promoting and producing live music events and tours both domestically and internationally;
|
•
|
artist relationships;
|
•
|
our global footprint;
|
•
|
the quality of our ticketing software and services;
|
•
|
our ecommerce site and associated database;
|
•
|
our diverse distribution platform (venues);
|
•
|
the scope and effectiveness in our expertise of advertising and sponsorship programs; and
|
•
|
our financial stability.
|
•
|
privacy laws and protection of personal or sensitive information;
|
•
|
compliance with United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and similar regulations in other countries;
|
•
|
primary ticketing and ticket resale services;
|
•
|
construction, renovation and operation of our venues;
|
•
|
licensing, permitting and zoning, including noise ordinances;
|
•
|
human health, safety and sanitation requirements;
|
•
|
the service of food and alcoholic beverages;
|
•
|
working conditions, labor, minimum wage and hour, citizenship and employment laws;
|
•
|
compliance with the Americans with Disabilities Act of 1990 (“ADA”), the United Kingdom’s Disability Discrimination Act of 1995 (“DDA”) and similar regulations in other countries;
|
•
|
hazardous and non-hazardous waste and other environmental protection laws;
|
•
|
sales and other taxes and withholding of taxes;
|
•
|
marketing activities via the telephone and online; and
|
•
|
historic landmark rules.
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
|
|
|
|
Michael Rapino
|
|
52
|
|
President, Chief Executive Officer and Director
|
Ron Bension
|
|
63
|
|
President–HOB Entertainment
|
Joe Berchtold
|
|
53
|
|
President
|
Brian Capo
|
|
51
|
|
Chief Accounting Officer
|
Arthur Fogel
|
|
64
|
|
Chairman–Global Music and President–Global Touring
|
John Hopmans
|
|
59
|
|
Executive Vice President–Mergers and Acquisitions and Strategic Finance
|
John Reid
|
|
56
|
|
President–Live Nation Europe Concerts
|
Alan Ridgeway
|
|
51
|
|
President–International and Emerging Markets
|
Bob Roux
|
|
60
|
|
President–US Concerts
|
Michael Rowles
|
|
52
|
|
General Counsel and Secretary
|
Jared Smith
|
|
40
|
|
President–Ticketmaster
|
Russell Wallach
|
|
52
|
|
President–Media and Sponsorships
|
Kathy Willard
|
|
51
|
|
Chief Financial Officer
|
Mark Yovich
|
|
43
|
|
President–Ticketmaster International
|
Jordan Zachary
|
|
35
|
|
Chief Strategy Officer
|
•
|
an increased level of competition for advertising dollars, which may lead to lower sponsorships as we attempt to retain advertisers or which may cause us to lose advertisers to our competitors offering better programs that we are unable or unwilling to match;
|
•
|
unfavorable fluctuations in operating costs, including increased guarantees to artists, which we may be unwilling or unable to pass through to our customers via higher ticket prices;
|
•
|
inability to fund the significant up-front cash requirements associated with our touring and ticketing businesses due to insufficient cash on hand or capacity under our senior secured credit facility, which could result in the loss of key tours to competitors or the inability to secure and retain ticketing clients;
|
•
|
competitors’ offerings that may include more favorable terms than we do in order to obtain agreements for new venues or ticketing arrangements or to obtain events for the venues they operate;
|
•
|
technological changes and innovations that we are unable to adopt or are late in adopting that offer more attractive entertainment alternatives than we or other live entertainment providers currently offer, which may lead to a reduction in attendance at live events, a loss of ticket sales or lower ticket fees; and
|
•
|
other entertainment options available to our audiences that we do not offer.
|
•
|
political instability, adverse changes in diplomatic relations and unfavorable economic and business conditions in the markets in which we currently have international operations or into which we may expand, particularly in the case of emerging markets;
|
•
|
more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, which could result in increased compliance costs and/or otherwise restrict the manner in which we provide services and the amount of related fees charged for such services;
|
•
|
limitations on the enforcement of intellectual property rights;
|
•
|
limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings;
|
•
|
adverse tax consequences due both to the complexity of operating across multiple tax regimes as well as changes in, or new interpretations of, international tax treaties and structures;
|
•
|
expropriations of property and risks of renegotiation or modification of existing agreements with governmental authorities;
|
•
|
diminished ability to legally enforce our contractual rights in foreign countries;
|
•
|
limitations on technology infrastructure, which could limit our ability to migrate international operations to a common ticketing system;
|
•
|
variability in venue security standards and accepted practices;
|
•
|
lower levels of internet usage, credit card usage and consumer spending in comparison to those in the United States; and
|
•
|
difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by United States law and our internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing of foreign operations, which we might not be able to do effectively or cost-efficiently.
|
•
|
privacy laws and protection of personal or sensitive information, as more particularly described above under the risk factor related to our processing, storage, use and disclosure of personal or sensitive information;
|
•
|
compliance with the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act 2010 and similar regulations in other countries, as more particularly described above under the risk factor related to our international operations;
|
•
|
primary ticketing and ticket resale services;
|
•
|
construction, renovation and operation of our venues;
|
•
|
licensing, permitting and zoning, including noise ordinances;
|
•
|
human health, safety and sanitation requirements;
|
•
|
the service of food and alcoholic beverages;
|
•
|
working conditions, labor, minimum wage and hour, citizenship and employment laws;
|
•
|
compliance with the ADA and the DDA;
|
•
|
hazardous and non-hazardous waste and other environmental protection laws;
|
•
|
sales and other taxes and withholding of taxes;
|
•
|
marketing activities via the telephone and online; and
|
•
|
historic landmark rules.
|
•
|
using a significant portion of our available cash;
|
•
|
issuing equity securities, which would dilute current stockholders’ percentage ownership;
|
•
|
incurring substantial debt;
|
•
|
incurring or assuming contingent liabilities, known or unknown;
|
•
|
incurring amortization expenses related to intangibles; and
|
•
|
incurring large accounting write-offs or impairments.
|
•
|
integrating the operations, financial reporting, technologies and personnel of acquired companies, including establishing and maintaining a system of internal controls appropriate for a public company environment;
|
•
|
managing geographically dispersed operations;
|
•
|
the diversion of management’s attention from other business concerns;
|
•
|
the inherent risks in entering markets or lines of business in which we have either limited or no direct experience; and
|
•
|
the potential loss of key employees, customers and strategic partners of acquired companies.
|
•
|
construction of live music venues may result in cost overruns, delays or unanticipated expenses;
|
•
|
desirable sites for live music venues may be unavailable or costly; and
|
•
|
the attractiveness of our venue locations may deteriorate over time.
|
Fiscal Quarter Ended
|
|
Operating
income (loss)
|
||
|
|
(in thousands)
|
||
|
|
|
||
March 31, 2016
|
|
$
|
(33,290
|
)
|
June 30, 2016
|
|
$
|
74,159
|
|
September 30, 2016
|
|
$
|
191,286
|
|
December 31, 2016
|
|
$
|
(37,215
|
)
|
March 31, 2017
|
|
$
|
(21,366
|
)
|
June 30, 2017
|
|
$
|
113,433
|
|
September 30, 2017
|
|
$
|
201,347
|
|
December 31, 2017
|
|
$
|
(202,017
|
)
|
•
|
incur additional debt;
|
•
|
pay dividends and make distributions;
|
•
|
make certain investments;
|
•
|
repurchase our stock and prepay certain indebtedness;
|
•
|
create liens;
|
•
|
enter into transactions with affiliates;
|
•
|
modify the nature of our business;
|
•
|
enter into sale-leaseback transactions;
|
•
|
transfer and sell material assets; and
|
•
|
merge or consolidate.
|
•
|
making it more difficult for us to satisfy our obligations;
|
•
|
increasing our vulnerability to adverse economic, regulatory and industry conditions;
|
•
|
limiting our ability to obtain additional financing for future working capital, capital expenditures, acquisitions and other purposes;
|
•
|
requiring us to dedicate a substantial portion of our cash flow from operations to fund payments on our debt, thereby reducing funds available for operations and other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
|
•
|
making us more vulnerable to increases in interest rates; and
|
•
|
placing us at a competitive disadvantage compared to our competitors that have less debt.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands except per share data)
|
||||||||||||||||||
Results of Operations Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
$
|
10,337,448
|
|
|
$
|
8,354,934
|
|
|
$
|
7,245,731
|
|
|
$
|
6,866,964
|
|
|
$
|
6,478,547
|
|
Operating income
(2)
|
$
|
91,397
|
|
|
$
|
194,940
|
|
|
$
|
131,372
|
|
|
$
|
7,164
|
|
|
$
|
139,660
|
|
Income (loss) before income taxes
(2)
|
$
|
(9,380
|
)
|
|
$
|
48,326
|
|
|
$
|
6,353
|
|
|
$
|
(99,820
|
)
|
|
$
|
(5,137
|
)
|
Net income (loss) attributable to common stockholders of Live Nation
(3)
|
$
|
(6,015
|
)
|
|
$
|
2,942
|
|
|
$
|
(32,508
|
)
|
|
$
|
(90,807
|
)
|
|
$
|
(43,378
|
)
|
Basic and diluted net loss per common share available to common stockholders of Live Nation
(4)
|
$
|
(0.48
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.33
|
)
|
|
$
|
(0.49
|
)
|
|
$
|
(0.23
|
)
|
Cash dividends per share
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Balance Sheet Data
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
7,504,263
|
|
|
$
|
6,764,266
|
|
|
$
|
6,156,241
|
|
|
$
|
5,968,361
|
|
|
$
|
5,668,360
|
|
Long-term debt, net (including current maturities)
|
$
|
2,299,959
|
|
|
$
|
2,313,053
|
|
|
$
|
2,045,014
|
|
|
$
|
2,043,400
|
|
|
$
|
1,793,726
|
|
(1)
|
Acquisitions and dispositions along with changes in foreign exchange rates can significantly impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data.
|
(2)
|
The year ended December 31, 2017 includes the accrual of a $110.0 million legal settlement entered into in January 2018. See Item 8. Financial Statements and Supplementary Data—Note 6—Commitments and Contingent Liabilities for further discussion. In addition, the years ended December 31, 2017 and 2014, include $20.0 million and $135.0 million, respectively, of goodwill impairments recorded in conjunction with our annual impairment tests.
|
(3)
|
The year ended December 31, 2017 includes the accrual of a $110.0 million legal settlement entered into in January 2018, and a $55.7 million income tax benefit from the 2017 tax reform. See Item 8. Financial Statements and Supplementary Data—Note 8—Income Taxes for further discussion of the 2017 tax reform change. In addition, the years ended December 31, 2017 and 2014, include $20.0 million and $97.4 million, respectively, of goodwill impairments, net of the noncontrolling interests share of the 2014 impairments, recorded in conjunction with our annual impairment tests.
|
(4)
|
The year ended December 31, 2017 includes a loss of $0.36 per common share from the impact of the legal settlement and goodwill impairment offset by the tax benefit from the 2017 tax reform. The year ended December 31, 2014 includes a loss of $0.48 per common share from the impact of the goodwill impairments.
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
|
(in thousands except estimated events)
|
|||||||
Concerts
(1)
|
|
|
|
|
|
|||
Estimated events:
|
|
|
|
|
|
|||
North America
|
19,933
|
|
|
17,554
|
|
|
16,846
|
|
International
|
9,643
|
|
|
8,708
|
|
|
8,665
|
|
Total estimated events
|
29,576
|
|
|
26,262
|
|
|
25,511
|
|
Estimated fans:
|
|
|
|
|
|
|||
North America
|
54,868
|
|
|
48,611
|
|
|
43,622
|
|
International
|
31,038
|
|
|
22,330
|
|
|
19,704
|
|
Total estimated fans
|
85,906
|
|
|
70,941
|
|
|
63,326
|
|
Ticketing
(2)
|
|
|
|
|
|
|||
Number of fee-bearing tickets sold
|
205,704
|
|
|
187,094
|
|
|
175,334
|
|
Number of non-fee-bearing tickets sold
|
292,242
|
|
|
297,766
|
|
|
297,087
|
|
Total tickets sold
|
497,946
|
|
|
484,860
|
|
|
472,421
|
|
(1)
|
Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.
|
(2)
|
The number of fee-bearing tickets sold includes primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters control ticketing and which are reported as the events occur. The non-fee-bearing tickets sold reported above includes primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our ‘do it yourself’ platform.
|
|
Operating
income
(loss)
|
|
Stock-
based
compensation
expense
|
|
Loss (gain)
on disposal of
operating
assets
|
|
Depreciation
and
amortization
|
|
Acquisition
expenses
|
|
AOI
|
||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Concerts
|
$
|
(93,589
|
)
|
|
$
|
18,872
|
|
|
$
|
(1,056
|
)
|
|
$
|
226,315
|
|
|
$
|
34,461
|
|
|
$
|
185,003
|
|
Sponsorship & Advertising
|
251,486
|
|
|
1,375
|
|
|
—
|
|
|
27,669
|
|
|
—
|
|
|
280,530
|
|
||||||
Ticketing
|
90,905
|
|
|
4,117
|
|
|
49
|
|
|
200,777
|
|
|
2,011
|
|
|
297,859
|
|
||||||
Other and Eliminations
|
(17,338
|
)
|
|
—
|
|
|
—
|
|
|
(4,284
|
)
|
|
—
|
|
|
(21,622
|
)
|
||||||
Corporate
|
(140,067
|
)
|
|
18,391
|
|
|
38
|
|
|
5,057
|
|
|
(47
|
)
|
|
(116,628
|
)
|
||||||
Total
|
$
|
91,397
|
|
|
$
|
42,755
|
|
|
$
|
(969
|
)
|
|
$
|
455,534
|
|
|
$
|
36,425
|
|
|
$
|
625,142
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Concerts
|
$
|
(63,290
|
)
|
|
$
|
10,459
|
|
|
$
|
(61
|
)
|
|
$
|
194,715
|
|
|
$
|
7,315
|
|
|
$
|
149,138
|
|
Sponsorship & Advertising
|
228,105
|
|
|
1,295
|
|
|
—
|
|
|
18,206
|
|
|
—
|
|
|
247,606
|
|
||||||
Ticketing
|
174,491
|
|
|
3,699
|
|
|
68
|
|
|
185,925
|
|
|
1,095
|
|
|
365,278
|
|
||||||
Other and Eliminations
|
(14,675
|
)
|
|
234
|
|
|
—
|
|
|
372
|
|
|
207
|
|
|
(13,862
|
)
|
||||||
Corporate
|
(129,691
|
)
|
|
17,036
|
|
|
117
|
|
|
4,433
|
|
|
85
|
|
|
(108,020
|
)
|
||||||
Total
|
$
|
194,940
|
|
|
$
|
32,723
|
|
|
$
|
124
|
|
|
$
|
403,651
|
|
|
$
|
8,702
|
|
|
$
|
640,140
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Concerts
|
$
|
(133,488
|
)
|
|
$
|
11,946
|
|
|
$
|
645
|
|
|
$
|
201,775
|
|
|
$
|
13,867
|
|
|
$
|
94,745
|
|
Sponsorship & Advertising
|
218,353
|
|
|
1,574
|
|
|
—
|
|
|
9,932
|
|
|
—
|
|
|
229,859
|
|
||||||
Ticketing
|
158,229
|
|
|
2,860
|
|
|
26
|
|
|
184,129
|
|
|
1,219
|
|
|
346,463
|
|
||||||
Other and Eliminations
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
(2,085
|
)
|
|
—
|
|
|
(2,198
|
)
|
||||||
Corporate
|
(111,609
|
)
|
|
16,981
|
|
|
174
|
|
|
3,490
|
|
|
151
|
|
|
(90,813
|
)
|
||||||
Total
|
$
|
131,372
|
|
|
$
|
33,361
|
|
|
$
|
845
|
|
|
$
|
397,241
|
|
|
$
|
15,237
|
|
|
$
|
578,056
|
|
|
Year Ended December 31,
|
|
% Change
2017 vs 2016 |
|
% Change
2016 vs 2015 |
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
7,892,076
|
|
|
$
|
6,283,521
|
|
|
$
|
5,382,965
|
|
|
26%
|
|
17%
|
Direct operating expenses
|
6,641,071
|
|
|
5,202,097
|
|
|
4,450,517
|
|
|
28%
|
|
17%
|
|||
Selling, general and administrative expenses
|
1,119,335
|
|
|
950,060
|
|
|
863,516
|
|
|
18%
|
|
10%
|
|||
Depreciation and amortization
|
206,315
|
|
|
194,715
|
|
|
201,775
|
|
|
16%
|
|
(3)%
|
|||
Goodwill impairment
|
20,000
|
|
|
—
|
|
|
—
|
|
|
*
|
|
*
|
|||
Loss (gain) on disposal of operating assets
|
(1,056
|
)
|
|
(61
|
)
|
|
645
|
|
|
*
|
|
*
|
|||
Operating loss
|
$
|
(93,589
|
)
|
|
$
|
(63,290
|
)
|
|
$
|
(133,488
|
)
|
|
(48)%
|
|
53%
|
Operating margin
|
(1.2
|
)%
|
|
(1.0
|
)%
|
|
(2.5
|
)%
|
|
|
|
|
|||
AOI **
|
$
|
185,003
|
|
|
$
|
149,138
|
|
|
$
|
94,745
|
|
|
24%
|
|
57%
|
AOI margin
|
2.3
|
%
|
|
2.4
|
%
|
|
1.8
|
%
|
|
|
|
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) above.
