Live Nation Entertainment (LYV) 10-K risk factor changes: FY2017 vs FY2016
The 2017-12-31 10-K against the 2016-12-31 one, compared heading by heading and sentence by sentence. One of these filings carries no fiscal year tag, so its year is the calendar year of the period end.
Item 1A49 rewritten23 added14 removed439 unchanged
All filing items937 rewritten638 added589 removed1,967 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: only 0 carried over between the two years, which usually means one filing was read wrongly, so none is reported as new or removed.
- Sentence by sentence, 638 added, 589 removed, 937 rewritten and 1,967 unchanged across 12 items that differ.
- New this year: Item 16. FORM 10-K SUMMARY.
Sentences by item
21 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged | Page headers and footers changed |
|---|---|---|---|---|---|
| Item 1A. RISK FACTORS | 23 | 14 | 49 | 439 | 0 |
| Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 161 | 132 | 222 | 382 | 0 |
| Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 0 | 0 | 0 | 1 | 0 |
| Item 1. BUSINESS | 7 | 23 | 95 | 287 | 0 |
| Item 3. LEGAL PROCEEDINGS | 2 | 1 | 0 | 1 | 0 |
| Cover and table of contents | 5 | 4 | 23 | 96 | 0 |
| Item 1B. UNRESOLVED STAFF COMMENTS | 0 | 0 | 0 | 1 | 0 |
| Item 2. PROPERTIES | 0 | 0 | 1 | 6 | 0 |
| Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 5 | 5 | 2 | 18 | 0 |
| Item 6. SELECTED FINANCIAL DATA | 2 | 7 | 10 | 19 | 0 |
| Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 252 | 224 | 518 | 656 | 0 |
| Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 0 | 0 | 0 | 1 | 0 |
| Item 9A. CONTROLS AND PROCEDURES | 6 | 1 | 8 | 22 | 0 |
| Item 9B. OTHER INFORMATION | 0 | 0 | 0 | 4 | 0 |
| Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 0 | 0 | 0 | 4 | 0 |
| Item 11. EXECUTIVE COMPENSATION | 0 | 0 | 0 | 3 | 0 |
| Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 0 | 0 | 0 | 3 | 0 |
| Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 0 | 0 | 0 | 3 | 0 |
| Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 0 | 0 | 0 | 2 | 0 |
| Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 0 | 178 | 9 | 19 | 0 |
| Item 16. FORM 10-K SUMMARYnew | 175 | 0 | 0 | 0 | 0 |
Underlined words on a shaded ground are new in FY2017; struck-through words were in FY2016. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
49 rewritten, 23 added, 14 removed, 439 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
If those artists do not choose to tour, or if we are unable to secure the rights to their future tours, then our [added: concerts] business would be adversely affected.
Therefore, if the public is not receptive to the tour, or we or an artist cancel the tour, we may incur a loss for the tour depending on the amount of the fixed guarantee or incurred costs relative to any revenue earned, as well as revenue we could have earned at [removed: booked venues.]
We face intense competition in the live [removed: music, ticketing] [added: music] and [removed: artist management] [added: ticketing] industries, and we may not be able to maintain or increase our current revenue, which could adversely affect our business, financial condition and results of operations.
Our competitors compete with us for key employees who have relationships with popular music artists and who have a history of being able to book such artists for concerts and [added: tours.]
[removed: It] [added: Across the live music industry, it] is possible that new competitors may emerge and rapidly acquire significant market share.
In the secondary ticket sales market, we have restrictions on our business that are not faced by our competitors, which restrictions include those that are self-imposed, imposed as a result of agreements entered into with the Federal Trade Commission (“FTC”) and the Attorneys General of several individual states, [added: various international governing bodies,] and statutory.
These restrictions include: restrictions on linking from our page on the www.ticketmaster.com website that informs consumers that no tickets were found in response to their ticket request to our resale ticketing options without first obtaining approval from the State of New Jersey as to any material changes to our current linking practices; a [removed: restriction on using or allowing our affiliates to use domain names that, among other things, contain the unique names of venues, sports teams or performers, or contain names that are substantially similar to or are misspelled versions of same; a] requirement to clearly and conspicuously disclose on any [removed: resale website owned by us or on any] primary ticketing website where a link or redirect to [removed: such] a resale website [added: owned or controlled by us] is [removed: posted] [added: posted,] that [removed: it] [added: the link] is [added: directing the user to] a resale website and [added: that] ticket prices often exceed the ticket’s original price; and a requirement to make certain clear and conspicuous disclosures and in certain instances to create separate listings when a ticket being offered for resale is not “in-hand” as well as a requirement to monitor and enforce the compliance of third parties offering tickets on our websites with such disclosure requirements.
[removed: The] [added: Within the live music industry, our] artist management [removed: industry is] [added: business] also [removed: a highly competitive industry,] [added: competes] with numerous other artist management companies and individual managers in the United States [removed: alone.][added: alone, both to discover new and emerging artists and to represent established artists.]
In connection with our merger with [removed: Ticketmaster,] [added: Ticketmaster Entertainment, Inc.,] we became subject to both a court-imposed final judgment in the United States and a consent agreement with Canadian authorities, pursuant to which we have agreed to abide by certain behavioral remedies that prevent us from engaging in retaliatory business tactics or improper tying arrangements.
| • | unfavorable fluctuations in operating costs, including increased guarantees to artists, which we may be unwilling or unable to pass through to our customers via [added: higher] ticket prices; |
The success of our ticketing business and other operations depends, in part, on the integrity of our systems and [removed: infrastructures,] [added: infrastructure,] as well as affiliate and third-party computer systems, wifi and other communication systems.
System interruption and the lack of integration and redundancy in these systems and [removed: infrastructures] [added: infrastructure] may have an adverse impact on our business, financial condition and results of operations.
System interruption and the lack of integration and redundancy in the information systems and [removed: infrastructures,] [added: infrastructure,] both of our own ticketing systems and other computer systems and of affiliate and third-party software, wifi and other communications systems service providers on which we rely, may adversely affect our ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations.
Data loss or other breaches of our network security could materially harm our business and results of operations, and the processing, storage, use and disclosure of personal [removed: data] [added: or sensitive information] could give rise to liabilities and additional costs as a result of governmental regulation, litigation and conflicting legal requirements relating to personal privacy rights.
We process, store, use and disclose certain personal [added: or sensitive] information about our [removed: customers.][added: customers and employees.]
Penetration of our network or other misappropriation or misuse of personal [added: or sensitive] information and data, including credit card information, could cause interruptions in our operations and subject us to increased costs, litigation, inquiries and actions from governmental authorities, and financial and other liabilities.
In addition, security breaches or the inability to protect our [removed: data] [added: information] could lead to increased incidents of ticketing fraud and counterfeit tickets.
In addition to the above concerns related to network and data security, the sharing, use, disclosure and protection of [removed: personally identifiable] [added: personal or sensitive] information and other user data are governed by existing and evolving federal, state and international laws.
[removed: We] [added: However, we] could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, [added: including practices] or [added: policies regarding the collection, transfer, use, disclosure, security, and disposal of personal or sensitive information, or] if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations.
As we expand our operations into new jurisdictions [removed: worldwide,] [added: worldwide that have data privacy laws,] the costs associated with compliance with these regulations increases.
It is possible that government or industry regulation in these markets will require us to deviate from our standard [removed: processes,] [added: processes and/or make changes to our products, services and operations,] which will increase operational cost and risk.
[removed: More specifically,] [added: The E.U. adopted a new law governing data privacy called] the [removed: European Union] General Data Protection Regulation (“GDPR”) [added: that] will become effective [removed: for European Union (“E.U.”) member states beginning] in May 2018.
We have committed significant capital and personnel resources to ensure that we are in compliance with the GDPR by [removed: the time it becomes effective;] [added: its effective date;] however, there can be no assurances that we will be successful in these efforts, or that violations will not occur, particularly given the complexity of both the GDPR and our business, as well as the uncertainties that accompany new, comprehensive legislation.
Our failure or the failure of the various third-party vendors and service providers with which we do business to comply with applicable privacy policies or federal, state or international laws and regulations or any compromise of security that results in the unauthorized release of [removed: personally identifiable] [added: personal or sensitive] information or other user data could damage our reputation, discourage potential users from [added: purchasing tickets,] trying our products and [removed: services and/or] [added: services, and] result in [removed: fines and/or proceedings] [added: proceedings/fines] by governmental agencies [removed: and/or] [added: and private actions brought by] consumers, one or all of which could adversely affect our business, financial condition and results of operations.
[added: In addition, in an effort to make international operations in one or more given] jurisdictions profitable over the long term, significant additional investments that are not profitable over the short term could be required over a prolonged period.
| • | historic landmark [removed: rules;] [added: rules.] |
| • | primary ticketing and ticket resale [removed: services.] [added: services;] |
Our failure to comply with these laws and regulations could result in [removed: fines and/or proceedings] [added: proceedings/fines] against us by governmental agencies [removed: and/or] [added: and private actions brought by] consumers, which if material, could adversely affect our business, financial condition and results of operations.
