Live Nation Entertainment (LYV) 10-K risk factor changes: FY2018 vs FY2017
The 2018-12-31 10-K against the 2017-12-31 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 rewritten20 added14 removed448 unchanged
All filing items912 rewritten540 added420 removed2,170 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, 540 added, 420 removed, 912 rewritten and 2,170 unchanged across 11 items that differ.
Sentences by item
21 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. RISK FACTORS | 20 | 14 | 49 | 448 |
| Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 116 | 161 | 219 | 369 |
| Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 0 | 0 | 0 | 1 |
| Item 1. BUSINESS | 13 | 15 | 90 | 283 |
| Item 3. LEGAL PROCEEDINGS | 0 | 0 | 0 | 3 |
| Cover and table of contents | 5 | 3 | 31 | 88 |
| Item 1B. UNRESOLVED STAFF COMMENTS | 0 | 0 | 0 | 1 |
| Item 2. PROPERTIES | 0 | 0 | 3 | 4 |
| Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES | 4 | 15 | 2 | 7 |
| Item 6. SELECTED FINANCIAL DATA | 5 | 1 | 13 | 16 |
| Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 357 | 199 | 442 | 766 |
| Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 0 | 0 | 0 | 1 |
| Item 9A. CONTROLS AND PROCEDURES | 1 | 2 | 7 | 27 |
| Item 9B. OTHER INFORMATION | 0 | 0 | 0 | 4 |
| Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE | 0 | 0 | 0 | 4 |
| Item 11. EXECUTIVE COMPENSATION | 0 | 0 | 0 | 3 |
| Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 0 | 0 | 0 | 3 |
| Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 0 | 0 | 0 | 3 |
| Item 14. PRINCIPAL ACCOUNTING FEES AND SERVICES | 0 | 0 | 0 | 2 |
| Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES | 0 | 0 | 9 | 19 |
| Item 16. FORM 10-K SUMMARY | 19 | 10 | 47 | 118 |
Underlined words on a shaded ground are new in FY2018; struck-through words were in FY2017. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. RISK FACTORS
49 rewritten, 20 added, 14 removed, 448 unchanged
[removed: 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 [added: booked venues.]
We also face competition in the resale of tickets from [removed: online] auction websites and resale marketplaces and from other ticket resellers with online distribution capabilities.
[removed: This direct competition with our prospective or current primary ticketing clients could result in a] decline in the number of ticketing clients we have and a decline in the volume of our ticketing business, which could adversely affect our business, financial condition and results of operations.
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 [removed: (“FTC”) and] [added: (“FTC”),] the Attorneys General of several individual states, [added: and] various international governing bodies, and statutory.
[removed: 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 [removed: consumer] [added: consumers] utilizing our services.
[removed: We] [added: Due to the nature of our business, we] process, store, [removed: use] [added: use, transfer] and disclose certain personal or sensitive information about our customers and employees.
Penetration of our network or other misappropriation or misuse of personal 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 [removed: and] [added: or] other liabilities.
In addition, security [removed: breaches] [added: breaches, incidents] or the inability to protect [removed: our] information could lead to increased incidents of ticketing fraud and counterfeit tickets.
Security breaches [added: and incidents] could also significantly damage our reputation with consumers, ticketing clients and other third parties, and [removed: impose] [added: could result in] significant costs related to remediation efforts, such as credit or identity theft monitoring.
Although we have developed systems and processes that are designed to protect customer [added: and employee] information and [added: to] prevent [added: security breaches or incidents (which could result in] data loss [removed: and] [added: or] other [removed: security breaches,] [added: harm or loss),] such measures cannot provide absolute security or certainty.
It is possible that advances in computer and hacker capabilities, new variants of malware, the development of new penetration methods and tools, inadvertent violations of company policies or procedures or other developments could result in a compromise of [added: customer or employee] information or a breach of the technology and security processes that are used to protect customer [added: and employee] information.
We have expended significant capital and other resources to protect against and remedy such potential security [removed: breaches] [added: breaches, incidents] and their consequences, including the establishment of a dedicated cybersecurity organization within our larger technology environment, and will continue to do so in the future.
We also face risks associated with security breaches [added: and incidents] affecting third parties with which we are affiliated or with which we otherwise conduct business.
Consumers are generally concerned with [added: the] security and privacy of the internet, and any publicized security problems affecting our businesses and/or [removed: those of] third parties may discourage consumers from doing business with us, which could have an adverse effect on our business, financial condition and results of operations.