|
|
Year Ended December 31,
|
|
% Change
2017 vs 2016 |
|
% Change
2016 vs 2015 |
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
445,148
|
|
|
$
|
377,618
|
|
|
$
|
333,726
|
|
|
18%
|
|
13%
|
Direct operating expenses
|
78,725
|
|
|
60,218
|
|
|
47,760
|
|
|
31%
|
|
26%
|
|||
Selling, general and administrative expenses
|
87,268
|
|
|
71,089
|
|
|
57,681
|
|
|
23%
|
|
23%
|
|||
Depreciation and amortization
|
27,669
|
|
|
18,206
|
|
|
9,932
|
|
|
52%
|
|
83%
|
|||
Operating income
|
$
|
251,486
|
|
|
$
|
228,105
|
|
|
$
|
218,353
|
|
|
10%
|
|
4%
|
Operating margin
|
56.5
|
%
|
|
60.4
|
%
|
|
65.4
|
%
|
|
|
|
|
|||
AOI **
|
$
|
280,530
|
|
|
$
|
247,606
|
|
|
$
|
229,859
|
|
|
13%
|
|
8%
|
AOI margin
|
63.0
|
%
|
|
65.6
|
%
|
|
68.9
|
%
|
|
|
|
|
**
|
AOI is defined and reconciled to operating income (loss) above.
|
|
Year Ended December 31,
|
|
% Change
2017 vs 2016 |
|
% Change
2016 vs 2015 |
||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||
|
(in thousands)
|
|
|
|
|
||||||||||
Revenue
|
$
|
2,143,800
|
|
|
$
|
1,827,930
|
|
|
$
|
1,639,564
|
|
|
17%
|
|
11%
|
Direct operating expenses
|
1,170,121
|
|
|
956,956
|
|
|
808,697
|
|
|
22%
|
|
18%
|
|||
Selling, general and administrative expenses
|
681,948
|
|
|
510,490
|
|
|
488,483
|
|
|
34%
|
|
5%
|
|||
Depreciation and amortization
|
200,777
|
|
|
185,925
|
|
|
184,129
|
|
|
8%
|
|
1%
|
|||
Loss on disposal of operating assets
|
49
|
|
|
68
|
|
|
26
|
|
|
*
|
|
*
|
|||
Operating income
|
$
|
90,905
|
|
|
$
|
174,491
|
|
|
$
|
158,229
|
|
|
(48)%
|
|
10%
|
Operating margin
|
4.2
|
%
|
|
9.5
|
%
|
|
9.7
|
%
|
|
|
|
|
|||
AOI **
|
$
|
297,859
|
|
|
$
|
365,278
|
|
|
$
|
346,463
|
|
|
(18)%
|
|
5%
|
AOI margin
|
13.9
|
%
|
|
20.0
|
%
|
|
21.1
|
%
|
|
|
|
|
*
|
Percentages are not meaningful.
|
**
|
AOI is defined and reconciled to operating income (loss) above.
|
|
Year Ended December 31,
|
|
% Change
2017 vs 2016 |
|
% Change
2016 vs 2015 |
|||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
|
|||||||||||||||||||
|
As Reported
|
|
Currency Impacts
|
|
Constant Currency**
|
|
As Reported
|
|
As Reported
|
|
As Reported
|
|
Constant Currency
|
|
As Reported
|
|||||||||||
|
(in thousands)
|
|
|
|
|
|
|
|||||||||||||||||||
Revenue
|
$
|
10,337,448
|
|
|
$
|
(28,096
|
)
|
|
$
|
10,309,352
|
|
|
$
|
8,354,934
|
|
|
$
|
7,245,731
|
|
|
24%
|
|
23%
|
|
15%
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Direct operating expenses
|
7,748,791
|
|
|
(20,932
|
)
|
|
7,727,859
|
|
|
6,082,708
|
|
|
5,196,473
|
|
|
27%
|
|
27%
|
|
17%
|
||||||
Selling, general and administrative expenses
|
1,907,723
|
|
|
(723
|
)
|
|
1,907,000
|
|
|
1,548,450
|
|
|
1,411,855
|
|
|
23%
|
|
23%
|
|
10%
|
||||||
Depreciation and amortization
|
455,534
|
|
|
797
|
|
|
456,331
|
|
|
403,651
|
|
|
397,241
|
|
|
13%
|
|
13%
|
|
2%
|
||||||
Loss (gain) on disposal of operating assets
|
(969
|
)
|
|
17
|
|
|
(952
|
)
|
|
124
|
|
|
845
|
|
|
*
|
|
*
|
|
*
|
||||||
Corporate expenses
|
134,972
|
|
|
14
|
|
|
134,986
|
|
|
125,061
|
|
|
107,945
|
|
|
8%
|
|
8%
|
|
16%
|
||||||
Operating income
|
91,397
|
|
|
$
|
(7,269
|
)
|
|
$
|
84,128
|
|
|
194,940
|
|
|
131,372
|
|
|
(53)%
|
|
(57
|
)%
|
|
48%
|
|||
Operating margin
|
0.9
|
%
|
|
|
|
0.8
|
%
|
|
2.3
|
%
|
|
1.8
|
%
|
|
|
|
|
|
|
|||||||
Interest expense
|
106,722
|
|
|
|
|
|
|
|
106,506
|
|
|
102,881
|
|
|
|
|
|
|
|
|||||||
Loss on extinguishment of debt
|
1,048
|
|
|
|
|
|
|
14,049
|
|
|
—
|
|
|
|
|
|
|
|
||||||||
Interest income
|
(5,717
|
)
|
|
|
|
|
|
(2,573
|
)
|
|
(3,528
|
)
|
|
|
|
|
|
|
||||||||
Equity in losses (earnings) of nonconsolidated affiliates
|
(1,161
|
)
|
|
|
|
|
|
17,802
|
|
|
(1,502
|
)
|
|
|
|
|
|
|
||||||||
Other expense (income), net
|
(115
|
)
|
|
|
|
|
|
10,830
|
|
|
27,168
|
|
|
|
|
|
|
|
||||||||
Income before income taxes
|
(9,380
|
)
|
|
|
|
|
|
48,326
|
|
|
6,353
|
|
|
|
|
|
|
|
||||||||
Income tax expense (benefit)
|
(17,154
|
)
|
|
|
|
|
|
28,029
|
|
|
22,122
|
|
|
|
|
|
|
|
||||||||
Net income (loss)
|
7,774
|
|
|
|
|
|
|
20,297
|
|
|
(15,769
|
)
|
|
|
|
|
|
|
||||||||
Net income attributable to noncontrolling interests
|
13,789
|
|
|
|
|
|
|
17,355
|
|
|
16,739
|
|
|
|
|
|
|
|
||||||||
Net income (loss) attributable to common stockholders of Live Nation
|
$
|
(6,015
|
)
|
|
|
|
|
|
$
|
2,942
|
|
|
$
|
(32,508
|
)
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
|
% Change 2017 vs 2016
|
|
% Change 2016 vs 2015
|
||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|
|
||||||||||
|
|
(in thousands)
|
|
|
|
|
||||||||||||
Depreciation
|
|
$
|
149,634
|
|
|
$
|
139,288
|
|
|
$
|
134,148
|
|
|
7
|
%
|
|
4
|
%
|
Amortization of intangibles
|
|
202,566
|
|
|
178,130
|
|
|
173,959
|
|
|
14
|
%
|
|
2
|
%
|
|||
Amortization of nonrecoupable ticketing contract advances ***
|
|
83,334
|
|
|
85,067
|
|
|
86,550
|
|
|
(2
|
)%
|
|
(2
|
)%
|
|||
Goodwill impairment
|
|
20,000
|
|
|
—
|
|
|
—
|
|
|
*
|
|
|
*
|
|
|||
Amortization of other assets
|
|
—
|
|
|
1,166
|
|
|
2,584
|
|
|
(100
|
)%
|
|
(55
|
)%
|
|||
Depreciation and amortization
|
|
$
|
455,534
|
|
|
$
|
403,651
|
|
|
$
|
397,241
|
|
|
|
|
|
*
|
Percentages are not meaningful.
|
**
|
See “—Non-GAAP Measures” above for definition of constant currency.
|
***
|
In accounting for the merger between Live Nation and Ticketmaster Entertainment LLC in January 2010, the nonrecoupable ticketing contract advances that existed at the date of the merger were written off in acquisition accounting in accordance with GAAP. Had we continued amortizing the net book value of these nonrecoupable ticketing contract advances, the amortization above would have been $1.5 million, $1.3 million and $1.7 million higher for the years ended December 31, 2017, 2016 and 2015, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Maintenance capital expenditures
|
$
|
113,595
|
|
|
$
|
92,125
|
|
|
$
|
79,008
|
|
Revenue generating capital expenditures
|
113,756
|
|
|
94,702
|
|
|
65,726
|
|
|||
Total capital expenditures
|
$
|
227,351
|
|
|
$
|
186,827
|
|
|
$
|
144,734
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
623,006
|
|
|
$
|
597,490
|
|
|
$
|
307,854
|
|
Investing activities
|
$
|
(327,586
|
)
|
|
$
|
(426,477
|
)
|
|
$
|
(290,985
|
)
|
Financing activities
|
$
|
(127,083
|
)
|
|
$
|
99,212
|
|
|
$
|
(44,121
|
)
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
|
|
(in thousands)
|
||||||||||
Consolidated
|
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
10,337,448
|
|
|
$
|
(650,226
|
)
|
|
$
|
9,687,222
|
|
Direct operating expenses
|
|
$
|
7,748,791
|
|
|
$
|
(566,893
|
)
|
|
$
|
7,181,898
|
|
Depreciation and amortization
|
|
$
|
455,534
|
|
|
$
|
(83,333
|
)
|
|
$
|
372,201
|
|
2016
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
8,354,934
|
|
|
$
|
(528,598
|
)
|
|
$
|
7,826,336
|
|
Direct operating expenses
|
|
$
|
6,082,708
|
|
|
$
|
(443,531
|
)
|
|
$
|
5,639,177
|
|
Depreciation and amortization
|
|
$
|
403,651
|
|
|
$
|
(85,067
|
)
|
|
$
|
318,584
|
|
Ticketing Segment
|
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
2,143,800
|
|
|
$
|
(797,290
|
)
|
|
$
|
1,346,510
|
|
Direct operating expenses
|
|
$
|
1,170,121
|
|
|
$
|
(709,240
|
)
|
|
$
|
460,881
|
|
Depreciation and amortization
|
|
$
|
200,777
|
|
|
$
|
(88,050
|
)
|
|
$
|
112,727
|
|
2016
|
|
|
|
|
|
|
||||||
Revenue
|
|
$
|
1,827,930
|
|
|
$
|
(661,901
|
)
|
|
$
|
1,166,029
|
|
Direct operating expenses
|
|
$
|
956,956
|
|
|
$
|
(574,266
|
)
|
|
$
|
382,690
|
|
Depreciation and amortization
|
|
$
|
185,925
|
|
|
$
|
(87,635
|
)
|
|
$
|
98,290
|
|
Year Ended December 31,
|
||||||||
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
*
|
|
1.38
|
|
1.03
|
|
*
|
|
*
|
*
|
For the years ended December 31, 2017,
2014
and
2013
, fixed charges exceeded earnings before income taxes and fixed charges by $10.5 million, $104.0 million and $6.0 million, respectively.
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands, except share data)
|
||||||
ASSETS
|
|
||||||
Current assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
1,825,322
|
|
|
$
|
1,526,591
|
|
Accounts receivable, less allowance of $32,755 and $29,634 in 2017 and 2016, respectively
|
725,304
|
|
|
568,936
|
|
||
Prepaid expenses
|
546,713
|
|
|
528,250
|
|
||
Other current assets
|
55,403
|
|
|
49,774
|
|
||
Total current assets
|
3,152,742
|
|
|
2,673,551
|
|
||
Property, plant and equipment
|
|
|
|
||||
Land, buildings and improvements
|
955,937
|
|
|
838,545
|
|
||
Computer equipment and capitalized software
|
610,924
|
|
|
524,571
|
|
||
Furniture and other equipment
|
312,962
|
|
|
256,765
|
|
||
Construction in progress
|
133,906
|
|
|
125,430
|
|
||
|
2,013,729
|
|
|
1,745,311
|
|
||
Less accumulated depreciation
|
1,127,793
|
|
|
993,775
|
|
||
|
885,936
|
|
|
751,536
|
|
||
Intangible assets
|
|
|
|
||||
Definite-lived intangible assets, net
|
729,265
|
|
|
812,031
|
|
||
Indefinite-lived intangible assets
|
369,023
|
|
|
368,766
|
|
||
Goodwill
|
1,754,589
|
|
|
1,747,088
|
|
||
Other long-term assets
|
612,708
|
|
|
411,294
|
|
||
Total assets
|
$
|
7,504,263
|
|
|
$
|
6,764,266
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable, client accounts
|
$
|
948,637
|
|
|
$
|
726,475
|
|
Accounts payable
|
85,666
|
|
|
55,030
|
|
||
Accrued expenses
|
1,109,246
|
|
|
781,494
|
|
||
Deferred revenue
|
925,220
|
|
|
804,973
|
|
||
Current portion of long-term debt, net
|
347,593
|
|
|
53,317
|
|
||
Other current liabilities
|
160,638
|
|
|
39,055
|
|
||
Total current liabilities
|
3,577,000
|
|
|
2,460,344
|
|
||
Long-term debt, net
|
1,952,366
|
|
|
2,259,736
|
|
||
Long-term deferred income taxes
|
137,635
|
|
|
197,811
|
|
||
Other long-term liabilities
|
174,391
|
|
|
149,791
|
|
||
Commitments and contingent liabilities
|
|
|
|
|
|
||
Redeemable noncontrolling interests
|
244,727
|
|
|
347,068
|
|
||
Stockholders’ equity
|
|
|
|
||||
Preferred stock—Series A Junior Participating, $.01 par value; 20,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Preferred stock, $.01 par value; 30,000,000 shares authorized; no shares issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; 450,000,000 shares authorized; 208,483,993 and 204,475,849 shares issued and 208,075,969 and 204,067,825 shares outstanding in 2017 and 2016, respectively
|
2,069
|
|
|
2,034
|
|
||
Additional paid-in capital
|
2,374,006
|
|
|
2,381,011
|
|
||
Accumulated deficit
|
(1,079,472
|
)
|
|
(1,073,457
|
)
|
||
Cost of shares held in treasury (408,024 shares)
|
(6,865
|
)
|
|
(6,865
|
)
|
||
Accumulated other comprehensive loss
|
(108,542
|
)
|
|
(176,707
|
)
|
||
Total Live Nation stockholders’ equity
|
1,181,196
|
|
|
1,126,016
|
|
||
Noncontrolling interests
|
236,948
|
|
|
223,500
|
|
||
Total equity
|
1,418,144
|
|
|
1,349,516
|
|
||
Total liabilities and equity
|
$
|
7,504,263
|
|
|
$
|
6,764,266
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands except share and per share data)
|
|||||||||||
Revenue
|
|
$
|
10,337,448
|
|
|
$
|
8,354,934
|
|
|
$
|
7,245,731
|
|
Operating expenses:
|
|
|
|
|
|
|
||||||
Direct operating expenses
|
|
7,748,791
|
|
|
6,082,708
|
|
|
5,196,473
|
|
|||
Selling, general and administrative expenses
|
|
1,907,723
|
|
|
1,548,450
|
|
|
1,411,855
|
|
|||
Depreciation and amortization
|
|
455,534
|
|
|
403,651
|
|
|
397,241
|
|
|||
Loss (gain) on disposal of operating assets
|
|
(969
|
)
|
|
124
|
|
|
845
|
|
|||
Corporate expenses
|
|
134,972
|
|
|
125,061
|
|
|
107,945
|
|
|||
Operating income
|
|
91,397
|
|
|
194,940
|
|
|
131,372
|
|
|||
Interest expense
|
|
106,722
|
|
|
106,506
|
|
|
102,881
|
|
|||
Loss on extinguishment of debt
|
|
1,048
|
|
|
14,049
|
|
|
—
|
|
|||
Interest income
|
|
(5,717
|
)
|
|
(2,573
|
)
|
|
(3,528
|
)
|
|||
Equity in losses (earnings) of nonconsolidated affiliates
|
|
(1,161
|
)
|
|
17,802
|
|
|
(1,502
|
)
|
|||
Other expense (income), net
|
|
(115
|
)
|
|
10,830
|
|
|
27,168
|
|
|||
Income before income taxes
|
|
(9,380
|
)
|
|
48,326
|
|
|
6,353
|
|
|||
Income tax expense (benefit)
|
|
(17,154
|
)
|
|
28,029
|
|
|
22,122
|
|
|||
Net income (loss)
|
|
7,774
|
|
|
20,297
|
|
|
(15,769
|
)
|
|||
Net income attributable to noncontrolling interests
|
|
13,789
|
|
|
17,355
|
|
|
16,739
|
|
|||
Net income (loss) attributable to common stockholders of Live Nation
|
|
$
|
(6,015
|
)
|
|
$
|
2,942
|
|
|
$
|
(32,508
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per common share available to common stockholders of Live Nation
|
|
$
|
(0.48
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.33
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