For example, some legislatures have proposed laws in the past that would impose potential liability on us [added: and other promoters and producers of live music events for entertainment taxes and for incidents that occur at our events, particularly relating to drugs and alcohol.]
Additionally, governmental actions such as the current sanctions by the U.S. Department of the Treasury’s Office of Foreign Assets Control and European regulators on certain Russian individuals and [removed: entities] [added: entities, as well as other sanctions elsewhere in the world,] could restrict or limit our business activities in certain areas or subject us to sanction for noncompliance, even if inadvertent.
Other states and Canadian provinces have commenced investigations or inquiries regarding the relationship between us and certain of our subsidiaries and other aspects of our ticketing [removed: business.][added: business, including a recent suit brought by the Canadian Competition Bureau relating to alleged deceptive marketing practices.]
In the case of antitrust (and similar or related) matters, any adverse outcome could limit or prevent us from engaging in the ticketing business generally (or in a particular [removed: market] [added: segment] thereof) or subject us to potential damage assessments, all of which could have a material adverse effect on our business, financial condition and results of operations.
The risks associated with our businesses may become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in attendance at live entertainment, [removed: sporting and leisure events.]
Many factors related to corporate spending and discretionary consumer spending, including economic conditions affecting disposable consumer income such as [removed: employment,] [added: unemployment levels,] fuel prices, interest [removed: and] [added: rates, changes in] tax rates and [added: tax laws that impact companies or individuals, and] inflation can significantly impact our operating results.
Negative factors such as challenging economic [removed: conditions,] [added: conditions and] public concerns over terrorism and security incidents, particularly when combined, can impact corporate and consumer spending, and one negative factor can impact our results more than another.
For the year ended December 31, [removed: 2016,] [added: 2017,] our international operations accounted for approximately [removed: 31%] [added: 34%] of our revenue.
We experienced foreign exchange rate operating income of [added: $7.2 million and] $2.1 million for the [removed: year] [added: years] ended December 31, [added: 2017 and] 2016, and foreign exchange rate operating losses of $24.5 million [removed: and $6.2 million] for the [removed: years] [added: year] ended December 31, [removed: 2015 and 2014, respectively,] [added: 2015,] which impacted our operating income.
The terrorism and security incidents in the past, military actions in foreign locations and periodic elevated terrorism alerts have raised numerous challenging operating factors, including [added: public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.]
As a result, personal injuries and accidents [removed: have,] [added: have occurred,] and [removed: may, occur] [added: may in the future occur,] from time to time, which could subject us to claims and liabilities for personal injuries.
Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use [removed: trade secrets or copyrighted] [added: our] intellectual property without authorization which, if discovered, might require legal action to correct.
booked venues.
The large infrastructure plant that is required to operate our systems requires an ongoing investment of time, money and effort to maintain or refresh hardware and software and to ensure it remains at a level capable of servicing the demand and volume of business that Ticketmaster receives.
Failure to do so may result in system instability, degradation in performance, or unfixable security vulnerabilities that could adversely impact both the business and the consumer utilizing our services.
We have expended significant capital and other resources to keep abreast of the evolving privacy landscape, including the establishment of a dedicated global privacy organization within our legal team.
Due to the changes in the data privacy regulatory environment, we may incur additional costs and challenges to our business that restrict or limit our ability to collect, transfer, use, disclose, secure, or dispose of personal or sensitive information.
These changes in data privacy laws may require us to modify our current or future products, services, or programs, which may impact the products and services available to our customers.
Regulators are imposing significant fines for data privacy violations.
Our business operations, including our ticketing business, involve the collection, transfer, use, disclosure, security, and disposal of personal or sensitive information in various locations around the world, including the European Union (“E.U.”).
The GDPR creates new requirements regarding personal information.
Non-compliance with the GDPR carries significant monetary penalties of up to the higher of 4% of a company’s worldwide total revenue or €20 million.
There have recently been terrorist attacks at events that we have promoted or with which we have otherwise been involved, which have resulted in lawsuits questioning, among other things, the adequacy of the security precautions at these events.
While we are constantly evaluating the security precautions for our events in an effort to ensure the safety of the public, no security measures can guarantee safety and there can be no assurances that we won’t face liabilities, which could be substantial and materially impact our operating results, in connection with such terrorist attacks at our events.
In addition, we hold a large number of events at third-party venues that we do not own or operate.
While we do not have direct control over the security at such venues, there can be no guarantees that victims of a terrorism or casualty event at such venues will not seek to impose, or ultimately be successful in imposing, liability on us.
While we have health and safety programs designed to mitigate the risks that are inherent in the staging of concerts and other events, as well as those associated with extraordinary occurrences or actions that may take place at our events, there can be no assurances that these programs will be sufficient to fully cover every possibility.
Despite our best efforts, some occurrences or actions are difficult to foresee and adequately plan for, which could lead to fan, vendor and/or employee harm resulting in fines, penalties, legal costs and reputational risk that could materially and adversely impact our business and results of operations.
As we expand into new markets these risks will be intensified and will have the potential to impact a greater percentage of our business and operating results.
| • | 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; |
sporting and leisure events.
| March 31, 2017 | | $ | (21,366 | ) |
| June 30, 2017 | | $ | 113,433 | |
| September 30, 2017 | | $ | 201,347 | |
| December 31, 2017 | | $ | (202,017 | ) |
tours.
We compete with these companies and individuals to discover new and emerging artists and to represent established artists.
In addition, certain of our arrangements with clients of our artist management business are terminable at will by either party, leading to competition to retain those artists as clients.
Competition is intense and may contribute to a decline in the volume of our artist management business, which could adversely affect our business, financial condition and results of operations.
This comprehensive legislation will harmonize data protection regulations across E.U. member states, while placing many restrictions and burdens on data controllers and
processors located both within and outside of the E.U. whose activities involve the personal information of residents of the E.U. Among other requirements applicable to data controllers, the GDPR contains provisions related to accountability obligations to implement, document and demonstrate data protection compliance, the appointment of a Data Protection Officer, consent/withdrawal of consent by data subjects, transparency of information provided to data subjects, data breach notifications to data subjects, and international transfers of data, while providing for fines that can be up to the higher of 4% of a company’s worldwide total revenue or €20 million.
In addition, in an effort to make international operations in one or more given
| • | privacy laws and protection of personally identifiable information; |
and other promoters and producers of live music events for entertainment taxes and for incidents that occur at our events, particularly relating to drugs and alcohol.
public concerns regarding air travel, military actions and additional national or local catastrophic incidents, causing a nationwide disruption of commercial and leisure activities.
| March 31, 2015 | | $ | (23,935 | ) |
| June 30, 2015 | | $ | 42,245 | |
| September 30, 2015 | | $ | 153,510 | |
| December 31, 2015 | | $ | (40,448 | ) |
An excerpt. Shown here: 40 of 49 rewritten, all 23 added and all 14 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2017 filing and the FY2016 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
222 rewritten, 161 added, 132 removed, 382 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including those discussed under [added: Item] 1A.—Risk Factors and other sections in this Annual Report.
Our total revenue for the year was [removed: $8.4] [added: $10.3] billion, making this our [removed: eleventh] [added: twelfth] consecutive year of revenue [removed: growth, so] [added: growth and giving us,] once again, [removed: Live Nation delivered its] [added: our] highest revenue [removed: ever this year.][added: year ever.]
Our Concerts, Sponsorship & Advertising and Ticketing segments all reported [added: double-digit] revenue growth [removed: for the sixth consecutive year] as a result of both [removed: our highest level of] [added: record] attendance at our concerts and record ticket sales in our ticketing business.
Ticketing increased as well, with strong growth in concert event sales both in [removed: the United States] [added: North America] and our international markets as well as the continued expansion of our resale business.
[removed: Additionally,] Sponsorship & Advertising again delivered strong growth over [removed: 2015] [added: 2016] due to a number of new strategic multi-year deals and [removed: continued growth of our festival sales.][added: market expansion in Europe.]
By advancing innovation in ticketing technology, we will continue to improve the fan experience by offering increased and more diversified [added: secure] choices in an expanded ticketing marketplace.
Our Concerts segment was the largest contributor to our overall revenue growth, with an increase of [removed: $909.1 million] [added: $1.6 billion] on a reported [added: and constant currency] basis as compared to last year, [removed: or $1.0 billion,] a [removed: 20% increase,] [added: 25% increase] without the impact of changes in foreign exchange rates.
This higher revenue was partially due to additional [removed: stadium and] arena shows [removed: both] in the United [removed: States and] [added: States, stadium events] internationally, [removed: including tours by Beyoncé, Rihanna, Coldplay] and [removed: Guns N’ Roses.][added: growth in our theater and club business worldwide.]
We continued to expand our global festival portfolio in [removed: 2016,] [added: 2017,] adding brands like [removed: Governors Ball] [added: BottleRock] to our leading roster and growing total festival attendance by [removed: 15%.][added: 14%.]