In addition to the above concerns related to network and data security, the [removed: sharing,] [added: collection, transfer,] use, [removed: disclosure] [added: disclosure, security] and [removed: protection] [added: retention] of personal or sensitive information and other user data are governed by existing and evolving federal, state and international laws.
However, [removed: we] [added: our business] could be adversely affected if legislation or regulations are expanded to require changes in business practices or [removed: privacy policies, including] [added: policies (including, for example,] practices or policies regarding the collection, transfer, use, disclosure, security, and [removed: disposal] [added: retention] of personal or sensitive [removed: information,] [added: information),] or if governing jurisdictions interpret or implement [removed: their] legislation or regulations in [removed: ways that] [added: a manner which] negatively [removed: affect] [added: affects] our business, financial condition [removed: and] [added: and/or] results of operations.
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 [removed: dispose of] [added: retain] personal or sensitive information.
These changes in data privacy laws may require us to modify our current or future products, services, [removed: or] programs, [added: practices or policies,] which may [added: in turn] impact the products and services available to our customers.
Regulators [added: and government enforcement actions worldwide] are imposing significant fines [added: against companies] 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 [removed: (“E.U.”).][added: (“E.U.”), where the General Data Protection Regulation (“GDPR”) that governs data privacy became effective on May 25, 2018.]
[removed: Non-compliance] [added: Failure to comply] with the GDPR [removed: carries] [added: may result in] significant monetary penalties of up to [removed: the higher of] [added: (a)] 4% of a company’s worldwide total revenue or [added: (b)] €20 [removed: million.][added: million, whichever is the highest.]
We [removed: have] committed significant capital and personnel resources to [removed: ensure] [added: ensure, so far as is possible,] that we are in compliance with the [removed: GDPR by its effective date;] [added: GDPR;] however, there can be no assurances that [removed: we will be successful in these efforts, or that] violations will not occur, particularly given the complexity of [removed: both] the GDPR and [added: related local laws,] our business, [removed: as well as] [added: and] the uncertainties that accompany new, comprehensive legislation.
As we expand our operations into new [removed: jurisdictions worldwide that have data privacy laws,] [added: jurisdictions,] the costs associated with compliance with [removed: these] [added: applicable local data privacy laws and] regulations increases.
Our failure or the failure of the various third-party vendors and service providers with which we [removed: do] [added: are affiliated or otherwise conduct] business to comply with applicable [removed: privacy policies or] federal, state or international laws and regulations [added: and/or to comply with our privacy policies and/or] or any compromise of security that results in the unauthorized [removed: release] [added: collection, transfer, use or disclosure] of personal or sensitive information or other user data [removed: could damage our reputation,] [added: may result in negative publicity resulting in reputation or brand damage, may] discourage potential users from purchasing [removed: tickets,] [added: tickets or] trying our products and services, and [added: may] result in proceedings/fines by governmental agencies [removed: and] [added: and/or] private [removed: actions] [added: litigation] brought by [removed: consumers,] [added: consumers; the realization of] one or all of [removed: which] [added: the foregoing] could adversely affect our business, financial condition and results of operations.
There have [removed: 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.
In addition, given our substantial operations in the United Kingdom (the “U.K.”) and the E.U., we face risks and uncertainties due to the [removed: recent] referendum and approval by voters in the U.K. of an exit from the E.U., commonly referred to as “Brexit.” These risks and uncertainties include potential deterioration in the macroeconomic environment that could lead to less demand for concerts and other live entertainment in the U.K. and the E.U., potential legal and regulatory changes that could, among other things, impact the ease of movement between the U.K. and the E.U. for artists and touring personnel, and exchange rate risks such as the ten percent drop in the U.K. pound sterling against the U.S. dollar that occurred the day after the Brexit referendum, which resulted in higher artist fees in pound sterling terms (see the risk factor captioned “Exchange rates may cause fluctuations in our results of operations that are not related to our operations” below for more discussion of the impact of currency fluctuations on our business).
[removed: While] [added: The form and specific mechanics of Brexit are still in] the [added: process of being determined, and thus the] full parameters and implications of Brexit are currently [removed: unknown,] [added: unknown; however,] these and other factors, if realized, could adversely affect our business, financial condition and results of operations.
Additionally, governmental actions such as the current sanctions by the [removed: U.S.] [added: United States] Department of the Treasury’s Office of Foreign Assets Control and European regulators on certain Russian individuals and 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 business, including a [removed: recent] suit brought by the Canadian Competition Bureau relating to alleged deceptive marketing practices.
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, [added: sporting and leisure events.]
For the year ended December 31, [removed: 2017,] [added: 2018,] our international operations accounted for approximately 34% of our revenue.