||||||
Basic and diluted
|
|
204,923,740
|
|
|
202,076,243
|
|
|
200,973,485
|
|
|||
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Reconciliation to net loss available to common stockholders of Live Nation:
|
|
|
|
|
|
|
|
|
||||
Net income (loss) attributable to common stockholders of Live Nation
|
|
$
|
(6,015
|
)
|
|
$
|
2,942
|
|
|
$
|
(32,508
|
)
|
Accretion of redeemable noncontrolling interests
|
|
(91,631
|
)
|
|
(49,952
|
)
|
|
(33,179
|
)
|
|||
Basic and diluted net loss available to common stockholders of Live Nation
|
|
$
|
(97,646
|
)
|
|
$
|
(47,010
|
)
|
|
$
|
(65,687
|
)
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Net income (loss)
|
|
$
|
7,774
|
|
|
$
|
20,297
|
|
|
$
|
(15,769
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
67,704
|
|
|
(64,947
|
)
|
|
(41,895
|
)
|
|||
Other
|
|
461
|
|
|
(103
|
)
|
|
248
|
|
|||
Comprehensive income (loss)
|
|
75,939
|
|
|
(44,753
|
)
|
|
(57,416
|
)
|
|||
Comprehensive income attributable to noncontrolling interests
|
|
13,789
|
|
|
17,355
|
|
|
16,739
|
|
|||
Comprehensive income (loss) attributable to common stockholders of Live Nation
|
|
$
|
62,150
|
|
|
$
|
(62,108
|
)
|
|
$
|
(74,155
|
)
|
|
|
Live Nation Stockholders’ Equity
|
|
|
|
|
|
|
|||||||||||||||||||||||||||
|
|
Common
Shares Issued |
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Cost of
Shares Held in Treasury |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Noncontrolling
Interests
|
|
Total
Equity
|
|
Redeemable
Noncontrolling
Interests
|
|||||||||||||||||
|
(in thousands, except share data)
|
|
(in thousands)
|
||||||||||||||||||||||||||||||||
Balances at December 31, 2014
|
|
200,431,276
|
|
|
$
|
2,004
|
|
|
$
|
2,414,428
|
|
|
$
|
(1,042,603
|
)
|
|
$
|
(6,865
|
)
|
|
$
|
(70,010
|
)
|
|
$
|
186,893
|
|
|
$
|
1,483,847
|
|
|
$
|
168,855
|
|
Non-cash and stock-based compensation
|
|
—
|
|
|
—
|
|
|
33,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,361
|
|
|
—
|
|
||||||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
|
460,418
|
|
|
5
|
|
|
(7,657
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,652
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
1,138,891
|
|
|
11
|
|
|
16,269
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,280
|
|
|
—
|
|
||||||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
30,627
|
|
|
30,627
|
|
|
83,263
|
|
||||||||
Purchases of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(6,555
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,585
|
)
|
|
(10,140
|
)
|
|
—
|
|
||||||||
Sales of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
11,899
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
720
|
|
|
12,619
|
|
|
(9,652
|
)
|
||||||||
Redeemable noncontrolling interests fair value adjustments
|
|
—
|
|
|
—
|
|
|
(33,179
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,179
|
)
|
|
33,179
|
|
||||||||
Noncontrolling interests contributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
255
|
|
|
255
|
|
|
—
|
|
||||||||
Cash distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,693
|
)
|
|
(24,693
|
)
|
|
(5,953
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,182
|
)
|
|
(5,182
|
)
|
|
2,215
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,508
|
)
|
|
—
|
|
|
—
|
|
|
24,931
|
|
|
(7,577
|
)
|
|
(8,192
|
)
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(41,895
|
)
|
|
—
|
|
|
(41,895
|
)
|
|
—
|
|
||||||||
Other
|
|
|
|
|
|
|
|
|
|
|
|
248
|
|
|
|
|
248
|
|
|
|
|||||||||||||||
Balances at December 31, 2015
|
|
202,030,585
|
|
|
2,020
|
|
|
2,428,566
|
|
|
(1,075,111
|
)
|
|
(6,865
|
)
|
|
(111,657
|
)
|
|
209,966
|
|
|
1,446,919
|
|
|
263,715
|
|
||||||||
Non-cash and stock-based compensation
|
|
—
|
|
|
—
|
|
|
34,011
|
|
|
(1,288
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
32,723
|
|
|
—
|
|
||||||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
|
302,545
|
|
|
3
|
|
|
(4,110
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,107
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
1,062,936
|
|
|
11
|
|
|
20,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20,299
|
|
|
—
|
|
||||||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,697
|
|
|
40,697
|
|
|
72,560
|
|
||||||||
Divestitures
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,856
|
)
|
|
(1,856
|
)
|
|
—
|
|
||||||||
Purchases of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(49,111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,049
|
)
|
|
(63,160
|
)
|
|
(12,674
|
)
|
||||||||
Sales of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
1,424
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
427
|
|
|
1,851
|
|
|
—
|
|
||||||||
Redeemable noncontrolling interests fair value adjustments
|
|
—
|
|
|
—
|
|
|
(49,952
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49,952
|
)
|
|
49,952
|
|
||||||||
Cash distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34,285
|
)
|
|
(34,285
|
)
|
|
(20,846
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(105
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(399
|
)
|
|
(504
|
)
|
|
5
|
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,942
|
|
|
—
|
|
|
—
|
|
|
22,999
|
|
|
25,941
|
|
|
(5,644
|
)
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,947
|
)
|
|
—
|
|
|
(64,947
|
)
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
|
(103
|
)
|
|
—
|
|
||||||||
Balances at December 31, 2016
|
|
203,396,066
|
|
|
2,034
|
|
|
2,381,011
|
|
|
(1,073,457
|
)
|
|
(6,865
|
)
|
|
(176,707
|
)
|
|
223,500
|
|
|
1,349,516
|
|
|
347,068
|
|
||||||||
Non-cash and stock-based compensation
|
|
—
|
|
|
—
|
|
|
42,755
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,755
|
|
|
—
|
|
||||||||
Common stock issued under stock plans, net of shares withheld for employee taxes
|
|
342,974
|
|
|
4
|
|
|
(5,456
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,452
|
)
|
|
—
|
|
||||||||
Exercise of stock options
|
|
3,137,997
|
|
|
31
|
|
|
51,038
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51,069
|
|
|
—
|
|
||||||||
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,159
|
|
|
9,159
|
|
|
6,640
|
|
||||||||
Purchases of noncontrolling interests
|
|
—
|
|
|
—
|
|
|
(3,616
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,836
|
)
|
|
(6,452
|
)
|
|
(165,227
|
)
|
||||||||
Redeemable noncontrolling interests fair value adjustments
|
|
—
|
|
|
—
|
|
|
(91,631
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(91,631
|
)
|
|
91,631
|
|
||||||||
Contributions received
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,671
|
|
|
10,671
|
|
|
1,875
|
|
||||||||
Cash distributions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,715
|
)
|
|
(24,715
|
)
|
|
(28,994
|
)
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
(95
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
212
|
|
|
117
|
|
|
(1,099
|
)
|
||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Net income (loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,015
|
)
|
|
—
|
|
|
—
|
|
|
20,957
|
|
|
14,942
|
|
|
(7,167
|
)
|
||||||||
Foreign currency translation adjustments
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67,704
|
|
|
—
|
|
|
67,704
|
|
|
—
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|
—
|
|
|
461
|
|
|
—
|
|
||||||||
Balances at December 31, 2017
|
|
206,877,037
|
|
|
$
|
2,069
|
|
|
$
|
2,374,006
|
|
|
$
|
(1,079,472
|
)
|
|
$
|
(6,865
|
)
|
|
$
|
(108,542
|
)
|
|
$
|
236,948
|
|
|
$
|
1,418,144
|
|
|
$
|
244,727
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
7,774
|
|
|
$
|
20,297
|
|
|
$
|
(15,769
|
)
|
Reconciling items:
|
|
|
|
|
|
||||||
Depreciation
|
149,634
|
|
|
139,288
|
|
|
134,148
|
|
|||
Amortization
|
305,900
|
|
|
264,363
|
|
|
263,093
|
|
|||
Deferred income tax benefit
|
(71,539
|
)
|
|
(7,891
|
)
|
|
(9,611
|
)
|
|||
Amortization of debt issuance costs, discounts and premium, net
|
13,174
|
|
|
12,594
|
|
|
10,885
|
|
|||
Provision for uncollectible accounts receivable and advances
|
20,295
|
|
|
21,681
|
|
|
19,505
|
|
|||
Loss on extinguishment of debt
|
1,048
|
|
|
14,049
|
|
|
—
|
|
|||
Non-cash compensation expense
|
42,755
|
|
|
32,723
|
|
|
33,361
|
|
|||
Unrealized changes in fair value of contingent consideration
|
18,011
|
|
|
(5,715
|
)
|
|
8,010
|
|
|||
Equity in losses (earnings) of nonconsolidated affiliates, net of distributions
|
6,898
|
|
|
27,498
|
|
|
9,436
|
|
|||
Other, net
|
67
|
|
|
(3,587
|
)
|
|
(11,525
|
)
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
|
|
|
|
|
|
||||||
Increase in accounts receivable
|
(133,020
|
)
|
|
(146,128
|
)
|
|
(67,235
|
)
|
|||
Increase in prepaid expenses and other assets
|
(239,065
|
)
|
|
(129,748
|
)
|
|
(122,872
|
)
|
|||
Increase in accounts payable, accrued expenses and other liabilities
|
474,301
|
|
|
193,775
|
|
|
3,480
|
|
|||
Increase in deferred revenue
|
26,773
|
|
|
164,291
|
|
|
52,948
|
|
|||
Net cash provided by operating activities
|
623,006
|
|
|
597,490
|
|
|
307,854
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Advances of notes receivable
|
(19,120
|
)
|
|
(17,227
|
)
|
|
(28,288
|
)
|
|||
Investments made in nonconsolidated affiliates
|
(25,170
|
)
|
|
(28,922
|
)
|
|
(21,998
|
)
|
|||
Purchases of property, plant and equipment
|
(238,435
|
)
|
|
(173,827
|
)
|
|
(142,491
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
(47,946
|
)
|
|
(211,624
|
)
|
|
(89,780
|
)
|
|||
Purchases of intangible assets
|
(10,977
|
)
|
|
(6,234
|
)
|
|
(12,267
|
)
|
|||
Other, net
|
14,062
|
|
|
11,357
|
|
|
3,839
|
|
|||
Net cash used in investing activities
|
(327,586
|
)
|
|
(426,477
|
)
|
|
(290,985
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net of debt issuance costs
|
60,912
|
|
|
844,451
|
|
|
57,276
|
|
|||
Payments on long-term debt including extinguishment costs
|
(110,855
|
)
|
|
(606,831
|
)
|
|
(63,569
|
)
|
|||
Contributions from noncontrolling interests
|
10,671
|
|
|
88
|
|
|
711
|
|
|||
Distributions to noncontrolling interests
|
(46,036
|
)
|
|
(55,131
|
)
|
|
(30,645
|
)
|
|||
Purchases and sales of noncontrolling interests, net
|
(71,509
|
)
|
|
(69,106
|
)
|
|
(9,752
|
)
|
|||
Proceeds from exercise of stock options
|
51,069
|
|
|
20,299
|
|
|
16,280
|
|
|||
Payments for deferred and contingent consideration
|
(15,883
|
)
|
|
(20,539
|
)
|
|
(6,770
|
)
|
|||
Other, net
|
(5,452
|
)
|
|
(14,019
|
)
|
|
(7,652
|
)
|
|||
Net cash provided by (used in) financing activities
|
(127,083
|
)
|
|
99,212
|
|
|
(44,121
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
130,394
|
|
|
(46,759
|
)
|
|
(51,652
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
298,731
|
|
|
223,466
|
|
|
(78,904
|
)
|
|||
Cash and cash equivalents at beginning of period
|
1,526,591
|
|
|
1,303,125
|
|
|
1,382,029
|
|
|||
Cash and cash equivalents at end of period
|
$
|
1,825,322
|
|
|
$
|
1,526,591
|
|
|
$
|
1,303,125
|
|
|
|
|
|
|
|
||||||
SUPPLEMENTAL DISCLOSURE
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
||||||
Interest, net of interest income
|
$
|
87,111
|
|
|
$
|
96,678
|
|
|
$
|
92,620
|
|
Income taxes, net of refunds
|
$
|
44,871
|
|
|
$
|
30,312
|
|
|
$
|
44,287
|
|
|
As Reported
|
|
Adjustment
|
|
As Restated
|
||||||
|
(in thousands)
|
||||||||||
Consolidated
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
||||||
Revenue
|
$
|
10,337,448
|
|
|
$
|
(650,226
|
)
|
|
$
|
9,687,222
|
|
Direct operating expenses
|
$
|
7,748,791
|
|
|
$
|
(566,893
|
)
|
|
$
|
7,181,898
|
|
Depreciation and amortization
|
$
|
455,534
|
|
|
$
|
(83,333
|
)
|
|
$
|
372,201
|
|
2016
|
|
|
|
|
|
||||||
Revenue
|
$
|
8,354,934
|
|
|
$
|
(528,598
|
)
|
|
$
|
7,826,336
|
|
Direct operating expenses
|
$
|
6,082,708
|
|
|
$
|
(443,531
|
)
|
|
$
|
5,639,177
|
|
Depreciation and amortization
|
$
|
403,651
|
|
|
$
|
(85,067
|
)
|
|
$
|
318,584
|
|
Ticketing Segment
|
|
|
|
|
|
||||||
2017
|
|
|
|
|
|
||||||
Revenue
|
$
|
2,143,800
|
|
|
$
|
(797,290
|
)
|
|
$
|
1,346,510
|
|
Direct operating expenses
|
$
|
1,170,121
|
|
|
$
|
(709,240
|
)
|
|
$
|
460,881
|
|
Depreciation and amortization
|
$
|
200,777
|
|
|
$
|
(88,050
|
)
|
|
$
|
112,727
|
|
2016
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,827,930
|
|
|
$
|
(661,901
|
)
|
|
$
|
1,166,029
|
|
Direct operating expenses
|
$
|
956,956
|
|
|
$
|
(574,266
|
)
|
|
$
|
382,690
|
|
Depreciation and amortization
|
$
|
185,925
|
|
|
$
|
(87,635
|
)
|
|
$
|
98,290
|
|
|
Revenue-
generating
contracts
|
|
Client /
vendor
relationships
|
|
Trademarks
and naming rights |
|
Technology
|
|
Other
(1)
|
|
Total