Nearly [removed: 17] [added: 16] million fans attended our amphitheater shows throughout the year, [removed: a record for Live Nation,] with Florida Georgia Line, [removed: Dave Matthews Band and] [added: Future,] Luke [removed: Bryan] [added: Bryan, and Zac Brown] all playing to sold out audiences over the summer.
These programs helped grow our ancillary revenue per fan by [removed: over] 9% in [removed: 2016.][added: 2017.]
Our [added: Concerts] operating [removed: income] [added: results] for the year improved over [removed: 2015] [added: 2016] largely due to the impact of these business improvements and strategic initiatives mentioned above.
Our Sponsorship & Advertising segment revenue for the year was up [removed: $43.9] [added: $67.5] million on a reported basis as compared to last year, or [removed: $50.7] [added: $66.4] million, [removed: a 15%] [added: an 18%] increase, without the impact of changes in foreign exchange rates.
[removed: Operating] [added: Sponsorship & Advertising operating] income for the year improved by [removed: 4%] [added: 10%] on a reported [removed: basis] [added: basis,] which was driven by higher revenue, partially offset by [removed: the impact of changes] [added: continued investment] in [removed: foreign exchange rates.][added: our sales team’s personnel and expertise.]
We believe that our extensive onsite and online reach, global venue distribution network, artist relationships, ticketing operations and live entertainment content are the [removed: key] [added: keys] to securing long-term sponsorship agreements with major brands, and we plan to expand these assets while extending further into new markets internationally.
Our Ticketing segment revenue for the year increased by [removed: $188.4] [added: $315.9] million on a reported basis as compared to last year, or [removed: $212.0] [added: $311.9] million, a [removed: 13%] [added: 17%] increase, without the impact of changes in foreign exchange rates.
This increase was largely due to a [removed: 7%] [added: 10%] growth in [removed: primary] [added: fee-bearing] ticket sales [removed: globally,] [added: globally to over 205 million tickets in 2017,] largely driven by increased sales for concert [removed: events in North America as well as Europe.][added: events.]
On the mobile front, [removed: 27%] [added: 33%] of our total tickets were sold via mobile and tablet devices compared to [removed: 21%] [added: 27%] in [removed: 2015.][added: 2016.]
As a result, we expect to continue to attract more ticket buyers and enhance the overall fan and [removed: venue] [added: venue/artist] client experience.
Our reportable segments are Concerts, Sponsorship & [removed: Advertising, Ticketing] [added: Advertising] and [removed: Artist Nation.][added: Ticketing.]
Our Concerts segment principally involves the global promotion of live music events in our owned or operated venues and in rented third-party venues, the operation and management of music venues, the production of music festivals across the [removed: world and] [added: world,] the creation of associated [removed: content.][added: content and the provision of management and other services to artists.]
To judge the health of our Concerts segment, we primarily monitor the number of confirmed events [added: and fan attendance] in our network of owned or operated and third-party venues, talent fees, average paid [removed: attendance and] [added: attendance, market ticket pricing,] advance ticket [removed: sales.][added: sales and number of major artist clients under management.]
We typically experience higher revenue in the second and third quarters, as a large portion of sponsorships are associated with shows at our outdoor amphitheaters and [removed: festivals] [added: festivals,] which primarily occur from May through October.
To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship [removed: arrangements,] [added: arrangements and online advertising revenue, and] the percentage of expected revenue under [removed: contract and online advertising revenue through our websites.][added: contract.]
Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of [removed: our] [added: its] clients and retains a portion of the service [removed: charge for these services.][added: charges as our fee.]
We also offer ticket resale services, sometimes referred to as secondary ticketing, [removed: primarily] [added: principally] through our integrated inventory platform, league/team platforms and other platforms internationally.
Our Ticketing segment [removed: also] manages our online activities including enhancements to our [added: ticketing] websites and product offerings.
[removed: Revenue related to ticketing service charges is recognized when the ticket is sold except for] [added: For] our own [removed: events] [added: events,] where our concert promoters control [removed: ticketing and then the] [added: ticketing,] revenue is deferred and recognized as the event occurs.
To judge the health of our Ticketing segment, we primarily review the [removed: gross transaction value] [added: GTV] and the number of tickets sold through our primary and secondary ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services.
In addition, we review the number of visits to our websites, the [added: purchase conversion rate, the] overall number of customers in our database, the number and percentage of tickets sold via [removed: mobile,] [added: mobile and] the number of app [removed: installs and gross transaction value and fees related to secondary ticket sales.][added: installs.]
| [added: 2017] | [removed: 2016] | [added: 2016] | | 2015 | | [removed: |] 2014 | | [added: 2013 |]
| North America | [removed: 17,554] [added: 19,933] | | | [removed: 16,846] [added: 17,554] | | | [removed: 15,941] [added: 16,846] | |
| International | [removed: 8,708] [added: 9,643] | | | [removed: 8,665] [added: 8,708] | | | [removed: 6,853] [added: 8,665] | |
| Total estimated events | [removed: 26,262] [added: 29,576] | | | [removed: 25,511] [added: 26,262] | | | [removed: 22,794] [added: 25,511] | |
| (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 [removed: timing] [added: timing,] except for our own events where our concert promoters control ticketing [added: 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. |
Reconciliation of [removed: Segment] Adjusted Operating Income (Loss)
We believe that information about AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net [removed: income,] [added: income (loss),] thus providing insights into both operations and the other factors that affect reported results.
| | [removed: AOI] [added: Operating income (loss)] | | | | [removed: Non-cash and stock-] [added: Stock-] based compensation expense | | | | Loss (gain) on disposal of operating assets | | | | Depreciation and amortization | | | | [removed: Goodwill impairment | | | |] Acquisition expenses | | | | [removed: Operating income (loss)] [added: AOI] | | |
| | | | | | | | | | (in thousands) | | | | | | | | | | | | | | | [removed: | | | |]
| 2016 | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | | |]
Live Nation had a very strong year in 2017, marked by growing global fan demand for live experiences.
We continued to focus on elevating those experiences through our Concerts, Sponsorship & Advertising and Ticketing businesses to maximize benefits to the fans, to the many artists and teams with whom we work, and to our stockholders.
We entered new markets
during the year and introduced new ticketing products that we believe will reap rewards for years to come.
Despite a competitive technological landscape that evolved more rapidly than ever, we achieved record levels in our key financial and operational metrics.
Our focus on amplifying and growing our concert flywheel continues to deliver benefits; the unique power of the live concert experience enables fans around the world to connect with artists and each other and provides us the platform to do the same.
Our overall revenue in 2017 increased by $2.0 billion on a reported and constant currency basis as compared to last year, a 23% increase without the impact of changes in foreign exchange rates.
Our operating results declined this year, due to a $110.0 million legal accrual to resolve a dispute that had been ongoing for two years and we are pleased to have the matter resolved.
Some of the biggest tours in 2017 featured U2, Coldplay, Guns N’ Roses, Depeche Mode and Bruno Mars.
Overall, Concert attendance grew by nearly 15 million to nearly 86 million fans, a record for the company, and an increase of 21% over 2016.
The growth of our amphitheater onsite business continued in 2017, particularly with our enhanced beer and wine programs, expansion of our specialty spirits points of sale, and introduction of unique branded food concepts.
As pointed out in the third quarter of 2017, another one of our ongoing priorities is to grow our ticket revenue by optimizing ticket pricing.
We saw success in this area in the United States, improving the price on our best available seats in the amphitheaters and expanding our premium ticket offerings.
In our international business, our promotions business in Germany continued its strong growth, doubling its number of fans to over 1.6 million.
Our concert teams abroad also made progress on our ticket pricing initiative, broadening our platinum and VIP pricing programs in both the United Kingdom and mainland Europe.
Higher revenue resulted from new clients and increased international sponsorship resulting from the opening of the Royal Arena in Copenhagen, the expansion of our Germany business, and the acquisition of prominent festivals in Sweden and Australia.
In 2017, we continued to build new venue products across our portfolio in the United States, as well as new festival products.
We also saw growth through category expansion.
These efforts resulted in growth in the number of strategic brand relationships and our revenue from those clients, both of which increased by double-digits over 2016.
We continue to make progress on festival apps, expanding ad units, and geo-fencing products to drive our online business.
The rollout of our integrated ticketing platform continues to be a success story and that, along with improvements to both our fan-focused website and our mobile sales platform, drove conversion increases each quarter in 2017 as compared to
the prior year.
We also notably launched our Verified Fan product in 2017, which ensures that more tickets get into the hands of bona fide fans, and we are very encouraged by the progress so far, selling nearly 3 million tickets during the year.
Our total mobile ticket sales increased by 35% year-over-year.
As mentioned previously, operating results for Ticketing were down this year due to a $110.0 million accrual to settle a legal dispute, although operationally, they delivered strong growth.
Prior to 2017, we reported an Artist Nation segment, which is now included in our Concerts segment.
See—Part II—Financial Information—Item 8.