[removed: We cannot predict the future relationship between the United] States Dollar and the currencies used by our international businesses, principally the British Pound, Euro, Australian Dollar and Canadian Dollar.
We experienced [added: a] foreign exchange rate operating [removed: income] [added: loss] of [removed: $7.2 million and $2.1] [added: $1.8] million for the [removed: years] [added: year] ended December 31, [removed: 2017 and 2016,] [added: 2018] and foreign exchange rate operating [removed: losses] [added: income] of [removed: $24.5] [added: $7.2] million [added: and $2.1 million] for the [removed: year] [added: years] ended December 31, [removed: 2015,] [added: 2017 and 2016, respectively,] which impacted our operating income.
For example, the FTC and the Antitrust Division of the United States Department of Justice with respect to our domestic acquisitions, and the European Commission (the antitrust regulator of the [removed: European Union)] [added: E.U.)] and the United Kingdom Competition Commission with respect to our European acquisitions, have the authority to challenge our acquisitions on antitrust grounds before or after the acquisitions are completed.
[removed: If the cost of renewing these agreements is too high or the terms of] any new agreement with a new venue are unacceptable or incompatible with our existing operations, we may decide to forego these opportunities.
In addition, the timing of tours of top grossing acts can impact [added: comparability of quarterly results year over year and potentially annual results.]
We [removed: also] have been granted patents and/or have patent applications pending with the United States Patent and Trademark Office and/or various foreign patent authorities for various proprietary technologies and other inventions.
However, heightened concerns and challenges regarding property, casualty, liability, business interruption and other insurance coverage have resulted from terrorist and related security incidents along with varying weather-related [removed: conditions and incidents.]
[removed: As] [added: Any such events that are of] a [added: massive scale causing significant losses to insurance providers could negatively impact the insurance marketplace, and as a] result, we may experience increased difficulty obtaining [added: sufficiently] high policy limits of coverage at a [removed: reasonable cost,] [added: cost we believe to be reasonable,] including coverage for acts of terrorism, cyber attacks, weather-related damage and [added: disruptions and] other perils associated with our operations.
We also have a significant investment in [removed: technology] [added: technology,] including our ticketing systems.
Therefore,
This direct competition with our prospective or current primary ticketing clients could result in a
Failure to do so may result in
The techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems may change frequently and as a result, may be difficult for our business to detect for long periods of time.
In addition, despite our best efforts, we may be unable to anticipate these techniques or implement adequate preventative measures.
In particular, hardware, software or applications we develop or procure from third parties may contain defects in design or manufacture and/or may pose a security risk that could unexpectedly compromise information security.
For example, in the second quarter of 2018, we became aware that a third-party customer support product, used in certain jurisdictions outside the U.S., was infected with a malicious code that may have allowed an unauthorized party to skim customers’ personal or payment information from their browsers.
While we acted promptly to disable the infected third-party product, we continue to review our systems and interface with regulatory authorities as a result of this incident.
The GDPR imposed a minimum set of rules in relation to the processing of E.U. residents’ personal information, which
each E.U. Member State is required to transpose into national law (in the United Kingdom, for example, the GDPR was given direct effect via the Data Protection Act of 2018).
The GDPR therefore did not result in a harmonized system of data privacy laws in the E.U.; national law variations may apply.
We cannot predict the future relationship between the United
If the cost of renewing these agreements is too high or the terms of
| March 31, 2018 | | $ | (6,030 | ) |
| June 30, 2018 | | $ | 134,725 | |
| September 30, 2018 | | $ | 234,219 | |
| December 31, 2018 | | $ | (90,378 | ) |
conditions and incidents.
our ability to access capital should the need arise.
Any sales in the
booked venues.
The E.U. adopted a new law governing data privacy called the General Data Protection Regulation (“GDPR”) that will become effective in May 2018.
The GDPR creates new requirements regarding personal information.
sporting and leisure events.
comparability of quarterly results year over year and potentially annual results.
| | | | | |
| March 31, 2016 | | $ | (33,290 | ) |
| June 30, 2016 | | $ | 74,159 | |
| September 30, 2016 | | $ | 191,286 | |
| December 31, 2016 | | $ | (37,215 | ) |
Damage and/or disruption to operational, geographical and situational factors, among others, may result in significant increases in insurance premium costs and difficulties obtaining sufficiently high policy limits with premiums and deductibles that we believe to be reasonable.
In addition, we enter into various agreements with artists from time to time, including long-term artist rights arrangements.