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Balance as of December 31, 2015:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross carrying amount
|
$
|
700,795
|
|
|
$
|
379,282
|
|
|
$
|
86,556
|
|
|
$
|
30,265
|
|
|
$
|
246,003
|
|
|
$
|
1,442,901
|
|
Accumulated amortization
|
(313,743
|
)
|
|
(169,620
|
)
|
|
(14,578
|
)
|
|
(8,602
|
)
|
|
(158,595
|
)
|
|
(665,138
|
)
|
||||||
Net
|
387,052
|
|
|
209,662
|
|
|
71,978
|
|
|
21,663
|
|
|
87,408
|
|
|
777,763
|
|
||||||
Gross carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Acquisitions—current year
|
136,029
|
|
|
42,861
|
|
|
5,100
|
|
|
24,804
|
|
|
11,411
|
|
|
220,205
|
|
||||||
Acquisitions—prior year
|
11,404
|
|
|
782
|
|
|
3,618
|
|
|
—
|
|
|
2,674
|
|
|
18,478
|
|
||||||
Dispositions
|
—
|
|
|
(2,299
|
)
|
|
—
|
|
|
—
|
|
|
(1,225
|
)
|
|
(3,524
|
)
|
||||||
Foreign exchange
|
(25,360
|
)
|
|
(4,528
|
)
|
|
(930
|
)
|
|
(1,364
|
)
|
|
(8,110
|
)
|
|
(40,292
|
)
|
||||||
Other
(2)
|
(62,470
|
)
|
|
(14,089
|
)
|
|
(6
|
)
|
|
(627
|
)
|
|
(126,746
|
)
|
|
(203,938
|
)
|
||||||
Net change
|
59,603
|
|
|
22,727
|
|
|
7,782
|
|
|
22,813
|
|
|
(121,996
|
)
|
|
(9,071
|
)
|
||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization
|
(76,484
|
)
|
|
(60,815
|
)
|
|
(9,623
|
)
|
|
(6,153
|
)
|
|
(25,055
|
)
|
|
(178,130
|
)
|
||||||
Dispositions
|
—
|
|
|
599
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|
621
|
|
||||||
Foreign exchange
|
10,555
|
|
|
1,962
|
|
|
477
|
|
|
491
|
|
|
2,926
|
|
|
16,411
|
|
||||||
Other
(2)
|
62,872
|
|
|
14,089
|
|
|
—
|
|
|
627
|
|
|
126,849
|
|
|
204,437
|
|
||||||
Net change
|
(3,057
|
)
|
|
(44,165
|
)
|
|
(9,146
|
)
|
|
(5,035
|
)
|
|
104,742
|
|
|
43,339
|
|
||||||
Balance as of December 31, 2016:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross carrying amount
|
760,398
|
|
|
402,009
|
|
|
94,338
|
|
|
53,078
|
|
|
124,007
|
|
|
1,433,830
|
|
||||||
Accumulated amortization
|
(316,800
|
)
|
|
(213,785
|
)
|
|
(23,724
|
)
|
|
(13,637
|
)
|
|
(53,853
|
)
|
|
(621,799
|
)
|
||||||
Net
|
443,598
|
|
|
188,224
|
|
|
70,614
|
|
|
39,441
|
|
|
70,154
|
|
|
812,031
|
|
||||||
Gross carrying amount:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Acquisitions—current year
|
19,095
|
|
|
22,635
|
|
|
—
|
|
|
12,707
|
|
|
6,620
|
|
|
61,057
|
|
||||||
Acquisitions—prior year
|
(6,724
|
)
|
|
—
|
|
|
35,464
|
|
|
1,120
|
|
|
—
|
|
|
29,860
|
|
||||||
Foreign exchange
|
23,308
|
|
|
10,457
|
|
|
1,429
|
|
|
2,278
|
|
|
4,857
|
|
|
42,329
|
|
||||||
Other
(2)
|
(6,714
|
)
|
|
(93,652
|
)
|
|
(4,900
|
)
|
|
(5,517
|
)
|
|
(253
|
)
|
|
(111,036
|
)
|
||||||
Net change
|
28,965
|
|
|
(60,560
|
)
|
|
31,993
|
|
|
10,588
|
|
|
11,224
|
|
|
22,210
|
|
||||||
Accumulated amortization:
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Amortization
|
(94,797
|
)
|
|
(61,550
|
)
|
|
(13,315
|
)
|
|
(13,869
|
)
|
|
(19,035
|
)
|
|
(202,566
|
)
|
||||||
Foreign exchange
|
(9,918
|
)
|
|
(4,460
|
)
|
|
(560
|
)
|
|
(764
|
)
|
|
(2,463
|
)
|
|
(18,165
|
)
|
||||||
Other
(2)
|
11,504
|
|
|
93,438
|
|
|
4,918
|
|
|
5,525
|
|
|
370
|
|
|
115,755
|
|
||||||
Net change
|
(93,211
|
)
|
|
27,428
|
|
|
(8,957
|
)
|
|
(9,108
|
)
|
|
(21,128
|
)
|
|
(104,976
|
)
|
||||||
Balance as of December 31, 2017:
|
|
|
|
|
|
|
|
|
|||||||||||||||
Gross carrying amount
|
789,363
|
|
|
341,449
|
|
|
126,331
|
|
|
63,666
|
|
|
135,231
|
|
|
1,456,040
|
|
||||||
Accumulated amortization
|
(410,011
|
)
|
|
(186,357
|
)
|
|
(32,681
|
)
|
|
(22,745
|
)
|
|
(74,981
|
)
|
|
(726,775
|
)
|
||||||
Net
|
$
|
379,352
|
|
|
$
|
155,092
|
|
|
$
|
93,650
|
|
|
$
|
40,921
|
|
|
$
|
60,250
|
|
|
$
|
729,265
|
|
|
Weighted-
Average
Life (years)
|
||
|
2017
|
|
2016
|
|
|
|
|
Revenue-generating contracts
|
7
|
|
8
|
Client/vendor relationships
|
6
|
|
6
|
Trademarks and naming rights
|
—
|
|
10
|
Technology
|
3
|
|
5
|
Other
|
9
|
|
5
|
All categories
|
6
|
|
8
|
|
(in thousands)
|
||
2018
|
$
|
179,251
|
|
2019
|
$
|
151,852
|
|
2020
|
$
|
118,439
|
|
2021
|
$
|
81,950
|
|
2022
|
$
|
63,920
|
|
|
Concerts
|
|
Sponsorship
& Advertising
|
|
Ticketing
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance as of December 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
$
|
943,272
|
|
|
$
|
332,081
|
|
|
$
|
733,825
|
|
|
$
|
2,009,178
|
|
Accumulated impairment losses
|
(404,863
|
)
|
|
—
|
|
|
—
|
|
|
(404,863
|
)
|
||||
Net
|
538,409
|
|
|
332,081
|
|
|
733,825
|
|
|
1,604,315
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Acquisitions—current year
|
123,952
|
|
|
45,376
|
|
|
8,671
|
|
|
177,999
|
|
||||
Acquisitions—prior year
|
(18,457
|
)
|
|
18,302
|
|
|
(108
|
)
|
|
(263
|
)
|
||||
Dispositions
|
(323
|
)
|
|
—
|
|
|
—
|
|
|
(323
|
)
|
||||
Foreign exchange
|
(31,424
|
)
|
|
67
|
|
|
(3,283
|
)
|
|
(34,640
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2016:
|
|
|
|
|
|
|
|
||||||||
Goodwill
|
1,017,020
|
|
|
395,826
|
|
|
739,105
|
|
|
2,151,951
|
|
||||
Accumulated impairment losses
|
(404,863
|
)
|
|
—
|
|
|
—
|
|
|
(404,863
|
)
|
||||
Net
|
612,157
|
|
|
395,826
|
|
|
739,105
|
|
|
1,747,088
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Acquisitions—current year
|
10,265
|
|
|
5,438
|
|
|
11,139
|
|
|
26,842
|
|
||||
Acquisitions—prior year
|
(21,614
|
)
|
|
(9,822
|
)
|
|
882
|
|
|
(30,554
|
)
|
||||
Impairment
|
(20,000
|
)
|
|
—
|
|
|
—
|
|
|
(20,000
|
)
|
||||
Foreign exchange
|
10,242
|
|
|
10,311
|
|
|
10,660
|
|
|
31,213
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance as of December 31, 2017:
|
|
|
|
|
|
|
|||||||||
Goodwill
|
1,015,913
|
|
|
401,753
|
|
|
761,786
|
|
|
2,179,452
|
|
||||
Accumulated impairment losses
|
(424,863
|
)
|
|
—
|
|
|
—
|
|
|
(424,863
|
)
|
||||
Net
|
$
|
591,050
|
|
|
$
|
401,753
|
|
|
$
|
761,786
|
|
|
$
|
1,754,589
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Current assets
|
|
$
|
125,883
|
|
|
$
|
58,099
|
|
Noncurrent assets
|
|
$
|
117,890
|
|
|
$
|
14,854
|
|
Current liabilities
|
|
$
|
133,586
|
|
|
$
|
39,207
|
|
Noncurrent liabilities
|
|
$
|
15,531
|
|
|
$
|
—
|
|
Noncontrolling interests
|
|
$
|
476
|
|
|
$
|
355
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Revenue
|
|
$
|
83,363
|
|
|
$
|
57,620
|
|
|
$
|
59,770
|
|
Operating income
|
|
$
|
23,691
|
|
|
$
|
24,673
|
|
|
$
|
27,443
|
|
Net income
|
|
$
|
18,048
|
|
|
$
|
18,652
|
|
|
$
|
20,481
|
|
Net income attributable to the common stockholders of the equity investees
|
|
$
|
17,927
|
|
|
$
|
18,670
|
|
|
$
|
20,400
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
|
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
(in thousands)
|
||||||
Senior Secured Credit Facility:
|
|
|
|
|
|||||||
|
Term loan A
|
|
$
|
175,750
|
|
|
$
|
187,625
|
|
||
|
Term loan B
|
|
962,849
|
|
|
972,563
|
|
||||
4.875% Senior Notes due 2024
|
|
575,000
|
|
|
575,000
|
|
|||||
5.375% Senior Notes due 2022
|
|
250,000
|
|
|
250,000
|
|
|||||
2.5% Convertible Senior Notes due 2019
|
|
275,000
|
|
|
275,000
|
|
|||||
Other long-term debt
|
|
99,393
|
|
|
104,397
|
|
|||||
Total principal amount
|
|
2,337,992
|
|
|
2,364,585
|
|
|||||
Less unamortized discounts and debt issuance costs
|
|
(38,033
|
)
|
|
(51,532
|
)
|
|||||
Total long-term debt, net of unamortized discounts and debt issuance costs
|
|
2,299,959
|
|
|
2,313,053
|
|
|||||
Less: current portion
|
|
347,593
|
|
|
53,317
|
|
|||||
|
|
|
|
|
|
|
|
||||
Total long-term debt, net
|
|
$
|
1,952,366
|
|
|
$
|
2,259,736
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Interest cost recognized relating to:
|
|
|
|
|
|
||||||
Contractual interest coupon
|
$
|
6,875
|
|
|
$
|
6,875
|
|
|
$
|
6,856
|
|
Amortization of debt discount
|
5,080
|
|
|
4,833
|
|
|
4,599
|
|
|||
Amortization of debt issuance costs
|
1,358
|
|
|
1,358
|
|
|
1,355
|
|
|||
Total interest cost recognized on the notes
|
$
|
13,313
|
|
|
$
|
13,066
|
|
|
$
|
12,810
|
|
|
Fair Value Measurements
at December 31, 2017 |
|
Fair Value Measurements
at December 31, 2016 |
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
|
|
(in thousands)
|
|
|
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
$
|
58,063
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
58,063
|
|
|
$
|
55,081
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
55,081
|
|
Forward currency contracts
|
—
|
|
|
114
|
|
|
—
|
|
|
114
|
|
|
—
|
|
|
2,957
|
|
|
—
|
|
|
2,957
|
|
||||||||
Total
|
$
|
58,063
|
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
58,177
|
|
|
$
|
55,081
|
|
|
$
|
2,957
|
|
|
$
|
—
|
|
|
$
|
58,038
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Forward currency contracts
|
—
|
|
|
1,276
|
|
|
—
|
|
|
1,276
|
|
|
—
|
|
|
363
|
|
|
—
|
|
|
363
|
|
||||||||
Put option
|
—
|
|
|
—
|
|
|
5,768
|
|
|
5,768
|
|
|
—
|
|
|
—
|
|
|
5,147
|
|
|
5,147
|
|
||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
70,039
|
|
|
70,039
|
|
|
—
|
|
|
—
|
|
|
44,195
|
|
|
44,195
|
|
||||||||
Total
|
$
|
—
|
|
|
$
|
1,276
|
|
|
$
|
75,807
|
|
|
$
|
77,083
|
|
|
$
|
—
|
|
|
$
|
363
|
|
|
$
|
49,342
|
|
|
$
|
49,705
|
|
|
|
Fair Value
|
|
Fair Value Measurements Using
|
|
Loss
|
||||||||||||||
Description
|
|
Measurement
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
(Gain)
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Goodwill
|
|
$
|
30,832
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
30,832
|
|
|
$
|
20,000
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Investment in nonconsolidated affiliates
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,455
|
|
|
Non-cancelable
Operating Leases
|
|
Non-cancelable
Contracts
|
|
Capital
Expenditures
|
||||||
|
(in thousands)
|
||||||||||
2018
|
$
|
175,863
|
|
|
$
|
897,266
|
|
|
$
|
16,499
|
|
2019
|
170,751
|
|
|
235,324
|
|
|
3,889
|
|
|||
2020
|
156,278
|
|
|
76,546
|
|
|
3,764
|
|
|||
2021
|
126,317
|
|
|
39,076
|
|
|
4,181
|
|
|||
2022
|
115,849
|
|
|
27,204
|
|
|
872
|
|
|||
Thereafter
|
1,423,288
|
|
|
96,985
|
|
|
30,933
|
|
|||
Total
|
$
|
2,168,346
|
|
|
$
|
1,372,401
|
|
|
$
|
60,138
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Related-party revenue
|
$
|
135,996
|
|
|
$
|
123,521
|
|
|
$
|
109,720
|
|
Related-party expenses
|
$
|
14,176
|
|
|
$
|
8,996
|
|
|
$
|
8,668
|
|
Related-party acquisition related
|
$
|
—
|
|
|
$
|
2,145
|
|
|
$
|
—
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
(702
|
)
|
|
$
|
564
|
|
|
$
|
543
|
|
Foreign
|
|
50,970
|
|
|
29,902
|
|
|
23,811
|
|
|||
State
|
|
4,117
|
|
|
5,454
|
|
|
7,379
|
|
|||
Total current
|
|
54,385
|
|
|
35,920
|
|
|
31,733
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
(56,442
|
)
|
|
5,113
|
|
|
(355
|
)
|
|||
Foreign
|
|
(15,841
|
)
|
|
(11,703
|
)
|
|
(8,278
|
)
|
|||
State
|
|
744
|
|
|
(1,301
|
)
|
|
(978
|
)
|
|||
Total deferred
|
|
(71,539
|
)
|
|
(7,891
|
)
|
|
(9,611
|
)
|
|||
Income tax expense (benefit)
|
|
$
|
(17,154
|
)
|
|
$
|
28,029
|
|
|
$
|
22,122
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
(in thousands)
|
||||||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
|
$
|
132,041
|
|
|
$
|
189,131
|
|
Prepaid expenses
|
|
7,882
|
|
|
8,770
|
|
||
Long-term debt
|
|
1,229
|
|
|
3,835
|
|
||
Other
|
|
7,533
|
|
|
6,077
|
|
||
Total deferred tax liabilities
|
|
148,685
|
|
|
207,813
|
|
||
Deferred tax assets:
|
|
|
|
|
||||
Accrued expenses
|
|
68,168
|
|
|
45,839
|
|
||
Net operating loss carryforwards
|
|
466,023
|
|
|
563,461
|
|
||
Foreign tax and other credit carryforwards
|
|
62,136
|
|
|
59,977
|
|
||
Equity compensation
|
|
20,549
|
|
|
32,452
|
|
||
Other
|
|
2,725
|
|
|
—
|
|
||
Total gross deferred tax assets
|
|
619,601
|
|
|
701,729
|
|
||
Valuation allowance
|
|
596,437
|
|
|
681,566
|
|
||
Total deferred tax assets
|
|
23,164
|
|
|
20,163
|
|
||
Net deferred tax liabilities
|
|
$
|
(125,521
|
)
|
|
$
|
(187,650
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Income tax expense (benefit) at United States statutory rates
|
|
$
|
(3,283
|
)
|
|
$
|
16,914
|
|
|
$
|
2,223
|
|
State income taxes, net of federal tax benefits
|
|
1,544
|
|
|
3,264
|
|
|
3,959
|
|
|||
Differences between foreign and United States statutory rates
|
|
(10,887
|
)
|
|
(11,116
|
)
|
|
(5,356
|
)
|
|||
United States tax reform rate change
|
|
(55,685
|
)
|
|
—
|
|
|
—
|
|
|||
Non-United States income inclusions and exclusions
|
|
3,826
|
|
|
(2,749
|
)
|
|
655
|
|
|||
United States income inclusions and exclusions
|
|
11,347
|
|
|
(1,317
|
)
|
|
2,095
|
|
|||
Nondeductible items
|
|
11,380
|
|
|
3,210
|
|
|
4,736
|
|
|||
Tax contingencies
|
|
1,955
|
|
|
2,390
|
|
|
2,063
|
|
|||
Tax expense from acquired goodwill
|
|
4,489