Financial Statements and Supplementary Data—Note 12—Segment Data for further discussion of the segment change.
Gross transaction value (“GTV”) represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge.
Service charges are generally based on a percentage of the face value or a fixed fee.
Revenue related to ticketing service charges is recognized when the ticket is sold for our outside clients.
| North America | 54,868 | | | 48,611 | | | 43,622 | |
| International | 31,038 | | | 22,330 | | | 19,704 | |
| Total estimated fans | 85,906 | | | 70,941 | | | 63,326 | |
| 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 | |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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Live Nation had another exceptional year in 2016, a year of market and product expansion while achieving new levels in our key financial and operational metrics.
More than ever, we are seeing the unique power of the live concert experience and the importance of technology to enable fans around the world to connect with artists and each other.
Our overall revenue in 2016 increased by $1.1 billion on a reported basis as compared to last year, or $1.2
billion, a 17% increase, without the impact of changes in foreign exchange rates.
The results of our amphitheater onsite business accelerated in 2016 with the introduction of higher-end beer and wine options, premium brand-name food kiosks and restaurants, and “Grab and Go” options.
In our international business, our new promotions business in Germany had an outstanding first year, adding three quarters of a million new fans.
We also launched 20 festival apps in Europe and saw our festival attendance grow by 18% year-over-year internationally.
Higher revenue resulted from new clients and increased festival sponsorships.
In 2016, we extended agreements with several major clients for multi-year deals that utilize our venue, media and ticketing assets, providing our clients with a unique opportunity to advertise their brands and reward their customers with the rich diversity of live music.
We believe this was driven in part by our focus on introducing new amphitheater and festival products as well as adding new sales categories.
As we continued to improve our platform and provide consumers with a broader range of secure ticketing options, visits to our websites increased by 9% in 2016 with 63% of these visits occurring on mobile devices.
Our resale business also grew during the year in North America, Europe and Australia, with gross transaction value, or GTV, improving by 24% on a reported basis year-over-year.
Our total mobile ticket sales increased by 36% year-over-year driven, at least in part, by several major improvements we made to our apps and mobile web experience in the year.
In 2016, we continued to invest and innovate our ticketing portfolio, opening our platform to new distribution partners and providing clients with new tools.
Operating results for the year increased over 2015, largely as a result of strong primary ticket sales as well as our growing resale ticketing business.
Our Artist Nation segment revenue for the year decreased by $12.5 million on a reported basis as compared to last year, or $7.6 million, a 2% decrease, without the impact of changes in foreign exchange rates, largely driven by the timing of event activity.
Artist Nation’s operating results were lower than 2015, again driven by lower event activity.
Our Artist Nation segment is focused on managing its existing clients as well as developing new relationships with top artists and extending the various services it provides.
We continue to be optimistic about the long-term potential of our company and are focused on the key elements of our business model: expand our concert platform, sell more tickets and invest in product improvements, grow resale ticket volume and expand sponsorship and advertising results.
Artist Nation
Our Artist Nation segment primarily provides management services to music artists and other clients in exchange for a commission on the earnings of these artists.
Revenue earned from our Artist Nation segment is impacted to a large degree by the touring schedules of the artists we represent and generally we experience higher revenue during the second and third quarters as the period from May through October tends to be a popular time for touring events.
To judge the health of our Artist Nation segment, we primarily review the number of major clients represented.
For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of foreign exchange rates.
| North America | 48,813 | | | 43,739 | | | 40,069 | |
| International | 22,330 | | | 19,703 | | | 18,486 | |
| Total estimated fans | 71,143 | | | 63,442 | | | 58,555 | |
| Number of fee-bearing tickets sold | 185,543 | | | 173,871 | | | 163,184 | |
| Number of non-fee-bearing tickets sold | 298,157 | | | 298,549 | | | 300,030 | |
| Total tickets sold | 483,700 | | | 472,420 | | | 463,214 | |
| | |
| --- | --- |
| | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | $ | 138,865 | | | $ | 6,708 | | | $ | (81 | ) | | $ | 137,605 | | | $ | — | | | $ | 6,765 | | | $ | (12,132 | ) |
| Artist Nation | 10,273 | | | | 3,751 | | | | 20 | | | | 57,110 | | | | — | | | | 550 | | | | (51,158 | | ) |
| Concerts | $ | 61,583 | | | $ | 7,028 | | | $ | 430 | | | $ | 146,795 | | | $ | — | | | $ | 12,635 | | | $ | (105,305 | ) |
| Artist Nation | 33,162 | | | | 4,918 | | | | 215 | | | | 54,980 | | | | — | | | | 1,232 | | | | (28,183 | | ) |
An excerpt. Shown here: 40 of 222 rewritten, 40 of 161 added and 40 of 132 removed. The counts are complete. For every sentence, read Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS in the FY2017 filing and the FY2016 filing.
Item 1. BUSINESS
95 rewritten, 7 added, 23 removed, 287 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
We believe that we are the largest live entertainment company in the world, connecting over [removed: 550] [added: 580] million fans across all of our concerts and ticketing platforms in approximately 40 countries in [removed: 2016.][added: 2017.]
We believe we are the largest producer of live music concerts in the world, based on total fans that attend Live Nation events as compared to events of other promoters, connecting [removed: more than 71] [added: nearly 86] million fans to [removed: nearly 26,300] [added: more than 29,500] events for over [removed: 3,200 artists] [added: 4,000 artists,] in [removed: 2016.][added: 2017.]
Live Nation owns, operates, has exclusive booking rights for or has an equity interest in [removed: 196] [added: 222] venues, including House of Blues ® music venues and prestigious locations such as The Fillmore in San Francisco, the Hollywood Palladium, the Ziggo Dome in [removed: Amsterdam and] [added: Amsterdam,] 3Arena in [removed: Ireland.][added: Ireland, Royal Arena in Copenhagen and Spark Arena in New Zealand.]
Ticketmaster provides ticket sales, ticket resale services and marketing and distribution globally through www.ticketmaster.com and www.livenation.com and our other websites, numerous retail outlets and call [removed: centers and we sold over 480] [added: centers, selling nearly 500] million tickets in [removed: 2016] [added: 2017] through our systems.
Ticketmaster serves more than 12,000 clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, [added: festival and concert promoters,] professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.
As of December 31, [removed: 2016,] [added: 2017,] we had over [removed: 140] [added: 125] managers providing services to more than 500 artists.
Our strategy is to grow our leadership position in live entertainment, to [added: promote more shows,] sell more tickets and [added: sell more sponsorships and advertising, and thereby] increase our revenue, earnings and cash flow.
| • | 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 [removed: select] 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. |
| • | 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 [added: 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 [removed: channels and] [added: channels,] drive increased ticket [removed: sales.] [added: 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 [removed: 70] [added: nearly 86] million [removed: plus] fans attending our shows each year. [added: We will continue to develop and to scale new products in order to drive onsite revenue.] |
| • | Fans. During [removed: 2016,] [added: 2017,] we connected over [removed: 550] [added: 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 [removed: 2016,] [added: 2017,] we promoted shows or tours for over [removed: 3,200] [added: 4,000] artists globally. In addition, through our artist management companies, we manage more than 500 artists. |
| • | 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 [removed: 34] [added: 36] countries worldwide. In addition, we own, operate, have exclusive booking rights for, or have an equity interest [removed: in 196] [added: in, 222] venues located across [removed: 11] [added: 12] countries as of the end of [removed: 2016,] [added: 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 [removed: 85] [added: 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 [removed: 31] [added: 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 [removed: 300] [added: 400] people that worked with [removed: approximately] [added: over] 900 sponsors during [removed: 2016,] [added: 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, O2, [removed: Anheuser-Busch, Pepsi] [added: Pepsi, Cisco] and [removed: AT&T] [added: Hilton] (each of these brands is a registered trademark of the sponsor). |
| • | Employees. At December 31, [removed: 2016,] [added: 2017,] we employed approximately [removed: 8,300] [added: 8,800] full-time employees. |
We were incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel [added: Communications, Inc.] of substantially all of its entertainment assets and liabilities to us.
[removed: We completed this separation on] December 21, 2005, and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.”
On January 25, 2010, we merged with Ticketmaster [added: Entertainment LLC] and it became a wholly-owned subsidiary of Live Nation.
We operate in these main industries within the live entertainment business: live music [removed: events and] [added: events,] associated venue [removed: operations,] [added: operations and the provision of management and other services to artists,] sponsorship and advertising [removed: sales, ticketing services] [added: sales] and [removed: artist management.][added: ticketing services.]
Ticketing resale services [added: generally] refers to the sale of tickets by [removed: the] [added: a] holder who originally [removed: purchased] [added: obtained] the tickets from a [removed: venue, promoter] [added: venue] or other entity, or a ticketing services provider selling on behalf of a [removed: venue, promoter] [added: venue] or other entity.
Generally, the ticket [removed: reseller] [added: resale company] is paid a service charge when the ticket is resold and the negotiated ticket value is paid to the holder.
Our reportable segments are Concerts, Sponsorship & [removed: Advertising, Ticketing] [added: Advertising] and [removed: Artist Nation.][added: Ticketing.]
Our Concerts segment principally involves the global promotion of live music events in our owned or operated venues and in rented third-party venues, the operation and management of music venues, the production of music festivals across the [removed: world and] [added: world,] the creation of associated [removed: content.][added: content and the provision of management and other services to artists.]
During [removed: 2016,] [added: 2017,] our Concerts business generated [removed: $5.9] [added: $7.9] billion, or [removed: 70.3%,] [added: 76.3%,] of our total revenue.
We also earn revenue from the sale of concessions, camping fees, festival sponsorships and [removed: ticket rebates or] service charges earned on tickets sold.
We also develop, book and produce custom events or programs for our clients’ specific brands which are typically [removed: experienced] [added: presented] exclusively [removed: by] [added: to] the clients’ consumers.
During [removed: 2016,] [added: 2017,] our Sponsorship & Advertising business generated [removed: $378] [added: $445] million, or [removed: 4.5%,] [added: 4.3%,] of our total revenue.
Our local and venue-focused sponsorships include venue signage, promotional programs, onsite activation, hospitality and tickets, and are derived from a variety of [added: client] companies across various industry categories.
Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of [removed: our] [added: its] clients and retains a fee, or [removed: “service charge,”] [added: service charge,] for these services.
During the year ended December 31, [removed: 2016,] [added: 2017,] we sold [removed: 65%, 27%, 6%] [added: 60%, 33%, 5%] and 2% of primary tickets through these channels, respectively.
During [removed: 2016,] [added: 2017,] our Ticketing business generated [removed: $1.8] [added: $2.1] billion, or [removed: 21.9%,] [added: 20.7%,] of our total revenue, which excludes the face value of tickets sold.
Through all of our ticketing services, we sold [removed: 186] [added: 206] million tickets in [removed: 2016] [added: 2017] on which we were paid fees for our services.
In addition, approximately [removed: 298] [added: 292] million tickets in total were sold using our Ticketmaster systems, [removed: primarily] [added: including] through season seat [removed: packages and] [added: packages,] our venue clients’ box offices, [removed: for] [added: and other channels through] which we do not receive a fee.
Pursuant to these agreements, clients generally determine and then tell us what tickets will be available for sale, when such tickets will go on sale to the public and what the ticket price will [removed: be.][added: be, sometimes with our guidance and recommendations.]
[removed: Agreements with venue clients generally grant us the right to sell tickets for] all events presented at the relevant venue for which tickets are made available to the general public.
Agreements with promoter clients [added: internationally] generally grant us the right to sell tickets for all events presented by a given promoter at any venue, unless that venue is already covered by an existing exclusive agreement with our ticketing business or another ticketing service provider.
Where we have exclusive [added: venue] contracts, clients may not utilize, authorize or promote the services of third-party ticketing companies or technologies while under contract with us.
While we generally have the right to sell a substantial portion of our clients’ tickets, venue and promoter clients often sell and distribute [added: a portion of their tickets in-house through their] box office [removed: sales] and season [removed: tickets in-house.][added: ticket programs.]
As a [removed: result,] [added: result of these, and sometimes other, channels through which tickets are sometimes distributed, with our permission, outside of our ticketing system even at venues where] we [added: are the primary ticketing service provider, we] do not [added: always] sell all of our clients’ tickets and the amount of tickets that we sell varies from client to client and from event to event, and varies as to any given client from year to year.
We currently offer ticket resale services, sometimes referred to as secondary ticketing, [removed: primarily] [added: principally] through our integrated inventory platform, league/team platforms and other platforms internationally.
We completed this separation on
We promoted more than 29,500 live music events in 2017, including artists such as U2, Coldplay, Guns N’ Roses, Metallica, Bruno Mars and Depeche Mode and through festivals such as Austin City Limits, Lollapolooza, Electric Daisy Carnival, BottleRock, Rock Werchter and Reading.
Agreements with venue clients in North America and Australia generally grant us the right to sell tickets for
companies and various casinos and venues in North America, Europe, Asia, and Australia.
From time to time, federal, state, local and international authorities and/or consumers commence investigations, inquiries or litigation with respect to our compliance with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws, particularly as related to primary ticketing and ticket resale services.
been no significant work stoppages in the past three years.
| Joe Berchtold | | 53 | | President |
| | |
| --- | --- |
| • | Grow Secondary Ticket Volume. We will grow the volume of secondary tickets sold through a trusted environment for fan ticket exchanges. Globally, we will expand the availability of secondary tickets, allowing our fans to have a dependable, secure destination for secondary ticket acquisition for all events. |
In addition, online channels offering live streaming and music-related content provide opportunities for advertisers to connect their brands directly with fans and artists.
The ticketing company does not set ticket prices or seating charts for events as this information is given to it by the venue and/or promoter in charge of the event.
We promoted nearly 26,300 live music events in 2016, including artists such as Beyoncé, Coldplay, Guns N’ Roses, Bruce Springsteen & the E Street Band, Drake and Adele and through festivals such as Austin City Limits,
Lollapolooza, Electric Daisy Carnival, V Festival, Rock Werchter and Reading.
We drive increased advertising scale to further monetize our concerts platform through rich media offerings including advertising associated with live streaming and music-related content.
We also generally allow clients to make a certain limited number of tickets available for sale through fan clubs, or other similar arrangements, from which we generally derive no revenue unless selected by the club to facilitate the sales.
Artist Nation.
Our Artist Nation segment primarily provides management services to music artists and other clients in exchange for a commission on the earnings of these artists.
Our Artist Nation segment also creates and sells merchandise for music artists.
During 2016, our Artist Nation business generated $422 million, or 5.0%, of our total revenue.
Revenue earned from our Artist Nation segment is impacted to a large degree by the touring schedules of the artists we represent and generally we experience higher revenue during the second and third quarters as the period from May through October tends to be a popular time for touring events.
to these venues independently from an entertainment event and generates a significant amount of repeat business from local customers.
In the artist management business, we compete with other artist managers both at larger talent representation companies, such as Red Light Management, as well as smaller artist management companies and individuals.
Our trademarks include, among others, the marks “Live Nation,” “Ticketmaster,” “House of Blues” and “The Fillmore,” and their corresponding logos.
| Joe Berchtold | | 52 | | Chief Operating Officer |
| Mark Campana | | 59 | | Co-President–North America Concerts |
| David Zedeck | | 52 | | President–Global Talent and Artist Development |
Mr. Campana has worked for us or our predecessors since 1980.
David Zedeck is President of Global Talent and Artist Development for our Concerts group and has served in this capacity since joining us in July 2013.
Prior to that, Mr. Zedeck was a music agent, most recently spending eight years at Creative Artists Agency.
An excerpt. Shown here: 40 of 95 rewritten, all 7 added and all 23 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2017 filing and the FY2016 filing.
Item 3. LEGAL PROCEEDINGS
0 rewritten, 2 added, 1 removed, 1 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
Information regarding our legal proceedings can be found in Part II—Financial Information—Item 8.
Financial Statements and Supplementary Data—Note 6—Commitments and Contingent Liabilities.
None.
Cover and table of contents
23 rewritten, 5 added, 4 removed, 96 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
For the fiscal year ended December 31, [removed: 2016,][added: 2017,]
On June 30, [removed: 2016,] [added: 2017,] the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the Common Stock beneficially held by non-affiliates of the registrant was approximately [removed: $3.1] [added: $4.7] billion.
On February [removed: 16, 2017,] [added: 20, 2018,] there were [removed: 204,764,010] [added: 208,168,826] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 948,686] [added: 1,479,947] shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.
Portions of our Definitive Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.