|
|
|
5,936
|
|
|
4,483
|
|
|||
Change in valuation allowance
|
|
18,067
|
|
|
11,820
|
|
|
7,116
|
|
|||
Other, net
|
|
93
|
|
|
(323
|
)
|
|
148
|
|
|||
|
|
$
|
(17,154
|
)
|
|
$
|
28,029
|
|
|
$
|
22,122
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Balance at January 1
|
|
$
|
15,117
|
|
|
$
|
14,022
|
|
|
$
|
12,619
|
|
Additions:
|
|
|
|
|
|
|
||||||
Increase for current year positions
|
|
807
|
|
|
—
|
|
|
1,606
|
|
|||
Increase for prior year positions
|
|
15,498
|
|
|
1,978
|
|
|
274
|
|
|||
Decrease for prior year positions
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|||
Interest and penalties for prior years
|
|
2,745
|
|
|
546
|
|
|
525
|
|
|||
Reductions:
|
|
|
|
|
|
|
||||||
Expiration of applicable statute of limitations
|
|
(1,233
|
)
|
|
—
|
|
|
—
|
|
|||
Settlements for prior year positions
|
|
(2,033
|
)
|
|
(1,188
|
)
|
|
(852
|
)
|
|||
Foreign exchange
|
|
(271
|
)
|
|
(238
|
)
|
|
(150
|
)
|
|||
Balance at December 31
|
|
$
|
30,630
|
|
|
$
|
15,117
|
|
|
$
|
14,022
|
|
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Net income (loss) attributable to common stockholders of Live Nation
|
$
|
(6,015
|
)
|
|
$
|
2,942
|
|
|
$
|
(32,508
|
)
|
Transfers of noncontrolling interest:
|
|
|
|
|
|
||||||
Changes in Live Nation’s additional paid-in capital for purchases of noncontrolling interests, net of transaction costs
|
(3,616
|
)
|
|
(49,111
|
)
|
|
(6,555
|
)
|
|||
Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs
|
—
|
|
|
1,424
|
|
|
11,899
|
|
|||
Net transfers of noncontrolling interest
|
(3,616
|
)
|
|
(47,687
|
)
|
|
5,344
|
|
|||
Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests
|
$
|
(9,631
|
)
|
|
$
|
(44,745
|
)
|
|
$
|
(27,164
|
)
|
|
|
Foreign Currency Items
|
|
Other
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Balance at December 31, 2014
|
|
$
|
(69,404
|
)
|
|
$
|
(606
|
)
|
|
$
|
(70,010
|
)
|
Other comprehensive income (loss) before reclassifications
|
|
(41,895
|
)
|
|
223
|
|
|
(41,672
|
)
|
|||
Amount reclassified from AOCI
|
|
—
|
|
|
25
|
|
|
25
|
|
|||
Net other comprehensive income (loss)
|
|
(41,895
|
)
|
|
248
|
|
|
(41,647
|
)
|
|||
Balance at December 31, 2015
|
|
(111,299
|
)
|
|
(358
|
)
|
|
(111,657
|
)
|
|||
Other comprehensive loss before reclassifications
|
|
(64,947
|
)
|
|
(103
|
)
|
|
(65,050
|
)
|
|||
Amount reclassified from AOCI
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net other comprehensive loss
|
|
(64,947
|
)
|
|
(103
|
)
|
|
(65,050
|
)
|
|||
Balance at December 31, 2016
|
|
(176,246
|
)
|
|
(461
|
)
|
|
(176,707
|
)
|
|||
Other comprehensive income before reclassifications
|
|
67,704
|
|
|
—
|
|
|
67,704
|
|
|||
Amount reclassified from AOCI
|
|
—
|
|
|
461
|
|
|
461
|
|
|||
Net other comprehensive income
|
|
67,704
|
|
|
461
|
|
|
68,165
|
|
|||
Balance at December 31, 2017
|
|
$
|
(108,542
|
)
|
|
$
|
—
|
|
|
$
|
(108,542
|
)
|
|
|
Year Ended December 31,
|
|||||||
|
|
2017
|
|
2016
|
|
2015
|
|||
Options to purchase shares of common stock
|
|
14,238,589
|
|
|
16,283,434
|
|
|
16,308,739
|
|
Restricted and deferred stock awards—unvested
|
|
4,106,956
|
|
|
1,079,783
|
|
|
860,646
|
|
Conversion shares related to convertible senior notes
|
|
7,929,982
|
|
|
7,929,982
|
|
|
7,929,982
|
|
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
|
|
26,275,527
|
|
|
25,293,199
|
|
|
25,099,367
|
|
|
Year Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Selling, general and administrative expenses
|
$
|
24,364
|
|
|
$
|
15,687
|
|
|
$
|
16,380
|
|
Corporate expenses
|
18,391
|
|
|
17,036
|
|
|
16,981
|
|
|||
Total
|
$
|
42,755
|
|
|
$
|
32,723
|
|
|
$
|
33,361
|
|
|
Year Ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Risk-free interest rate
|
1.87% - 2.27%
|
|
|
1.24% - 1.49%
|
|
|
1.47% - 1.75%
|
|
Dividend yield
|
0.0
|
%
|
|
0.0
|
%
|
|
0.0
|
%
|
Volatility factors
|
25.88% - 27.58%
|
|
|
29.42% - 36.11%
|
|
|
34.18% - 43.36%
|
|
Weighted average expected life (in years)
|
5.78
|
|
|
5.76
|
|
|
5.94
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|
Options
|
|
Price
|
|||||||||
|
(in thousands, except per share data)
|
|||||||||||||||||||
Outstanding January 1
|
16,283
|
|
|
$
|
13.55
|
|
|
16,309
|
|
|
$
|
13.54
|
|
|
16,999
|
|
|
$
|
13.78
|
|
Granted
|
1,164
|
|
|
33.48
|
|
|
1,103
|
|
|
19.53
|
|
|
1,667
|
|
|
25.32
|
|
|||
Exercised
|
(3,138
|
)
|
|
16.27
|
|
|
(1,063
|
)
|
|
19.10
|
|
|
(1,098
|
)
|
|
14.50
|
|
|||
Forfeited or expired
|
(70
|
)
|
|
24.05
|
|
|
(66
|
)
|
|
22.39
|
|
|
(1,259
|
)
|
|
31.58
|
|
|||
Outstanding December 31
|
14,239
|
|
|
$
|
14.52
|
|
|
16,283
|
|
|
$
|
13.55
|
|
|
16,309
|
|
|
$
|
13.54
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Exercisable December 31
|
11,906
|
|
|
$
|
12.00
|
|
|
12,628
|
|
|
$
|
12.01
|
|
|
11,177
|
|
|
$
|
11.54
|
|
Weighted average fair value per option granted
|
|
|
$
|
10.18
|
|
|
|
|
$
|
6.98
|
|
|
|
|
|
$
|
9.93
|
|
Range of
Exercise
Prices
|
|
Outstanding
as of
12/31/17
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Exercisable
as of
12/31/17
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
||||||
|
|
(in thousands)
|
|
(in years)
|
|
|
|
(in thousands)
|
|
(in years)
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
$2.75 - $4.99
|
|
1,713
|
|
|
1.2
|
|
$
|
2.82
|
|
|
1,713
|
|
|
1.2
|
|
$
|
2.82
|
|
$5.00 - $9.99
|
|
4,455
|
|
|
4.8
|
|
$
|
8.81
|
|
|
4,455
|
|
|
4.8
|
|
$
|
8.81
|
|
$10.00 - $14.99
|
|
2,540
|
|
|
3.3
|
|
$
|
11.34
|
|
|
2,540
|
|
|
3.3
|
|
$
|
11.34
|
|
$15.00 - $19.99
|
|
1,269
|
|
|
7.0
|
|
$
|
19.04
|
|
|
745
|
|
|
6.2
|
|
$
|
18.82
|
|
$20.00 - $24.99
|
|
1,842
|
|
|
6.2
|
|
$
|
21.15
|
|
|
1,467
|
|
|
6.1
|
|
$
|
21.15
|
|
$25.00 - $29.99
|
|
2,061
|
|
|
7.9
|
|
$
|
26.77
|
|
|
986
|
|
|
7.1
|
|
$
|
25.35
|
|
$30.00 - $44.99
|
|
359
|
|
|
9.9
|
|
$
|
43.50
|
|
|
—
|
|
|
0.0
|
|
$
|
—
|
|
|
Restricted Stock
|
|||||
|
Awards
|
|
Price
|
|||
|
(in thousands, except per share data)
|
|||||
Unvested at December 31, 2014
|
1,171
|
|
|
$
|
16.18
|
|
Granted
|
456
|
|
|
26.11
|
|
|
Forfeited
|
(6
|
)
|
|
10.02
|
|
|
Vested
|
(760
|
)
|
|
14.74
|
|
|
Unvested at December 31, 2015
|
861
|
|
|
$
|
22.67
|
|
Granted
|
751
|
|
|
20.65
|
|
|
Forfeited
|
(50
|
)
|
|
21.63
|
|
|
Vested
|
(482
|
)
|
|
21.73
|
|
|
Unvested at December 31, 2016
|
1,080
|
|
|
$
|
21.67
|
|
Granted
|
1,132
|
|
|
35.97
|
|
|
Forfeited
|
(82
|
)
|
|
22.96
|
|
|
Vested
|
(523
|
)
|
|
21.89
|
|
|
Unvested at December 31, 2017
|
1,607
|
|
|
$
|
31.79
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(in thousands)
|
||||||
The following details the components of “Other current assets”:
|
|
|
|
||||
Cash held in escrow
|
$
|
6,628
|
|
|
$
|
2,983
|
|
Inventory
|
17,467
|
|
|
15,114
|
|
||
Other
|
31,308
|
|
|
31,677
|
|
||
Total other current assets
|
$
|
55,403
|
|
|
$
|
49,774
|
|
|
|
|
|
||||
The following details the components of “Other long-term assets”:
|
|
|
|
|
|
||
Long-term advances
|
$
|
359,528
|
|
|
$
|
208,977
|
|
Investments in nonconsolidated affiliates
|
105,271
|
|
|
82,032
|
|
||
Other
|
147,909
|
|
|
120,285
|
|
||
Total other long-term assets
|
$
|
612,708
|
|
|
$
|
411,294
|
|
|
|
|
|
||||
The following details the components of “Accrued expenses”:
|
|
|
|
|
|
||
Accrued compensation and benefits
|
$
|
233,459
|
|
|
$
|
192,167
|
|
Accrued event expenses
|
247,380
|
|
|
192,599
|
|
||
Accrued insurance
|
97,606
|
|
|
65,941
|
|
||
Accrued legal
|
129,882
|
|
|
22,904
|
|
||
Collections on behalf of others
|
48,099
|
|
|
31,233
|
|
||
Other
|
352,820
|
|
|
276,650
|
|
||
Total accrued expenses
|
$
|
1,109,246
|
|
|
$
|
781,494
|
|
|
|
|
|
||||
The following details the components of “Other current liabilities”:
|
|
|
|
|
|
||
Contingent and deferred purchase consideration
|
$
|
143,809
|
|
|
$
|
23,301
|
|
Other
|
16,829
|
|
|
15,754
|
|
||
Total other current liabilities
|
$
|
160,638
|
|
|
$
|
39,055
|
|
|
|
|
|
|
|
||
The following details the components of “Other long-term liabilities”:
|
|
|
|
|
|
||
Deferred revenue
|
9,569
|
|
|
5,506
|
|
||
Contingent and deferred purchase consideration
|
41,946
|
|
|
46,228
|
|
||
Other
|
122,876
|
|
|
98,057
|
|
||
Total other long-term liabilities
|
$
|
174,391
|
|
|
$
|
149,791
|
|
|
Concerts
|
|
Sponsorship
& Advertising |
|
Ticketing
|
|
Other
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenue
|
$
|
7,892,076
|
|
|
$
|
445,148
|
|
|
$
|
2,143,800
|
|
|
$
|
21,012
|
|
|
$
|
—
|
|
|
$
|
(164,588
|
)
|
|
$
|
10,337,448
|
|
Direct operating expenses
|
6,641,071
|
|
|
78,725
|
|
|
1,170,121
|
|
|
18,746
|
|
|
—
|
|
|
(159,872
|
)
|
|
7,748,791
|
|
|||||||
Selling, general and administrative expenses
|
1,119,335
|
|
|
87,268
|
|
|
681,948
|
|
|
19,172
|
|
|
—
|
|
|
—
|
|
|
1,907,723
|
|
|||||||
Depreciation and amortization
|
226,315
|
|
|
27,669
|
|
|
200,777
|
|
|
432
|
|
|
5,057
|
|
|
(4,716
|
)
|
|
455,534
|
|
|||||||
Loss (gain) on disposal of operating assets
|
(1,056
|
)
|
|
—
|
|
|
49
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
(969
|
)
|
|||||||
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
134,972
|
|
|
—
|
|
|
134,972
|
|
|||||||
Operating income (loss)
|
$
|
(93,589
|
)
|
|
$
|
251,486
|
|
|
$
|
90,905
|
|
|
$
|
(17,338
|
)
|
|
$
|
(140,067
|
)
|
|
$
|
—
|
|
|
$
|
91,397
|
|
Intersegment revenue
|
$
|
148,125
|
|
|
$
|
—
|
|
|
$
|
16,463
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(164,588
|
)
|
|
$
|
—
|
|
Capital expenditures
|
$
|
109,801
|
|
|
$
|
6,701
|
|
|
$
|
105,317
|
|
|
$
|
149
|
|
|
$
|
25,926
|
|
|
$
|
—
|
|
|
$
|
247,894
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Revenue
|
$
|
6,283,521
|
|
|
$
|
377,618
|
|
|
$
|
1,827,930
|
|
|
$
|
7,978
|
|
|
$
|
—
|
|
|
$
|
(142,113
|
)
|
|
$
|
8,354,934
|
|
Direct operating expenses
|
5,202,097
|
|
|
60,218
|
|
|
956,956
|
|
|
2,902
|
|
|
—
|
|
|
(139,465
|
)
|
|
6,082,708
|
|
|
Concerts
|
|
Sponsorship
& Advertising |
|
Ticketing
|
|
Other
|
|
Corporate
|
|
Eliminations
|
|
Consolidated
|
||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||
Selling, general and administrative expenses
|
950,060
|
|
|
71,089
|
|
|
510,490
|
|
|
16,811
|
|
|
—
|
|
|
—
|
|
|
1,548,450
|
|
|||||||
Depreciation and amortization
|
194,715
|
|
|
18,206
|
|
|
185,925
|
|
|
2,940
|
|
|
4,433
|
|
|
(2,568
|
)
|
|
403,651
|
|
|||||||
Loss (gain) on disposal of operating assets
|
(61
|
)
|
|
—
|
|
|
68
|
|
|
—
|
|
|
117
|
|
|
—
|
|
|
124
|
|
|||||||
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125,141
|
|
|
(80
|
)
|
|
125,061
|
|
|||||||
Operating income (loss)
|
$
|
(63,290
|
)
|
|
$
|
228,105
|
|
|
$
|
174,491
|
|
|
$
|
(14,675
|
)
|
|
$
|
(129,691
|
)
|
|
$
|
—
|
|
|
$
|
194,940
|
|
Intersegment revenue
|
$
|
133,505
|
|
|
$
|
—
|
|
|
$
|
8,528
|
|
|
$
|
80
|
|
|
$
|
—
|
|
|
$
|
(142,113
|
)
|
|
$
|
—
|
|
Capital expenditures
|
$
|
87,306
|
|
|
$
|
2,161
|
|
|
$
|
91,285
|
|
|
$
|
1,028
|
|
|
$
|
7,824
|
|
|
$
|
—
|
|
|
$
|
189,604
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Revenue
|
$
|
5,382,965
|
|
|
$
|
333,726
|
|
|
$
|
1,639,564
|
|
|
$
|
3,176
|
|
|
$
|
—
|
|
|
$
|
(113,700
|
)
|
|
$
|
7,245,731
|
|
Direct operating expenses
|
4,450,517
|
|
|
47,760
|
|
|
808,697
|
|
|
1,068
|
|
|
—
|
|
|
(111,569
|
)
|
|
5,196,473
|
|
|||||||
Selling, general and administrative expenses
|
863,516
|
|
|
57,681
|
|
|
488,483
|
|
|
2,175
|
|
|
—
|
|
|
—
|
|
|
1,411,855
|
|
|||||||
Depreciation and amortization
|
201,775
|
|
|
9,932
|
|
|
184,129
|
|
|
46
|
|
|
3,490
|
|
|
(2,131
|
)
|
|
397,241
|
|
|||||||
Loss on disposal of operating assets
|
645
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
174
|
|
|
—
|
|
|
845
|
|
|||||||
Corporate expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107,945
|
|
|
—
|
|
|
107,945
|
|
|||||||
Operating income (loss)
|
$
|
(133,488
|
)
|
|
$
|
218,353
|
|
|
$
|
158,229
|
|
|
$
|
(113
|
)
|
|
$
|
(111,609
|
)
|
|
$
|
—
|
|
|
$
|
131,372
|
|
Intersegment revenue
|
$
|
104,571
|
|
|
$
|
—
|
|
|
$
|
9,129
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(113,700
|
)
|
|
$
|
—
|
|
Capital expenditures
|
$
|
41,977
|
|
|
$
|
4,836
|
|
|
$
|
93,323
|
|
|
$
|
—
|
|
|
$
|
5,011
|
|
|
$
|
—
|
|
|
$
|
145,147
|
|
|
|
United Kingdom Operations
|
|
Other Foreign Operations
|
|
Total Foreign Operations
|
|
Total Domestic Operations
|
|
Consolidated Total
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
785,174
|
|
|
$
|
2,779,324
|
|
|
$
|
3,564,498
|
|
|
$
|
6,772,950
|
|
|
$
|
10,337,448
|
|
Long-lived assets
|
|
$
|
74,551
|
|
|
$
|
127,173
|
|
|
$
|
201,724
|
|
|
$
|
684,212
|
|
|
$
|
885,936