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| ITEM 9B. | [OTHER [removed: INFORMATION](#s9066D7EDEDD46B5666B776811B1BAABC)] [added: INFORMATION](#s5B8B202476BD874289ADB4D2B87B2952)] | [removed: [92](#s9066D7EDEDD46B5666B776811B1BAABC)] [added: [91](#s5B8B202476BD874289ADB4D2B87B2952)] |
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| ITEM 11. | [EXECUTIVE [removed: COMPENSATION](#s736E64BC57F4A06976B676812106A9F0)] [added: COMPENSATION](#sDDDF1995B66E6E87BE68B4D2B90108A0)] | [removed: [92](#s736E64BC57F4A06976B676812106A9F0)] [added: [91](#sDDDF1995B66E6E87BE68B4D2B90108A0)] |
| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#s36FF257A31F2CB5006CE768122FCC63A)] [added: MATTERS](#s2E0ED0A9EDFF20BB1768B4D2B923F249)] | [removed: [92](#s36FF257A31F2CB5006CE768122FCC63A)] [added: [91](#s2E0ED0A9EDFF20BB1768B4D2B923F249)] |
| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#s0FC3C1DCADE506DCF16F768124F3C69D)] [added: INDEPENDENCE](#sE688ADD52D91DB8D7722B4D2B9543EF9)] | [removed: [92](#s0FC3C1DCADE506DCF16F768124F3C69D)] [added: [91](#sE688ADD52D91DB8D7722B4D2B9543EF9)] |
| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#s5CC51129A8B07E688B59768126E910B5)] [added: SERVICES](#s36755EA65356DAA7C00CB4D2B9752DA2)] | [removed: [92](#s5CC51129A8B07E688B59768126E910B5)] [added: [91](#s36755EA65356DAA7C00CB4D2B9752DA2)] |
| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#s368C43113F8D67181EFB768128E68A97)] [added: SCHEDULES](#sCBCAFE95E185562562D4B4D2B9A7A756)] | [removed: [93](#s368C43113F8D67181EFB768128E68A97)] [added: [92](#sCBCAFE95E185562562D4B4D2B9A7A756)] |
10-K 1 lyv-20171231x10k.htm 10-K
| | | | | Emerging growth company | ¨ |
| 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. | | | | | ¨ |
| ITEM 16. | [FORM 10-K SUMMARY](#s14e97905adbb41d193c5be8f35e9a892) | [92](#s14e97905adbb41d193c5be8f35e9a892) |
| Ticketmaster | The ticketing business of the Company |
10-K 1 lyv-20161231x10k.htm 10-K
| | | |
| Clear Channel | Clear Channel Communications, Inc. |
| Ticketmaster | For periods prior to May 6, 2010, Ticketmaster means Ticketmaster Entertainment LLC and its predecessor companies (including without limitation Ticketmaster Entertainment, Inc.); for periods on and after May 6, 2010, Ticketmaster means the ticketing business of the Company |
Item 2. PROPERTIES
1 rewritten, 0 added, 0 removed, 6 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
As of December 31, [removed: 2016,] [added: 2017,] we own, operate or lease [removed: 98] [added: 115] entertainment venues and [removed: 136] [added: 140] other facilities, including office leases, throughout North America and [removed: 33] [added: 35] entertainment venues and [removed: 107] [added: 118] other facilities internationally.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
2 rewritten, 5 added, 5 removed, 18 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
There were [removed: 3,817] [added: 3,608] stockholders of record as of February [removed: 16, 2017.][added: 20, 2018.]
From inception and through December 31, [removed: 2016,] [added: 2017,] we have not declared or paid any dividends.
| 2017 | | | | | | | | |
| First Quarter | | $ | 30.79 | | | $ | 26.86 | |
| Second Quarter | | $ | 36.44 | | | $ | 30.48 | |
| Third Quarter | | $ | 43.86 | | | $ | 33.84 | |
| Fourth Quarter | | $ | 46.99 | | | $ | 40.77 | |
| 2015 | | | | | | | | |
| First Quarter | | $ | 26.79 | | | $ | 23.53 | |
| Second Quarter | | $ | 29.21 | | | $ | 24.98 | |
| Third Quarter | | $ | 27.91 | | | $ | 22.64 | |
| Fourth Quarter | | $ | 29.68 | | | $ | 23.46 | |
Item 6. SELECTED FINANCIAL DATA
10 rewritten, 2 added, 7 removed, 19 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |
| Revenue | $ | [removed: 8,354,934] [added: 10,337,448] | | | $ | [removed: 7,245,731] [added: 8,354,934] | | | $ | [removed: 6,866,964] [added: 7,245,731] | | | $ | [removed: 6,478,547] [added: 6,866,964] | | | $ | [removed: 5,819,047] [added: 6,478,547] | |
| Operating income [removed: (loss)] (2) | $ | [removed: 194,940] [added: 91,397] | | | [removed: 131,372] [added: $] | [added: 194,940] | | | $ | [removed: 7,164] [added: 131,372] | | | $ | [removed: 139,660] [added: 7,164] | | | $ | [removed: (21,639] [added: 139,660] | [removed: )] |
| Income (loss) before income taxes (2) | $ | [removed: 48,326] [added: (9,380] | [added: )] | | $ | [removed: 6,353] [added: 48,326] | | | $ | [removed: (99,820] [added: 6,353] | [removed: )] | | $ | [removed: (5,137] [added: (99,820] | ) | | $ | [removed: (132,161] [added: (5,137] | ) |
| Net income (loss) attributable to common stockholders of Live Nation (3) | $ | [removed: 2,942] [added: (6,015] | [added: )] | | $ | [removed: (32,508] [added: 2,942] | [removed: )] | | $ | [removed: (90,807] [added: (32,508] | ) | | $ | [removed: (43,378] [added: (90,807] | ) | | $ | [removed: (163,227] [added: (43,378] | ) |
| Basic and diluted net loss per common share available to common stockholders of Live Nation (4) | $ | [removed: (0.23] [added: (0.48] | ) | | $ | [removed: (0.33] [added: (0.23] | ) | | $ | [removed: (0.49] [added: (0.33] | ) | | $ | [removed: (0.23] [added: (0.49] | ) | | $ | [removed: (0.88] [added: (0.23] | ) |
| | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |
| Total assets | $ | [removed: 6,764,266] [added: 7,504,263] | | | $ | [removed: 6,156,241] [added: 6,764,266] | | | $ | [removed: 5,968,361] [added: 6,156,241] | | | $ | [removed: 5,668,360] [added: 5,968,361] | | | $ | [removed: 5,274,474] [added: 5,668,360] | |
| Long-term debt, net (including current maturities) | $ | [removed: 2,313,053] [added: 2,299,959] | | | $ | [removed: 2,045,014] [added: 2,313,053] | | | $ | [removed: 2,043,400] [added: 2,045,014] | | | $ | [removed: 1,793,726] [added: 2,043,400] | | | $ | [removed: 1,723,673] [added: 1,793,726] | |
| (4) | The year ended December 31, [added: 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. |
| (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. |
| | |
| --- | --- |
| | |
| --- | --- |
| (2) | The year ended December 31, 2014 includes $135.0 million of goodwill impairments recorded in conjunction with our annual impairment tests. |
| --- | --- |
| (3) | The year ended December 31, 2014 includes $97.4 million of goodwill impairments, net of the noncontrolling interests share of the impairments, recorded in conjunction with our annual impairment tests. |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
518 rewritten, 252 added, 224 removed, 656 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. [added: (the Company)] as of December 31, [removed: 2016 and 2015,] [added: 2017] and [added: 2016,] the related consolidated statements of operations, comprehensive loss, changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2016.][added: 2017, and the related notes and financial statement schedule listed in the index at Item 15(a)2 (collectively referred to as the “consolidated financial statements”).]
These financial statements [removed: and schedule] are the responsibility of the Company's management.
Our responsibility is to express an opinion on [removed: these] [added: the Company’s] financial statements [removed: and schedule] based on our audits.
We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material [removed: misstatement.][added: misstatement, whether due to error or fraud.]
[removed: An audit includes] [added: Such procedures included] examining, on a test basis, evidence [removed: supporting] [added: regarding] the amounts and disclosures in the financial statements.
[removed: An audit] [added: Our audits] also [removed: includes assessing] [added: included evaluating] the accounting principles used and significant estimates made by management, as well as evaluating the overall [added: presentation of the] financial [removed: statement presentation.][added: statements.]
In our opinion, the [added: consolidated] financial statements [removed: referred to above] present fairly, in all material respects, the [removed: consolidated] financial position of [removed: Live Nation Entertainment, Inc.] [added: the Company] at December 31, [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] and the [removed: consolidated] results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2016,] [added: 2017,] in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States), Live Nation Entertainment, Inc.’s] [added: States) (PCAOB), the Company's] internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 [removed: framework)] [added: framework),] and our report dated February [removed: 23, 2017] [added: 27, 2018] expressed an unqualified opinion thereon.
[removed: February 23,] [added: |] 2017 [added: | | | | | | | | | | | |]
| | [added: | 2017 | | | |] 2016 | | | | 2015 | | |
| Cash and cash equivalents [removed: | $] [added: at beginning of period] | 1,526,591 | | | [removed: $] | 1,303,125 | | [added: | | 1,382,029 | | |]
| Accounts receivable, less allowance of [removed: $29,634] [added: $32,755] and [removed: $17,168] [added: $29,634] in [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively | [removed: 568,936] [added: 725,304] | | | | [removed: 452,600] [added: 568,936] | | |
| Prepaid expenses | [removed: 528,250] [added: 546,713] | | | | [removed: 496,226] [added: 528,250] | | |
| Other current assets | [removed: 49,774] [added: 55,403] | | | | [removed: 36,364] [added: 49,774] | | |
| Total current assets | [removed: 2,673,551] [added: 3,152,742] | | | | [removed: 2,288,315] [added: 2,673,551] | | |
| Land, buildings and improvements | [removed: 838,545] [added: 955,937] | | | | [removed: 840,032] [added: 838,545] | | |
| Computer equipment and capitalized software | [removed: 524,571] [added: 610,924] | | | | [removed: 505,233] [added: 524,571] | | |
| Furniture and other equipment | [removed: 256,765] [added: 312,962] | | | | [removed: 233,271] [added: 256,765] | | |
| Construction in progress | [removed: 125,430] [added: 133,906] | | | | [removed: 47,684] [added: 125,430] | | |
| Less accumulated depreciation | [removed: 993,775] [added: 1,127,793] | | | | [removed: 894,938] [added: 993,775] | | |
| Definite-lived intangible assets, net | [removed: 812,031] [added: 729,265] | | | | [removed: 777,763] [added: 812,031] | | |
| Indefinite-lived intangible assets | [removed: 368,766] [added: 369,023] | | | | [removed: 369,317] [added: 368,766] | | |
| Goodwill | [removed: 1,747,088] [added: 1,754,589] | | | | [removed: 1,604,315] [added: 1,747,088] | | |
| Other long-term assets | [removed: 411,294] [added: 612,708] | | | | [removed: 385,249] [added: 411,294] | | |
| Total assets | $ | [removed: 6,764,266] [added: 7,504,263] | | | $ | [removed: 6,156,241] [added: 6,764,266] | |
| Accounts payable, client accounts | $ | [removed: 726,475] [added: 948,637] | | | $ | [removed: 662,941] [added: 726,475] | |
| Accounts payable | [removed: 55,030] [added: 85,666] | | | | [removed: 58,607] [added: 55,030] | | |
| Accrued expenses | [removed: 781,494] [added: 1,109,246] | | | | [removed: 686,664] [added: 781,494] | | |
| Deferred revenue | [removed: 804,973] [added: 925,220] | | | | [removed: 618,640] [added: 804,973] | | |
| Current portion of long-term debt, net | [removed: 53,317] [added: 347,593] | | | | [removed: 42,352] [added: 53,317] | | |
| Other current liabilities | [removed: 39,055] [added: 160,638] | | | | [removed: 32,002] [added: 39,055] | | |
| Total current liabilities | [removed: 2,460,344] [added: 3,577,000] | | | | [removed: 2,101,206] [added: 2,460,344] | | |
| Long-term debt, net | [removed: 2,259,736] [added: 1,952,366] | | | | [removed: 2,002,662] [added: 2,259,736] | | |
| Long-term deferred income taxes | [removed: 197,811] [added: 137,635] | | | | [removed: 199,472] [added: 197,811] | | |
| Other long-term liabilities | [removed: 149,791] [added: 174,391] | | | | [removed: 142,267] [added: 149,791] | | |
| Redeemable noncontrolling interests | [removed: 347,068] [added: 244,727] | | | | [removed: 263,715] [added: 347,068] | | |
| Common stock, $.01 par value; 450,000,000 shares authorized; [removed: 204,475,849] [added: 208,483,993] and [removed: 202,891,231] [added: 204,475,849] shares issued and [removed: 204,067,825] [added: 208,075,969] and [removed: 202,483,207] [added: 204,067,825] shares outstanding in [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively | [removed: 2,034] [added: 2,069] | | | | [removed: 2,020] [added: 2,034] | | |
| Additional paid-in capital | [removed: 2,381,011] [added: 2,374,006] | | | | [removed: 2,428,566] [added: 2,381,011] | | |
| Accumulated deficit | [removed: (1,073,457] [added: (1,079,472] | | ) | | [removed: (1,075,111] [added: (1,073,457] | | ) |
Opinion on the Financial Statements
Basis for Opinion
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
We have served as the Company’s auditor since 2005.
February 27, 2018
| | 2017 | | | | 2016 | | |
| Cash and cash equivalents | $ | 1,825,322 | | | $ | 1,526,591 | |
| | 2,013,729 | | | | 1,745,311 | | |
| | 885,936 | | | | 751,536 | | |
| 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 | | ) |
| Contributions received | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 10,671 | | | | 10,671 | | | | 1,875 | | |
| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (24,715 | | ) | | (24,715 | | ) | | (28,994 | | ) |
| Other | | — | | | — | | | | (95 | | ) | | — | | | | — | | | | — | | | | 212 | | | | 117 | | | | (1,099 | | ) |
| Net income (loss) | | — | | | — | | | | — | | | | (6,015 | | ) | | — | | | | — | | | | 20,957 | | | | 14,942 | | | | (7,167 | | ) |
| 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 | |
| Unrealized changes in fair value of contingent consideration | 18,011 | | | | (5,715 | | ) | | 8,010 | | |
| Other, net | 67 | | | | (3,587 | | ) | | (11,525 | | ) |
If the reporting unit’s carrying value exceeds its fair value, the excess of the carrying value over the fair value is recorded as an impairment to goodwill.
If a reporting unit’s carrying value is negative, the reporting unit passes the impairment test.
In this case, the Company will disclose the amount of goodwill allocated to that reporting unit and disclose which reportable segment the reporting unit is included in.
For the year ended December 31, 2017, the Company recorded net foreign currency transaction gains of $3.1 million.
Specific for market-based awards, the fair value is estimated using a Monte Carlo simulation model and is then amortized to expense on a graded basis over the derived service period, which is estimated as the median weighted average vesting period from the Monte Carlo simulation model.
However, unlike awards with a service or performance condition, the expense for market-based awards will not be reversed solely because the market condition is not satisfied.
The guidance for this specific technical correction should be applied prospectively.
The Company adopted this guidance effective October 1, 2017.
Accounting Pronouncements - Not Yet Adopted
Revenue Recognition
These personnel reviewed the amended guidance and subsequent clarifications, conducted surveys of divisional finance managers to obtain a detailed understanding of contracts with customers within each division, and reviewed a sample of contracts judgmentally selected based on the size and complexity of all major revenue streams.
The Company has completed its review and analysis, including the estimated impact of the new guidance.
For the Ticketing segment, representing approximately 21% of 2017 consolidated revenue, the Company has concluded that it will no longer present certain payments to ticketing clients as an expense and will begin reflecting these payments as a reduction of revenue.
Previously, the Company recognized royalties paid to ticketing clients as direct operating expenses and nonrecoupable ticketing contract advances as depreciation and amortization.
Under the new guidance, the Company will now recognize royalties and ticketing contract advances paid to ticketing clients as a reduction to revenue.
Consolidated revenue for 2017 will be reduced by $650.2 million, or approximately 6%, and the Ticketing segment revenue will be reduced by $797.3 million, or approximately 37%.
There will be no impact overall to operating income.
The timing of revenue recognition will not change for the Ticketing segment.
The remaining revenue streams of the Company will not be impacted by the new guidance.
Our audits also included the financial statement schedule listed in the index at Item 15(a)2.
Also in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.
| | 1,745,311 | | | | 1,626,220 | | |
| | 751,536 | | | | 731,282 | | |
| Goodwill impairment | | — | | | | — | | | | 134,961 | | |
| Balances at December 31, 2013 | | 197,764,109 | | | $ | 1,978 | | | $ | 2,368,281 | | | $ | (951,796 | ) | | $ | (6,865 | ) | | $ | (2,370 | ) | | $ | 180,578 | | | $ | 1,589,806 | | | $ | 61,041 | |
| Exercise of stock options | | 1,769,194 | | | 17 | | | | 21,780 | | | | — | | | | — | | | | — | | | | — | | | | 21,797 | | | | — | | |
| Fair value of convertible debt conversion feature, net of issuance costs | | — | | | — | | | | 21,444 | | | | — | | | | — | | | | — | | | | — | | | | 21,444 | | | | — | | |
| Acquisitions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 37,484 | | | | 37,484 | | | | 108,104 | | |
| Purchases of noncontrolling interests | | — | | | — | | | | (3,796 | | ) | | — | | | | — | | | | — | | | | 310 | | | | (3,486 | | ) | | (5,017 | | ) |
| Sales of noncontrolling interests | | — | | | — | | | | (11,748 | | ) | | — | | | | — | | | | — | | | | (159 | | ) | | (11,907 | | ) | | 19,246 | | |
| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (30,520 | | ) | | (30,520 | | ) | | (1,993 | | ) |
| Net income (loss) | | — | | | — | | | | — | | | | (90,807 | | ) | | — | | | | — | | | | 4,543 | | | | (86,264 | | ) | | (18,186 | | ) |
| Other | | — | | | — | | | | — | | | | — | | | | — | | | | 248 | | | | — | | | | 248 | | | | — | | |
| | | | | | (as adjusted) | | | | | | |
| Goodwill impairment | — | | | | — | | | | 134,961 | | |
| Gain on consolidation of nonconsolidated affiliates | (501 | | ) | | (8,685 | | ) | | (16,356 | | ) |
| Other, net | (8,801 | | ) | | 5,170 | | | | (11,313 | | ) |
| Cash and cash equivalents at beginning of period | 1,303,125 | | | | 1,382,029 | | | | 1,299,184 | | |
The Artist Nation segment’s revenue is impacted, to a large degree, by the touring schedules of artists it represents and generally experiences higher revenue during the second and third quarters as the period from May through October tends to be a popular time for touring events.