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
683,464
|
|
|
$
|
1,882,583
|
|
|
$
|
2,566,047
|
|
|
$
|
5,788,887
|
|
|
$
|
8,354,934
|
|
Long-lived assets
|
|
$
|
69,380
|
|
|
$
|
104,780
|
|
|
$
|
174,160
|
|
|
$
|
577,376
|
|
|
$
|
751,536
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenue
|
|
$
|
672,826
|
|
|
$
|
1,534,629
|
|
|
$
|
2,207,455
|
|
|
$
|
5,038,276
|
|
|
$
|
7,245,731
|
|
Long-lived assets
|
|
$
|
74,517
|
|
|
$
|
126,194
|
|
|
$
|
200,711
|
|
|
$
|
530,571
|
|
|
$
|
731,282
|
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||||||||||||||||||
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Revenue
|
|
$
|
1,413,181
|
|
|
$
|
1,207,716
|
|
|
$
|
2,818,693
|
|
|
$
|
2,179,258
|
|
|
$
|
3,559,418
|
|
|
$
|
3,170,416
|
|
|
$
|
2,546,156
|
|
|
$
|
1,797,544
|
|
Operating income (loss)
|
|
$
|
(21,366
|
)
|
|
$
|
(33,290
|
)
|
|
$
|
113,433
|
|
|
$
|
74,159
|
|
|
$
|
201,347
|
|
|
$
|
191,286
|
|
|
$
|
(202,017
|
)
|
|
$
|
(37,215
|
)
|
Net income (loss)
|
|
$
|
(47,770
|
)
|
|
$
|
(55,954
|
)
|
|
$
|
80,555
|
|
|
$
|
36,461
|
|
|
$
|
148,770
|
|
|
$
|
132,761
|
|
|
$
|
(173,781
|
)
|
|
$
|
(92,971
|
)
|
Net income (loss) attributable to common stockholders of Live Nation
|
|
$
|
(32,993
|
)
|
|
$
|
(44,518
|
)
|
|
$
|
81,478
|
|
|
$
|
37,741
|
|
|
$
|
136,393
|
|
|
$
|
111,079
|
|
|
$
|
(190,893
|
)
|
|
$
|
(101,360
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Basic net income (loss) per common share available to common stockholders of Live Nation
|
|
$
|
(0.22
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
0.31
|
|
|
$
|
0.13
|
|
|
$
|
0.56
|
|
|
$
|
0.51
|
|
|
$
|
(1.12
|
)
|
|
$
|
(0.58
|
)
|
Diluted net income (loss) per common share available to common stockholders of Live Nation
|
|
$
|
(0.22
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
0.29
|
|
|
$
|
0.13
|
|
|
$
|
0.53
|
|
|
$
|
0.49
|
|
|
$
|
(1.12
|
)
|
|
$
|
(0.58
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
|
|
|
|
|
|
|
|
|
|
Description
|
|
Balance at Beginning of Period
|
|
Charges of Costs, Expenses and Other
|
|
Write-off of Accounts Receivable
|
|
Other
|
|
Balance at End of Period
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2015
|
|
$
|
17,489
|
|
|
$
|
19,525
|
|
|
$
|
(18,703
|
)
|
|
$
|
(1,143
|
)
|
(1)
|
$
|
17,168
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2016
|
|
$
|
17,168
|
|
|
$
|
16,699
|
|
|
$
|
(3,927
|
)
|
|
$
|
(306
|
)
|
(1)
|
$
|
29,634
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
|
$
|
29,634
|
|
|
$
|
16,664
|
|
|
$
|
(14,846
|
)
|
|
$
|
1,303
|
|
(1)
|
$
|
32,755
|
|
Description
|
|
Balance at Beginning of Period
|
|
Charges of Costs, Expenses and Other
|
|
Deletions
|
|
Other
(1)
|
|
Balance at End of Period
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Year ended December 31, 2015
|
|
$
|
593,305
|
|
|
$
|
7,116
|
|
|
$
|
—
|
|
|
$
|
57,683
|
|
|
$
|
658,104
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2016
|
|
$
|
658,104
|
|
|
$
|
11,820
|
|
|
$
|
—
|
|
|
$
|
11,642
|
|
|
$
|
681,566
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2017
|
|
$
|
681,566
|
|
|
$
|
18,067
|
|
|
$
|
—
|
|
|
$
|
(103,196
|
)
|
|
$
|
596,437
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Herewith |
10.11 §
|
10-K
|
001-32601
|
10.15
|
2/25/2016
|
Live Nation
|
|
|
10.12 §
|
8-K
|
001-32601
|
10.1
|
1/25/2010
|
Live Nation
|
|
|
10.13 §
|
8-K
|
001-32601
|
10.1
|
10/22/2009
|
Live Nation
|
|
|
10.14 §
|
8-K
|
001-32601
|
10.29
|
2/26/2013
|
Live Nation
|
|
|
10.15 §
|
8-K
|
001-32601
|
10.1
|
12/18/2017
|
Live Nation
|
|
|
10.16 §
|
10-K
|
001-32601
|
10.2
|
12/18/2017
|
Live Nation
|
|
|
10.17 §
|
10-K
|
001-32601
|
10.24
|
2/24/2014
|
Live Nation
|
|
|
10.18 §
|
8-K
|
001-32601
|
10.1
|
12/20/2017
|
Live Nation
|
|
|
10.19 §
|
8-K
|
001-32601
|
10.2
|
12/20/2017
|
Live Nation
|
|
|
10.20 §
|
10-K
|
001-32601
|
10.17
|
2/24/2014
|
Live Nation
|
|
|
10.21 §
|
8-K
|
001-32601
|
10.3
|
12/20/2017
|
Live Nation
|
|
|
10.22 §
|
10-K
|
001-32601
|
10.19
|
2/24/2014
|
Live Nation
|
|
|
10.23 §
|
8-K
|
001-32601
|
10.4
|
12/20/2017
|
Live Nation
|
|
|
10.24 §
|
10-Q
|
001-32601
|
10.4
|
8/7/2008
|
Live Nation
|
|
|
10.25 §
|
10-K
|
001-32601
|
10.30
|
3/5/2009
|
Live Nation
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Herewith |
10.26 §
|
10-K
|
001-32601
|
10.55
|
2/25/2010
|
Live Nation
|
|
|
10.27 §
|
10-Q
|
001-32601
|
10.1
|
8/9/2017
|
Live Nation
|
|
|
10.28
|
10-Q
|
001-32601
|
10.4
|
8/5/2010
|
Live Nation
|
|
|
10.29
|
10-Q
|
001-32601
|
10.2
|
8/7/2012
|
Live Nation
|
|
|
10.30
|
10-Q
|
001-32601
|
10.2
|
5/6/2014
|
Live Nation
|
|
|
10.31
|
10-K
|
001-32601
|
10.26
|
2/23/2017
|
Live Nation
|
|
|
10.32
|
10-Q
|
001-32601
|
10.2
|
8/9/2017
|
Live Nation
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Herewith |
10.33
|
10-Q
|
001-32601
|
10.2
|
11/5/2012
|
Live Nation
|
|
|
10.34
|
10-Q
|
001-32601
|
10.1
|
7/31/2014
|
Live Nation
|
|
|
10.35
|
10-Q
|
001-32601
|
10.1
|
10/30/2014
|
Live Nation
|
|
|
10.36
|
10-K
|
001-32601
|
10.33
|
2/26/2015
|
Live Nation
|
|
|
10.37
|
10-Q
|
001-32601
|
10.1
|
4/30/2015
|
Live Nation
|
|
|
10.38
|
10-Q
|
001-32601
|
10.2
|
10/29/2015
|
Live Nation
|
|
|
10.39
|
10-K
|
001-32601
|
10.42
|
2/23/2017
|
Live Nation
|
|
|
10.40
|
10-Q
|
001-32601
|
10.2
|
5/4/2017
|
Live Nation
|
|
|
10.41
|
10-Q
|
001-32601
|
10.2
|
7/31/2014
|
Live Nation
|
|
|
|
Incorporated by Reference
|
|
||||
Exhibit
No. |
Exhibit Description
|
Form
|
File No.
|
Exhibit
No. |
Filing Date
|
Filed By
|
Filed
Herewith |
10.42
|
10-K
|
001-32601
|
10.44
|
2/23/2017
|
Live Nation
|
|
|
10.43
|
10-Q
|
001-32601
|
10.1
|
5/4/2017
|
Live Nation
|
|
|
12.1
|
|
|
|
|
|
X
|
|
14.1
|
|
|
|
|
|
X
|
|
21.1
|
|
|
|
|
|
X
|
|
23.1
|
|
|
|
|
|
X
|
|
24.1
|
Power of Attorney (see signature page).
|
|
|
|
|
|
X
|
31.1
|
|
|
|
|
|
X
|
|
31.2
|
|
|
|
|
|
X
|
|
32.1
|
|
|
|
|
|
X
|
|
32.2
|
|
|
|
|
|
X
|
|
101.INS
|
XBRL Instance Document.
|
|
|
|
|
|
X
|
101.SCH
|
XBRL Taxonomy Schema Document.
|
|
|
|
|
|
X
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document.
|
|
|
|
|
|
X
|
101.DEF
|
XBRL Taxonomy Definition Linkbase Document.
|
|
|
|
|
|
X
|
101.LAB
|
XBRL Taxonomy Label Linkbase Document.
|
|
|
|
|
|
X
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document.
|
|
|
|
|
|
X
|
§
|
Management contract or compensatory plan or arrangement.
|
LIVE NATION ENTERTAINMENT, INC.
|
|
|
|
By:
|
/s/ Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
|
|
|
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael Rapino
Michael Rapino
|
|
President, Chief Executive Officer
and Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Kathy Willard
Kathy Willard
|
|
Chief Financial Officer
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Brian Capo
Brian Capo
|
|
Chief Accounting Officer
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Mark Carleton
Mark Carleton
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Jonathan Dolgen
Jonathan Dolgen
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Ariel Emanuel
Ariel Emanuel
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Robert Ted Enloe, III
Robert Ted Enloe, III
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Jeffrey T. Hinson
Jeffrey T. Hinson
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Jimmy Iovine
Jimmy Iovine
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Margaret L. Johnson
Margaret L. Johnson
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ James S. Kahan
James S. Kahan
|
|
Director
|
|
February 27, 2018
|
/s/ Gregory B. Maffei
Gregory B. Maffei
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Randall T. Mays
Randall T. Mays
|
|
Director
|
|
February 27, 2018
|
|
|
|
|
|
/s/ Mark S. Shapiro
Mark S. Shapiro
|
|
Director
|
|
February 27, 2018
|
Live Nation Entertainment, Inc.
|
|||||||||||||||||||
Computation of Ratio of Earnings to Fixed Charges
|
|||||||||||||||||||
(in thousands, except ratio)
|
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Year Ended December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
(in thousands, except ratio)
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations before income taxes
|
$
|
(9,380
|
)
|
|
$
|
48,326
|
|
|
$
|
6,353
|
|
|
$
|
(99,820
|
)
|
|
$
|
(5,137
|
)
|
Equity in earnings (losses) of nonconsolidated affiliates
|
1,161
|
|
|
(17,802
|
)
|
|
1,502
|
|
|
4,166
|
|
|
856
|
|
|||||
Income (loss) before income taxes, equity in earnings of nonconsolidated affiliates and cumulative effect of a change in accounting principle
|
(10,541
|
)
|
|
66,128
|
|
|
4,851
|
|
|
(103,986
|
)
|
|
(5,993
|
)
|
|||||
Dividends and other received from nonconsolidated affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total earnings
|
(10,541
|
)
|
|
66,128
|
|
|
4,851
|
|
|
(103,986
|
)
|
|
(5,993
|
)
|
|||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
106,722
|
|
|
106,506
|
|
|
102,881
|
|
|
106,312
|
|
|
111,659
|
|
|||||
Amortization of loan fees *
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Interest portion of rentals
|
77,032
|
|
|
68,608
|
|
|
55,834
|
|
|
54,495
|
|
|
56,921
|
|
|||||
Total fixed charges
|
183,754
|
|
|
175,114
|
|
|
158,715
|
|
|
160,807
|
|
|
168,580
|
|
|||||
Preferred stock dividends
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total fixed charges
|
183,754
|
|
|
175,114
|
|
|
158,715
|
|
|
160,807
|
|
|
168,580
|
|
|||||
Total earnings available for payment of fixed charges
|
$
|
173,213
|
|
|
$
|
241,242
|
|
|
$
|
163,566
|
|
|
$
|
56,821
|
|
|
$
|
162,587
|
|
Ratio of earnings to fixed charges
|
0.94
|
|
|
1.38
|
|
|
1.03
|
|
|
0.35
|
|
|
0.96
|
|
|||||
Deficiency of earnings to fixed charges
|
(10,541
|
)
|
|
—
|
|
|
—
|
|
|
(103,986
|
)
|
|
(5,993
|
)
|
|||||
Interest portion of rentals
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
*
|
Amortization of loan fees is included in interest expense
|
•
|
under the Corporate Governance tab at the company’s Investor Relations website at http://investors.livenationentertainment.com/investor-relations/default.aspx,
|
•
|
via the intranet by clicking on “Company” and then “Policies” from the homepage (you can also find copies of other policies referenced in this code at that location), or
|
•
|
by contacting the Legal Department.
|
•
|
You should talk with your immediate supervisor. He or she may have the information you need, or may be able to refer the matter to an appropriate source, including our Legal Department, as circumstances warrant.
|
•
|
If you are uncomfortable talking with your immediate supervisor, you may also contact any manager in our company with whom you feel comfortable, your Human Resources Representative, our corporate Human Resources Department, the Employee Service Line or our Legal Department.
|
•
|
In addition, if you have concerns or complaints about accounting or audit matters or our internal accounting controls, you may confer with your immediate supervisor, the controller associated with your business unit or our Chief Financial Officer, or you may submit your concern or complaint, on a confidential basis through our Business Integrity Reporting Process.
|
•
|
Where allowed by law, you may report anonymously via the hotline, although we prefer that you give your identity when reporting violations to allow the company to contact you in the event further information is needed to pursue an investigation. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.
|
•
|
When allowable by law, reports made to either the hotline or the web reporting tool are transmitted directly to both our General Counsel and the Head of our Internal Audit Department, and those involving our accounting, auditing or internal auditing controls will be reviewed under the direction of the audit committee of our Board of Directors.
|
Function/Title
|
Name/Description
|
Telephone
|
E-mail Address
|
Business Integrity Reporting
|
Toll-free Hotline and web-based tool to report concerns related to accounting, auditing or internal controls
|
UK: 0808-234-1231
Australia: 1-800-01-4616
France: 0800-91-6400
Other Locations: 1-888-497-2555*
*Direct Access lines: Callers to these lines will first dial their country’s Access Number to connect with the AT&T network. Callers will then dial the hotline number to connect toll-free with Global Compliance. Direct Access service may not be available from all locations within a country. Please note that the Access Numbers listed below are subject to change due to the dynamic nature of the telecommunications market in many countries.
Callers should consult http://www.business.att.com/bt/access.jsp for up-to-date Access Number information for their countries.
|
North America www.livenation.alertline.com
International- www.livenationinternational.alertline.com
|
•
|
Have a thorough knowledge of the code’s terms and provisions.
|
•
|
Be able to recognize situations that present legal or ethical dilemmas.
|
•
|
Be able to deal effectively with questionable situations in conformity with this code, or know when and where to seek help if you have questions.
|
•
|
Read this code of conduct thoroughly.
|
•
|
If there are references to more detailed policies that are not contained in this code, obtain and read those policies if they apply to you.
|
•
|
Think about how the provisions of this code apply to your job, and consider how you might handle situations to avoid illegal, improper or unethical actions.
|
•
|
If you have questions, please contact the appropriate person as described above in the section entitled “Asking for Help and Reporting Concerns.”
|
•
|
Is the action legal?
|
•
|
Does the action comply with this code?
|
•
|
How will your action or decision affect others, including our customers, shareholders, employees and the community?
|
•
|
Doing business with family members
|
•
|
Having a financial interest in another company with whom we do business
|
•
|
Taking a second job
|
•
|
Managing your own business
|
•
|
Serving as a director of another business
|
•
|
Being a leader in some organizations
|
•
|
Diverting a business opportunity from our company to yourself or to another company
|
•
|
Spouse
|
•
|
Parents
|
•
|
Children
|
•
|
Siblings
|
•
|
In-laws
|
•
|
Life partner
|
•
|
You or a family member owns more than 5% of the outstanding stock of a business or you or a family member has or shares discretionary authority with respect to the decisions made by that business, or
|
•
|
The investment represents more than 5% of your total assets or of your family member’s total assets.
|
•
|
disclose any such relationship promptly after the director becomes aware of it,
|
•
|
remove himself or herself from any Board activity that directly impacts the relationship between our company and any such company with respect to which the director has a significant financial interest or is an affiliate, and
|
•
|
obtain prior approval of the Board of Directors or its designated committee for any transaction of which the director is aware between our company and any such company.
|
•
|
this happens only occasionally,
|
•
|
the gift was not solicited, and
|
•
|
disclosure of the gift would not embarrass our company or the people involved or appear to compromise our ability to make objective business decisions.
|
•
|
support our company’s legitimate business interests,
|
•
|
be reasonable and customary, not lavish or extravagant, and
|
•
|
not be likely to embarrass our company or the recipient if publicly disclosed.
|
•
|
Do not share material inside information with people within our company whose jobs do not require them to have the information.
|
•
|
Do not disclose any non-public information, material or otherwise, concerning our company to anyone outside our company unless required as part of your duties and the person receiving the information has a reason to know the information for company business purposes.
|
•
|
If you have material inside information regarding us, or regarding any other publicly traded company that you obtained from your employment or relationship with us, you must not buy or sell, or advise anyone else to buy or sell, our securities or that other company’s securities, until such information is publicly disclosed and sufficiently disseminated into the marketplace.
|
•
|
a federal regulatory or law enforcement agency
|
•
|
a member or committee of Congress
|
•
|
your supervisor
|
•
|
your Head of Human Resources
|
•
|
our Employee Service Line
|
•
|
your Human Resources Representative or our corporate Human Resources Department
|
•
|
our Business Integrity Reporting Process
|
•
|
our Head of Internal Audit
|
•
|
our Chief Financial Officer
|
•
|
our General Counsel or our Legal Department
|
•
|
Administering, implementing and overseeing ongoing compliance under the policy across all geographic regions.
|
•
|
Establishing and administering procedures to assure that employee complaints will be collected, reviewed promptly, resolved in an appropriate manner and retained.
|
•
|
Making his or her staff available to discuss with employees any complaints raised or reports filed.
|
•
|
Administering and overseeing our training and educational programs designed to ensure that our employees with supervisory authority with respect to other employees, or who are otherwise involved in the administration of our policies, are aware of this policy, know to involve your Head of Human Resources in any matters that may arise involving this policy (including informing your Head of Human Resources of every complaint that arises) and are trained in the proper handling of employee complaints covered by this policy.
|
Domestic
|
|
State or Jurisdiction of Incorporation or Organization
|
24 Artist Management, LLC
|
|
Delaware
|
6021 Hollywood Operating Company, LLC
|
|
Delaware
|
AC Entertainment, LLC
|
|
Tennessee
|
AC IP, LLC
|
|
Tennessee
|
ACSH-JV, LLC
|
|
Tennessee
|
Arrive I Management, LLC
|
|
Delaware
|
Artist Nation Holdings Corp.
|
|
Delaware
|
Artist Nation Management, Inc.
|
|
Delaware
|
Artist Nation Management Group, Inc.
|
|
Delaware
|
Assembly Room Studios, LLC
|
|
Delaware
|
Axis Nation, LLC
|
|
Virginia
|
Axis Sponsorship, LLC
|
|
Virginia
|
Bamboozle Festival, LLC
|
|
Delaware
|
Baron Global, Inc.
|
|
Delaware
|
BigChampagne, LLC
|
|
Delaware
|
Bill Graham Enterprises, Inc.
|
|
California
|
Blueprint Artist Management, LLC
|
|
Delaware
|
Blues at the Depot, LLC
|
|
Utah
|
BottleRock Marketing Group, LLC
|
|
Delaware
|
BottleRock Presents LLC
|
|
Delaware
|
C3 Booking, LLC
|
|
Texas
|
C3 Presents, L.L.C.
|
|
Texas
|
C3PEmo's, LLC
|
|
Texas
|
Caring & Daring, LLC
|
|
Delaware
|
Career Artist Management LLC
|
|
Delaware
|
Cellar Door Venues, Inc.
|
|
Florida
|
Charleston Festival, LLC
|
|
Delaware
|
CN Holdco, LLC
|
|
Delaware
|
Cobb's Comedy, Inc.
|
|
California
|
Connecticut Amphitheater Development Corporation
|
|
Connecticut
|
Connecticut Performing Arts Partners
|
|
Connecticut
|
Connecticut Performing Arts, Inc.
|
|
Connecticut
|
Country Music Holding Company, LLC
|
|
Delaware
|
Country Nation, LLC
|
|
Delaware
|
Country Nation - Chicago, LLC
|
|
Delaware
|
Country Nation - DE, LLC
|
|
Delaware
|
Crossroads Presents, LLC
|
|
Delaware
|
Cultivate Management, LLC
|
|
Delaware
|
Cumberland Amphitheatre Partners, LLC
|
|
Delaware
|
Dalton Entertainment, LLC
|
|
Delaware
|
Danceologist, Inc.
|
|
Delaware
|
Diamond Theory Media, LLC
|
|
Delaware
|
Diversified Production Services, LLC
|
|
Delaware
|
Domestic
|
|
State or Jurisdiction of Incorporation or Organization
|
Do617 LLC
|
|
Delaware
|
Eagles Personal Management Company
|
|
California
|
EDC The Movie, LLC
|
|
Delaware
|
Eight Ball Pricing Solutions, LLC
|
|
Delaware
|
Electric Forest, LLC
|
|
Delaware
|
Element1 Management, LLC
|
|
California
|
ESM Productions, LLC
|
|
Delaware
|
Evening Star Productions, Inc.
|
|
Arizona
|
Event Merchandising, Inc.
|
|
California
|
EXMO, Inc.
|
|
Delaware
|
F and F Concessions, Inc.
|
|
Illinois
|
Faculty Management, LLC
|
|
Delaware
|
Faculty Productions, LLC
|
|
Delaware
|
Festival Holdings, L.L.C.
|
|
Virginia
|
FG AcquisitionCo, LLC
|
|
Delaware
|
Fillmore Minneapolis Corp.
|
|
Delaware
|
Fillmore New Orleans Corp.
|
|
Delaware
|
Fillmore Theatrical Services
|
|
California
|
Forecastle Ventures, LLC
|
|
Tennessee
|
Forecastle Enterprises, LLC
|
|
Tennessee
|
Forecastle 2013, LLC
|
|
Tennessee
|
Forecastle 2014, LLC
|
|
Tennessee
|
Forecastle 2015, LLC
|
|
Tennessee
|
Forecastle 2016, LLC
|
|
Tennessee
|
Forecastle 2017, LLC
|
|
Tennessee
|
Forecastle Ventures, LLC
|
|
Tennessee
|
Founders Entertainment, LLC
|
|
New York
|
FPSF Holdings, LLC
|
|
Delaware
|
Front Gate Holdings, LLC
|
|
Delaware
|
Front Gate Ticketing Solutions, LLC
|
|
Delaware
|
G-Major Management LLC
|
|
Delaware
|
Gellman Management LLC
|
|
Delaware
|
Gov Ball 2016, LLC
|
|
New York
|
GR Concert Film, LLC
|
|
Delaware
|
Greenlight Media & Marketing, LLC
|
|
Delaware
|
Greenlight Studios, LLC
|
|
Virginia
|
Guyo Entertainment, Inc.
|
|
California
|
Hard Events LLC
|
|
California
|
HOB Ace of Spades Corp
|
|
Delaware
|
HOB Boardwalk, Inc.
|
|
Delaware
|
HOB Chicago, Inc.
|
|
Delaware
|
HOB Depot Corp.
|
|
Delaware
|
HOB Entertainment, LLC
|
|
Virginia
|
HOB Grand Rapids, LLC
|
|
Delaware
|
HOB Marina City Partners, L.P.
|
|
Delaware
|
HOB Marina City, Inc.
|
|
Delaware
|
Domestic
|
|
State or Jurisdiction of Incorporation or Organization
|
HOB Marquis Corp.
|
|
Delaware
|
HOB Punch Line Penn Corp.
|
|
Delaware
|
HOB Punch Line S.F. Corp.
|
|
Delaware
|
HOB Queen Theater Corp.
|
|
Delaware
|
HOB Summit MH Corp.
|
|
Delaware
|
HOB Rose City MH Corp.
|
|
Delaware
|
HOB Varsity Corp.
|
|
Delaware
|
Hofesh, LLC
|
|
Delaware
|
Host VIP, LLC
|
|
Delaware
|
House of Blues Anaheim Restaurant Corp.
|
|
Delaware
|
House of Blues Cleveland, LLC
|
|
Delaware
|
House of Blues Concerts, Inc.
|
|
California
|
House of Blues Dallas Restaurant Corp.
|
|
Delaware
|
House of Blues Houston Restaurant Corp.
|
|
Delaware
|
House of Blues Las Vegas Restaurant Corp.
|
|
Delaware
|
House of Blues Los Angeles Restaurant Corp.
|
|
Delaware
|
House of Blues Myrtle Beach Restaurant Corp.
|
|
Delaware
|
House of Blues New Orleans Restaurant Corp.
|
|
Delaware
|
House of Blues Orlando Restaurant Corp.
|
|
Delaware
|
House of Blues Restaurant Holding Corp.
|
|
Delaware
|
House of Blues San Diego Restaurant Corp.
|
|
Delaware
|
House of Blues San Diego, LLC
|
|
Delaware
|
Hungry, Thirsty, Crazy, and Lucky, LLC
|
|
Texas
|
IAC Partner Marketing, Inc.
|
|
Delaware
|
i am OTHER Ventures, LLC
|
|
Delaware
|
InDMusic, Inc.
|
|
Delaware
|
IO Media, Inc.
|
|
New York
|
IOMedia Technologies, LLC
|
|
New York
|
Insomniac Holdings, LLC
|
|
Delaware
|
Insomniac Records, LLC
|
|
Delaware
|
Latitude 38 Entertainment, LLC
|
|
Delaware
|
LMG Management LLC
|
|
Delaware
|
Lansdowne Boston Restaurant, LLC
|
|
Delaware
|
Live Nation – Haymon Ventures, LLC
|
|
Delaware
|
Live Nation Bogart, LLC
|
|
Delaware
|
Live Nation Chicago, Inc.
|
|
Delaware
|
Live Nation Concerts, Inc.
|
|
Delaware
|
Live Nation LGTours (USA), LLC
|
|
Delaware
|
Live Nation Marketing, Inc.
|
|
Delaware
|
Live Nation Merchandise, Inc.
|
|
Delaware
|
Live Nation Mid-Atlantic, Inc.
|
|
Pennsylvania
|
Live Nation MTours (USA), Inc.
|
|
Delaware
|
Live Nation Paradise, LLC
|
|
Delaware
|
Live Nation Productions, LLC
|
|
Delaware
|
Live Nation Studios Holdings, LLC
|
|
Delaware
|
Live Nation Studios Productions, LLC
|
|
Delaware
|
Domestic
|
|
State or Jurisdiction of Incorporation or Organization
|
Live Nation Ticketing, LLC
|
|
Delaware
|
Live Nation Touring (USA), Inc.
|
|
Delaware
|
Live Nation Urban, LLC
|
|
Delaware
|
Live Nation UshTours (USA), LLC
|
|
Delaware
|
Live Nation UTours (USA), Inc.
|
|
Delaware
|
Live Nation Worldwide, Inc.
|
|
Delaware
|
LN Acquisition Holdco LLC
|
|
Delaware
|
LN-HS Concerts, LLC
|
|
Delaware
|
Lollapalooza, LLC
|
|
Delaware
|
Marcy Musik LLC
|
|
New York
|
MBA Artist Management Company, LLC
|
|
Delaware
|
Meadowbrook Amphitheatre Holdings, LLC
|
|
Delaware
|
MIA Festival Holdings, LLC
|
|
Delaware
|
Michigan Licenses, LLC
|
|
Delaware
|
Mick Artists Management LLC
|
|
Delaware
|
Microflex 2001 LLC
|
|
Delaware
|
MobHill, LLC
|
|
Texas
|
New Community Management, LLC
|
|
Delaware
|
New Era Farms, LLC
|
|
Virginia
|
New Era Farms II, LLC
|
|
Virginia
|
New York Theater, LLC
|
|
Delaware
|
NOC, Inc.
|
|
Connecticut
|
Philymack Management, LLC
|
|
Delaware
|
Philymack Productions, LLC
|
|
Delaware
|
Philymack Wellness, LLC
|
|
Delaware
|
Pristine Alpine Entertainment, LLC
|
|
Utah
|
Production Staffing Group, LLC
|
|
Delaware
|
Radio Hill, LLC
|
|
Delaware
|
Redrock Entertainment Services, LLC
|
|
Delaware
|
ReignDeer Entertainment Corp
|
|
California
|
ReignDeer Investments, LLC
|
|
Delaware
|
ROC Nation LLC
|
|
Delaware
|
Roc Nation Advertising LLC
|
|
Delaware
|
Roc Nation Latin Publishing LLC
|
|
Delaware
|
Roc Nation Management, LLC
|
|
Delaware
|
Roc Nation Publishing, LLC
|
|
Delaware
|
Roc Nation Records, LLC
|
|
Delaware
|
Roc Nation Sports, LLC
|
|
Delaware
|
Roc Nation Sports - Roc Nation Boxing, LLC
|
|
Delaware
|
Roc Nation Ventures, LLC
|
|
Delaware
|
Rolling Loud, LLC
|
|
Delaware
|
S10 Entertainment & Media, LLC
|
|
Delaware
|
SAL & Co Management LP
|
|
Delaware
|
SC Management GP, Inc.
|
|
Delaware
|
Scheme Engine, LLC
|
|
Delaware
|
Scream Nation, LLC
|
|
Delaware
|
Domestic
|
|
State or Jurisdiction of Incorporation or Organization
|
SFX Financial Advisory Management Enterprises, Inc.
|
|
Delaware
|
Shaky Boots Fest LLC
|
|
Georgia
|
Shaky Festivals Holdings, LLC
|
|
Delaware
|
Shaky Knees Fest LLC
|
|
Georgia
|
Shoreline Amphitheatre, Ltd.
|
|
California
|
SME Entertainment Group LLC
|
|
Delaware
|
Soundcheck, LLC
|
|
Delaware
|
Sound Ventures, LLC
|
|
Delaware
|
Sound Ventures II, LLC
|
|
Delaware
|
Sound Ventures III, LLC
|
|
Delaware
|
Spalding Entertainment, LLC
|
|
Tennessee
|
Star Hill Presents Kansas, LLC
|
|
Virginia
|
Stateside Group, LLC
|
|
Delaware
|
Strobe Labs, Inc.
|
|
Delaware
|
The V.I.P. Tour Company
|
|
Delaware
|
Three Six Zero Group, Inc.
|
|
California
|
Ticketmaster Advance Tickets, L.L.C.
|
|
Colorado
|
Ticketmaster China Ventures, L.L.C.
|
|
Delaware
|
Ticketmaster EDCS LLC
|
|
Delaware
|
Ticketmaster L.L.C.
|
|
Virginia
|
Ticketmaster New Ventures Holdings, Inc.
|
|
Delaware
|
Ticketmaster Pacific Acquisitions, Inc.
|
|
Delaware
|
Ticketmaster-Indiana, L.L.C.
|
|
Delaware
|
TicketsNow.com, Inc.
|
|
Illinois
|
Ticketstoday, LLC
|
|
Virginia
|
Ticketweb, LLC
|
|
Delaware
|
TMF Holdco, LLC
|
|
Delaware
|
TM Vista Inc.
|
|
Virginia
|
TNA Tour II (USA) Inc.
|
|
Delaware
|
TNOW Entertainment Group, Inc.
|
|
Illinois
|
TSZ Entertainment, LLC
|
|
California
|
Two Toasters, LLC
|
|
North Carolina
|
United Concerts, Inc.
|
|
Utah
|
Universe Collaborative Lifestyle, Inc.
|
|
Delaware
|
Van Buren Group Holdings, LLC
|
|
Delaware
|
Vector Management LLC
|
|
Delaware
|
Voodoo Music Experience, LLC
|
|
Louisiana
|
We Are Voices Entertainment, Inc.
|
|
Delaware
|
Westminster Credit Opportunities Funds, LLC
|
|
Delaware
|
Wiltern Renaissance LLC
|
|
Delaware
|
YMROC, LLC
|
|
Delaware
|
Zero Hero Inc.