Property, Plant and Equipment
conclusion cannot be determined qualitatively, a second step is performed for that reporting unit.
If a reporting unit’s carrying value is negative, the Company does not follow this three-step process.
In this case, a qualitative evaluation is performed to determine whether it is more likely than not that the reporting unit’s goodwill is impaired.
If it is, the comparison of the implied fair value of the reporting unit’s goodwill with the carrying amount of goodwill described above is performed.
The second and third steps that the Company uses to evaluate goodwill for impairment involve the determination of the fair value of the Company’s reporting units.
The amount of earnings at December 31, 2016 that has been earned over time, and permanently reinvested, was approximately $1.4 billion.
For those benefits to be
Reclassifications
In connection with the modified retrospective application of new accounting guidance for employee share-based payment transactions as discussed below, for the years ended December 31, 2015 and 2014, the Company has reclassified $7.7 million and $14.9 million, respectively, of payments for employee taxes, where shares were withheld upon the vesting or exercise of equity awards in order to satisfy the withholding obligation, from operating activities to financing activities within the consolidated statements of cash flows.
Recently Adopted Pronouncements
In April 2015, the FASB amended its guidance on internal-use software providing clarification to customers about whether a cloud computing arrangement includes a software license.
If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses.
If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract.
In March 2016, the FASB issued guidance that simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies, as well as classification in the statement of cash flows.
The Company adopted this guidance effective January 1, 2016 using a modified retrospective transition method with a cumulative-effect adjustment to retained earnings for the changes to the accounting for forfeitures and excess tax benefits or deficiencies.
Upon adoption of this guidance, the Company no longer estimates forfeitures in advance and now recognizes forfeitures as they occur and has reflected a cumulative effect adjustment to accumulated deficit in the consolidated balance sheets of $1.3 million.
Recently Issued Pronouncements
Surveys were sent to and completed by divisional finance managers in order to obtain a more detailed understanding of the contracts within each division and follow-up meetings with these divisions were then conducted.
Based on the results of these surveys and meetings, the Company judgmentally selected a sample of contracts based on size and complexity and ensuring all major revenue streams were represented.
An excerpt. Shown here: 40 of 518 rewritten, 40 of 252 added and 40 of 224 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2017 filing and the FY2016 filing.
Item 9A. CONTROLS AND PROCEDURES
8 rewritten, 6 added, 1 removed, 22 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
Based on their evaluation as of December 31, [removed: 2016,] [added: 2017,] our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2016.][added: 2017.]
We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on criteria established in Internal [removed: Control-Integrated] [added: Control-lntegrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
[removed: Live Nation Entertainment Inc.’s] [added: The Company’s] management is responsible for maintaining effective internal control over financial [removed: reporting,] [added: reporting] and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.
We conducted our audit in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]
In our opinion, Live Nation Entertainment, Inc. [added: (the Company)] maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2016,] [added: 2017,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United [removed: States), the consolidated balance sheets of Live Nation Entertainment, Inc. as of December 31, 2016 and 2015, and] [added: States) (PCAOB),] the [removed: related] [added: 2017] consolidated [added: financial] statements of [removed: operations, comprehensive loss, changes in equity, and cash flows for each of] the [removed: three years in the period ended December 31, 2016] [added: Company,] and our report dated February [removed: 23, 2017] [added: 27, 2018] expressed an unqualified opinion thereon.
/s/ Ernst & Young [removed: LLP]
Opinion on Internal Control over Financial Reporting
Basis for Opinion
We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
Definition and Limitations of Internal Control Over Financial Reporting
February 27, 2018
February 23, 2017
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
9 rewritten, 0 added, 178 removed, 19 unchanged
Read the full itemFY2017 item · filed February 27, 2018FY2016 item · filed February 23, 2017
| [Consolidated Balance Sheets as of December 31, [removed: 2016] [added: 2017] and [removed: 2015](#sD4D2A680C86E004987B5767FE866E7AC)] [added: 2016](#sD14655379F1EE6770B26B4D29350193F)] | [removed: [50](#sD4D2A680C86E004987B5767FE866E7AC)] [added: [50](#sD14655379F1EE6770B26B4D29350193F)] |
| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#s7C3962FECDB30068C761767FE8BFE34F)] [added: 2015](#s0F0B3410C0A85CE43CE9B4D2939C5400)] | [removed: [51](#s7C3962FECDB30068C761767FE8BFE34F)] [added: [51](#s0F0B3410C0A85CE43CE9B4D2939C5400)] |
| [Consolidated Statements of Comprehensive [removed: Loss] [added: Income (Loss)] for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#s7A545F2B31EBAE78E1A2767FE9010ED7)] [added: 2015](#s55390E31BA3F3D801AEDB4D293D2B1C5)] | [removed: [52](#s7A545F2B31EBAE78E1A2767FE9010ED7)] [added: [52](#s55390E31BA3F3D801AEDB4D293D2B1C5)] |
| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#sF1C2356B0DA7ECFF0BE1767FE910A19F)] [added: 2015](#s3CF5378BBF953BA0708AB4D293DF38F4)] | [removed: [53](#sF1C2356B0DA7ECFF0BE1767FE910A19F)] [added: [53](#s3CF5378BBF953BA0708AB4D293DF38F4)] |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014](#s0501FD6394934CA1C74D767FE9A76C1E)] [added: 2015](#s7F7BC5F6B62D729A49C2B4D29467E834)] | [removed: [54](#s0501FD6394934CA1C74D767FE9A76C1E)] [added: [54](#s7F7BC5F6B62D729A49C2B4D29467E834)] |
| [Notes to Consolidated Financial [removed: Statements](#sFD5C176039E655CB5C747680F155AFAF)] [added: Statements](#s5493B3B9024EE4049206B4D2B551F041)] | [removed: [55](#sFD5C176039E655CB5C747680F155AFAF)] [added: [55](#s5493B3B9024EE4049206B4D2B551F041)] |
The following financial statement schedule for the years ended December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] is filed as part of this report and should be read in conjunction with the consolidated financial statements.
Under Rule 3-09 of Regulation S-X, we are required to file separate audited financial statements of Venta de Boletos por Computadora S.A. de C.V., for the years ended December 31, [removed: 2016] [added: 2017] and [removed: 2015.][added: 2016.]
We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, [removed: 2017.][added: 2018.]
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LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
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| 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, 2014 | | $ | 19,850 | | | $ | 3,684 | | | $ | (4,763 | ) | | $ | (1,282 | ) | (1) | $ | 17,489 | |
| | | | | | | | | | | | | | | | | | | | | |
| 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 | |
_________________
(1) Foreign currency adjustments and acquisitions.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Deferred Tax Asset Valuation Allowance
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| 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, 2014 | | | $ | 580,594 | | | $ | (6,168 | ) | | $ | — | | | $ | 18,879 | | | $ | 593,305 | |
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| Year ended December 31, 2015 | | | $ | 593,305 | | | $ | 7,116 | | | $ | — | | | $ | 57,683 | | | $ | 658,104 | |
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| Year ended December 31, 2016 | | | $ | 658,104 | | | $ | 11,820 | | | $ | — | | | $ | 11,642 | | | $ | 681,566 | |
________________________
(1) During 2016, 2015 and 2014, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.
EXHIBIT INDEX
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An excerpt. Shown here: all 9 rewritten, all 0 added and 40 of 178 removed. The counts are complete. For every sentence, read Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES in the FY2017 filing and the FY2016 filing.
Item 16. FORM 10-K SUMMARY
0 rewritten, 175 added, 0 removed, 0 unchanged
New section this year
Read the full itemFY2017 item · filed February 27, 2018
Not applicable.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Allowance for Doubtful Accounts
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| 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 | |
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| Year ended December 31, 2016 | | $ | 17,168 | | | $ | 16,699 | | | $ | (3,927 | ) | | $ | (306 | ) | (1) | $ | 29,634 | |
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| Year ended December 31, 2017 | | $ | 29,634 | | | $ | 16,664 | | | $ | (14,846 | ) | | $ | 1,303 | | (1) | $ | 32,755 | |
_________________
(1) Foreign currency adjustments and acquisitions.
LIVE NATION ENTERTAINMENT, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Deferred Tax Asset Valuation Allowance
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| 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 | |
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| Year ended December 31, 2016 | | $ | 658,104 | | | $ | 11,820 | | | $ | — | | | $ | 11,642 | | | $ | 681,566 | |
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| Year ended December 31, 2017 | | $ | 681,566 | | | $ | 18,067 | | | $ | — | | | $ | (103,196 | ) | | $ | 596,437 | |
________________________
(1) During 2017, 2016 and 2015, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.
The 2017 valuation allowance was also reduced due to the reduction in the federal income tax rate to 21%.
This reduced the previously fully valued United States deferred tax asset.
EXHIBIT INDEX
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| | | Incorporated by Reference | | | | | |
An excerpt. Shown here: all 0 rewritten, 40 of 175 added and all 0 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2017 filing.