|
|
Washington
|
Ash Assets Pty Ltd
|
|
Australia
|
Ash Sounds Pty Ltd
|
|
Australia
|
B.D.O. Presents Pty Ltd
|
|
Australia
|
International
|
|
State or Jurisdiction of Incorporation or Organization
|
Four Fish Swimming Pty Ltd
|
|
Australia
|
Live Nation Australasia Pty Ltd
|
|
Australia
|
Live Nation Australia Festivals Pty Ltd
|
|
Australia
|
Live Nation Australia Venues Pty Ltd
|
|
Australia
|
Live Nation Holdings Australasia Pty Ltd
|
|
Australia
|
LN Oldco Pty Ltd
|
|
Australia
|
Look up and Live Pty Ltd
|
|
Australia
|
Secret Sounds Artist Management Pty Ltd
|
|
Australia
|
Secret Sounds Create Pty Ltd
|
|
Australia
|
Secret Sounds Group Pty Ltd
|
|
Australia
|
Secret Sounds Group Services Pty Ltd
|
|
Australia
|
Secret Sounds Pty Ltd
|
|
Australia
|
Secret Sounds Sponsorship Pty Ltd
|
|
Australia
|
Mixitup Australia Pty Ltd
|
|
Australia
|
Splendour in the Grass Pty Ltd
|
|
Australia
|
T Shirt Printers Pty Limited
|
|
Australia
|
Ticketmaster Australasia Pty Ltd
|
|
Australia
|
TSP Merchandising Pty Ltd
|
|
Australia
|
Village Sounds Agency Pty Ltd
|
|
Australia
|
Village Sounds Holdings Pty Limited
|
|
Australia
|
Live Nation Austria GmbH
|
|
Austria
|
Live Nation Argentina S.A.
|
|
Argentina
|
GMM Festival bvba
|
|
Belgium
|
Live Nation Belgium Holdings bvba
|
|
Belgium
|
Live Nation bvba
|
|
Belgium
|
Live Nation Festivals N.V.
|
|
Belgium
|
Ticketmaster Belgium N.V.
|
|
Belgium
|
Live Nation Brasil Entretenimento Ltda.
|
|
Brazil
|
Center of Gravity Sports and Music Festival Inc.
|
|
Canada
|
Front Gate Ticketing Solutions Canada, Ltd.
|
|
Canada
|
Live Nation Canada, Inc.
|
|
Canada
|
Live Nation Ontario Concerts GP, Inc.
|
|
Canada
|
Live Nation Ontario Concerts, L.P.
|
|
Canada
|
Live Nation Touring (Canada), Inc.
|
|
Canada
|
Manett Holdings (Canada) Limited
|
|
Canada
|
Reseau Admission ULC
|
|
Canada
|
Sal & Co LP
|
|
Canada
|
SC GP, Inc.
|
|
Canada
|
Ticketmaster Canada LP
|
|
Canada
|
Ticketmaster Canada ULC
|
|
Canada
|
Ticketmaster Canada Holdings ULC
|
|
Canada
|
Uniiverse Collaborative Lifestyle Inc.
|
|
Canada
|
Ticketmaster Cayman Finance Company Ltd.
|
|
Cayman Islands
|
Ticketmaster Middle East Limited
|
|
Cayman Islands
|
Live Nation Chile SpA
|
|
Chile
|
Aquapath Limited
|
|
Cyprus
|
International
|
|
State or Jurisdiction of Incorporation or Organization
|
Tickethour Group Limited
|
|
Cyprus
|
Tickethour (International) Limited
|
|
Cyprus
|
Live Nation Czech Republic Sro
|
|
Czech Republic
|
Ticketpro a.s.
|
|
Czech Republic
|
Ticketpro Software s.r.o.
|
|
Czech Republic
|
Ticketpro Technologies a.s.
|
|
Czech Republic
|
Danish Venue Enterprise A/S
|
|
Denmark
|
Live Nation Denmark Aps
|
|
Denmark
|
Live Nation Denmark Management Holding Aps
|
|
Denmark
|
Ticketmaster Danmark A/S
|
|
Denmark
|
Academy Music Fund Limited
|
|
England & Wales
|
Academy Music Group Limited
|
|
England & Wales
|
Academy Music Holdings Ltd
|
|
England & Wales
|
ANDpress Limited
|
|
England & Wales
|
Angel Venues Limited
|
|
England & Wales
|
ANM2 Limited
|
|
England & Wales
|
Apollo Leisure Group Limited
|
|
England & Wales
|
Arena Island Limited
|
|
England & Wales
|
Artist Nation Management Limited
|
|
England & Wales
|
Big Chill Republic Limited
|
|
England & Wales
|
C I (Events) Limited
|
|
England & Wales
|
Cream Events Limited
|
|
England & Wales
|
Cream Holdings Limited
|
|
England & Wales
|
Cream Liverpool Limited
|
|
England & Wales
|
Cuffe and Taylor Limited
|
|
England & Wales
|
De-lux Merchandise Company Limited
|
|
England & Wales
|
Electricland Limited
|
|
England & Wales
|
FC 1031 Limited
|
|
England & Wales
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Festival Republic Limited
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England & Wales
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Finlaw 279 Limited
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England & Wales
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Front Gate Ticketing Solutions UK Limited
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England & Wales
|
Full Circle Live Limited
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England & Wales
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Gafrus Limited
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England & Wales
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GetMeIn! Ltd
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England & Wales
|
Globalgathering Group Limited
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England & Wales
|
Hot Festivals Limited
|
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England & Wales
|
HNOE Limited
|
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England & Wales
|
Isle of Wight Festival Limited
|
|
England & Wales
|
Live Nation (Music) UK Limited
|
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England & Wales
|
Live Nation Limited
|
|
England & Wales
|
Live Nation Merchandise Limited
|
|
England & Wales
|
LN-Gaiety Holdings Limited
|
|
England & Wales
|
Lollibop Festival Limited
|
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England & Wales
|
MAMA & Company Limited
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England & Wales
|
MAMA & Company Services Limited
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England & Wales
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MAMA Festivals Limited
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England & Wales
|
International
|
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State or Jurisdiction of Incorporation or Organization
|
MAMA New Music Limited
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England & Wales
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Maztec Limited
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England & Wales
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Maztecrose Holdings Limited
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England & Wales
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Metropolis Music Limited
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England & Wales
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Midland Concert Promotions Group Limited
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England & Wales
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Parklife Manchester Limited
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England & Wales
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Plan B Management Limited
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England & Wales
|
Pollination Music Limited
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England & Wales
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Quest Management (UK) Limited
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England & Wales
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Reading Festival Limited
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England & Wales
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Roc Nation Sports Limited
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England & Wales
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Roc Nation UK limited
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England & Wales
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Roctronix Limited
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England & Wales
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Roseclaim Limited
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England & Wales
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Seatwave Limited
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England & Wales
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Showsec International Limited
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England & Wales
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Sotto Voce Limited
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England & Wales
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Sotto Voce Music Publishing Limited
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England & Wales
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the17 Limited
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England & Wales
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The Warehouse Project (Manchester) Limited
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England & Wales
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Three Six Zero Grp Limited
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England & Wales
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Three Six Zero Music Publishing Limited
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England & Wales
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Tickethour UK Limited
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England & Wales
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Ticket Web (UK) Limited
|
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England & Wales
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Ticketflask Limited
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England & Wales
|
Ticketmaster Europe Holdco Limited
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England & Wales
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Ticketmaster Sport Limited
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England & Wales
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Ticketmaster UK Limited
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England & Wales
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Timbre Digital Limited
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England & Wales
|
TM Number One Limited
|
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England & Wales
|
Ugly Duckling Limited
|
|
England & Wales
|
Live Nation Baltics OU
|
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Estonia
|
Live Nation Estonia OU
|
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Estonia
|
Events Club Oy
|
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Finland
|
Full Production Oy
|
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Finland
|
Live Nation Finland Oy
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Finland
|
Ticketmaster Suomi Oy
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Finland
|
Entre Deux
|
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France
|
Live Lab
|
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France
|
Live Nation France
|
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France
|
Live Nation France Festivals
|
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France
|
Live Nation SAS
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France
|
LNE France Holdings SAS
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France
|
Ticketnet
|
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France
|
Berlin Festival Gmbh & Co. KG
|
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Germany
|
BF Berlin Festival Verwaltungs-GmbH
|
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Germany
|
International
|
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State or Jurisdiction of Incorporation or Organization
|
Live Nation Brand Partnership & Media GmbH
|
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Germany
|
Live Nation Germany Oldco GmbH
|
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Germany
|
Live Nation GmbH
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Germany
|
Live Nation Holdings GmbH
|
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Germany
|
Lollapalooza GmbH
|
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Germany
|
Seatwave Deutschland GmbH
|
|
Germany
|
Ticketmaster Deutschland Holding GmbH
|
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Germany
|
Ticketmaster GmbH
|
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Germany
|
Ticketmaster Hellas S.A.
|
|
Greece
|
Live Nation (Electronic) Asia Limited
|
|
Hong Kong
|
Live Nation (HK) Limited
|
|
Hong Kong
|
Live Nation Marketing Partnerships Asia Limited
|
|
Hong Kong
|
Media Nation Limited
|
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Hong Kong
|
Live Nation Central & Eastern Europe Kft
|
|
Hungary
|
IOMEDIA India Private Limited
|
|
India
|
PT Live Nation Indonesia
|
|
Indonesia
|
Amphitheatre Ireland Limited
|
|
Ireland
|
EP Republic Limited
|
|
Ireland
|
Festival Republic Dublin Limited
|
|
Ireland
|
Live Nation Ireland Holdings Limited
|
|
Ireland
|
Principle Management Limited
|
|
Ireland
|
The Ticket Shop Unlimited Company
|
|
Ireland
|
Ticketline Unlimited Company
|
|
Ireland
|
Ticket Shop Holdings (IOM)
|
|
Isle of Man
|
Ticket Shop One (IOM) Limited
|
|
Isle of Man
|
Ticket Shop Two (IOM) Limited
|
|
Isle of Man
|
Live Nation Israel Ltd.
|
|
Israel
|
Ticketmaster Israel Ltd
|
|
Israel
|
Get Live 2 Srl
|
|
Italy
|
Live Nation 2 Srl
|
|
Italy
|
Live Nation 3 Srl
|
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Italy
|
Live Nation Italia Srl
|
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Italy
|
Parcolimpico Srl
|
|
Italy
|
Ticketmaster Italia Srl
|
|
Italy
|
Live Nation Japan GK
|
|
Japan
|
UAB Live Nation Lietuva
|
|
Lithuania
|
Live Nation Luxembourg Holdco 1 S.
à.r.l.
|
|
Luxembourg
|
Live Nation Luxembourg Holdco 2 S.
à.r.l.
|
|
Luxembourg
|
Ticketmaster New Ventures S. de R.I. de C.V.
|
|
Mexico
|
Amsterdam Music Dome Exploitatie BV
|
|
Netherlands
|
Art of Bookings B.V.
|
|
Netherlands
|
Event Design Holland B.V.
|
|
Netherlands
|
Holland Event Marketing B.V.
|
|
Netherlands
|
Live Nation International Holdings B.V.
|
|
Netherlands
|
Live Nation Venues (Netherlands) B.V.
|
|
Netherlands
|
LYV B.V.
|
|
Netherlands
|
International
|
|
State or Jurisdiction of Incorporation or Organization
|
Mojo Concerts B.V.
|
|
Netherlands
|
Mojo Works B.V.
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Netherlands
|
Noctua B.V.
|
|
Netherlands
|
Seatwave Nederland B.V.
|
|
Netherlands
|
Security Company Security B.V.
|
|
Netherlands
|
Straight International Security B.V.
|
|
Netherlands
|
The Event Support Company B.V.
|
|
Netherlands
|
The Security Company Utrecht Holland Holding B.V.
|
|
Netherlands
|
The Wolf Bookings B.V.
|
|
Netherlands
|
Tickethour Nederland B.V.
|
|
Netherlands
|
Ticketmaster B.V.
|
|
Netherlands
|
Evenz Limited
|
|
New Zealand
|
Live Nation NZ Festivals Limited
|
|
New Zealand
|
Live Nation NZ Limited
|
|
New Zealand
|
NZ Venue and Event Management Limited
|
|
New Zealand
|
Ticketmaster NZ Limited
|
|
New Zealand
|
QPAM Limited
|
|
New Zealand
|
Ticket Shop (NI) Limited
|
|
Northern Ireland
|
Billettservice AS
|
|
Norway
|
Event og Media AS
|
|
Norway
|
Live Nation Norway AS
|
|
Norway
|
Tickethour Norway AS
|
|
Norway
|
TimeOut Agency & Concerts AS
|
|
Norway
|
Live Nation Peru S.A.C.
|
|
Peru
|
Concert Supplies Sp. z o.o.
|
|
Poland
|
Live Nation Sp. z.o.o.
|
|
Poland
|
Music Marketing Sp. z.o.o.
|
|
Poland
|
Ticketmaster Poland Sp. z.o.o.
|
|
Poland
|
Ticketpro Polska sp zoo
|
|
Poland
|
ABC3 Limited
|
|
Scotland
|
D.F. Concerts Limited
|
|
Scotland
|
King Tut's Recordings Limited
|
|
Scotland
|
Tecjet Limited
|
|
Scotland
|
Live Nation Business Consulting (Shanghai) Company Limited
|
|
Shanghai, China
|
Live Nation (Singapore) Pte Ltd
|
|
Singapore
|
Big Concerts International Pty Ltd
|
|
South Africa
|
Big Concession Management Proprietary Limited
|
|
South Africa
|
Big Merchandise Proprietary Limited
|
|
South Africa
|
Live Nation Media and Sponsorship (Pty) Ltd
|
|
South Africa
|
Live Nation Korea Corporation
|
|
South Korea
|
Compania Editora de Talentos Internacionales S.A.
|
|
Spain
|
Live Nation Espana S.A.U.
|
|
Spain
|
Mean Fiddler Spain S.L.
|
|
Spain
|
Mediterranea Concerts SL
|
|
Spain
|
Seatwave Espana S.L.
|
|
Spain
|
Ticketmaster Iberica SLU
|
|
Spain
|
International
|
|
State or Jurisdiction of Incorporation or Organization
|
Ticketmaster Spain SAU
|
|
Spain
|
Artist och underhallningsservice i Sverige AB
|
|
Sweden
|
Live Nation Holding Nordic AB
|
|
Sweden
|
Live Nation Nordic AB
|
|
Sweden
|
Live Nation Sweden AB
|
|
Sweden
|
Lugerinc AB
|
|
Sweden
|
Neu Festival Live AB
|
|
Sweden
|
Sweden Rock Festival AB
|
|
Sweden
|
Ticketmaster New Ventures Holdings II AB
|
|
Sweden
|
Ticketmaster Sverige AB
|
|
Sweden
|
First Event AG
|
|
Switzerland
|
Live Nation Switzerland GmbH
|
|
Switzerland
|
Tickethost AG
|
|
Switzerland
|
TMLNE GmbH
|
|
Switzerland
|
Live Nation Taiwan Co., Ltd
|
|
Taiwan
|
Live Nation BEC-Tero Entertainment Co., Ltd
|
|
Thailand
|
Biletix Bilet Dagitim Basim ve Ticaret AS
|
|
Turkey
|
Biletix Sigorta Acenteligi AS
|
|
Turkey
|
Live Nation Middle East FZ-LLC
|
|
United Arab Emirates
|
Ticketmaster Middle East Events LLC
|
|
United Arab Emirates
|
Ticketmaster Middle East FZ-LLC
|
|
United Arab Emirates
|
Ticketmaster Middle East North LLC
|
|
United Arab Emirates
|
(1)
|
Registration Statement (Form S-3 No 333-190459) of Live Nation Entertainment, Inc.;
|
(2)
|
Registration Statement (Form S-8 No. 333-175139) pertaining to the 2005 Stock Incentive Plan, as amended and restated as of April 15, 2011 of Live Nation Entertainment, Inc.;
|
(3)
|
Registration Statement (Form S-3 No. 333-166148) of Live Nation Entertainment, Inc.;
|
(4)
|
Registration Statement (Form S-8 No. 333-164507) pertaining to the Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan;
|
(5)
|
Registration Statement (Form S-8 No. 333-164494) pertaining to the Amended and Restated Live Nation, Inc. Stock Bonus Plan;
|
(6)
|
Registration Statement (Form S-8 No. 333-164302) pertaining to the 2005 Stock Incentive Plan, as Amended and Restated of Live Nation, Inc.;
|
(7)
|
Registration Statement (Form S-8 No. 333-157664) pertaining to the Employee Stock Bonus Plan of Live Nation, Inc.;
|
(8)
|
Registration Statement (Form S-8 No. 333-149901) pertaining to the Employee Stock Bonus Plan of Live Nation, Inc.;
|
(9)
|
Registration Statement (Form S-8 No. 333-132949) pertaining to the 2005 Stock Incentive Plan of Live Nation, Inc.; and
|
(10)
|
Registration Statement (Form S-8 No. 333-206294) pertaining to the 2005 Stock Incentive Plan, as amended and restated as of March 19, 2015, of Live Nation Entertainment, Inc.
|
Date: February 27, 2018
|
|
|
|
By:
|
/s/ Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: February 27, 2018
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|
Date: February 27, 2018
|
|
|
|
By:
|
/s/ Michael Rapino
|
|
Michael Rapino
|
|
President and Chief Executive Officer
|
Date: February 27, 2018
|
|
|
|
By:
|
/s/ Kathy Willard
|
|
Kathy Willard
|
|
Chief Financial Officer
|