The profitability of those arrangements depends upon those artists’ willingness and ability to continue performing, and we may not be able to obtain sufficient insurance coverage at a reasonable cost to adequately protect us against the death, disability or other failure of such artists to continue engaging in revenue-generating activities under those agreements.
event and could negatively impact the attendance at the event, as well as concession and merchandise sales.
An excerpt. Shown here: 40 of 49 rewritten, all 20 added and all 14 removed. The counts are complete. For every sentence, read Item 1A. RISK FACTORS in the FY2018 filing and the FY2017 filing.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
219 rewritten, 116 added, 161 removed, 369 unchanged
[removed: We continued to focus on] [added: Our execution of our key strategic initiatives is] elevating [removed: those experiences] [added: the live experience] 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.
[added: We entered new markets] during the year and introduced [removed: new] [added: additional] ticketing products that we believe [removed: will reap rewards] [added: provide growth] for years to come.
Our total revenue for the year was [removed: $10.3] [added: $10.8] billion, making this our [removed: twelfth] [added: thirteenth] consecutive year of revenue growth and giving us, once again, our highest revenue year ever.
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 [removed: do] [added: connect with] the [removed: same.][added: fans.]
Our [removed: overall] [added: Ticketing segment] revenue [removed: in 2017] [added: for 2018] increased by [removed: $2.0 billion] [added: $183.1 million, or 14%,] on a reported [removed: and constant currency] basis as compared to last year, [added: or $181.1 million,] a [removed: 23% increase] [added: 13% increase,] without the impact of changes in foreign exchange rates.
The increase was largely driven by growth in our Concerts segment [removed: with an increase in the] [added: due to a higher] number of events, fans, and [removed: the] [added: average per show] revenue we are generating [removed: onsite at] [added: from] the events.
Ticketing increased as well, with strong growth in concert event [added: ticket] sales [removed: both] in North America [removed: and our international markets] as well as the continued expansion of our resale business.
Sponsorship & Advertising again delivered strong growth over [removed: 2016] [added: the prior year] due to a number of new strategic multi-year deals [removed: and market expansion] [added: as well as growth] in [removed: Europe.][added: our European festival sponsorship business.]
By advancing innovation in ticketing technology, we will continue to improve the fan experience by offering increased and more [removed: diversified] [added: diversified,] secure choices in an expanded ticketing marketplace.
Our Concerts segment was the largest contributor to our overall revenue [removed: growth,] [added: growth in 2018,] with an increase of [removed: $1.6 billion] [added: $878.0 million, or 11%,] on a reported [removed: and constant currency] basis as compared to last year, [removed: a 25% increase] [added: or $852.4 million, also 11%,] without the impact of changes in foreign exchange rates.
This higher revenue was [removed: partially] due to additional arena [removed: shows] [added: and amphitheater shows, regional acquisitions] in the United [removed: States, stadium events internationally,] [added: States] and [added: festival] growth [removed: in our theater and club business] worldwide.
Overall, [removed: Concert] [added: Concerts] attendance grew by [removed: nearly 15] [added: 6.5] million to nearly [removed: 86] [added: 93] million fans, a record for the company, and an increase of [removed: 21%] [added: 8%] over [removed: 2016.][added: the prior year.]
We continued to expand our global festival portfolio in [removed: 2017,] [added: 2018,] adding [removed: brands like BottleRock] [added: brands, including Isle of Wight,] to our [removed: leading] [added: strong] roster and growing total festival [removed: attendance by 14%.][added: attendance.]
These programs helped grow our ancillary revenue per fan [added: at our amphitheaters] by [removed: 9%] [added: approximately $3] in [removed: 2017.][added: 2018.]
[removed: As pointed out in the third quarter of 2017, another one] [added: Another] of our ongoing priorities is to grow our ticket revenue by optimizing ticket [removed: pricing.][added: pricing based on demand.]
We saw success in this area [removed: in the United States, improving] [added: globally this year, by increasing] the price [removed: on] [added: for] our best available seats in [removed: the] [added: our] amphitheaters and [removed: expanding our premium ticket offerings.][added: arenas by double-digits.]
Our Concerts operating results for the year improved over [removed: 2016] [added: the prior year] largely due to the impact of these business improvements and strategic [removed: initiatives mentioned above.][added: initiatives.]
We will continue to look for expansion opportunities, both domestically and internationally, as well as ways to market our events more effectively, in order to continue to expand our fan base and geographic reach and [removed: to] [added: thereby] sell more tickets and onsite products.
Our Sponsorship & Advertising segment revenue for the year was up [removed: $67.5 million] [added: $58.8 million, or 13%,] on a reported basis as compared to last year, or [removed: $66.4] [added: $56.7] million, [removed: an 18% increase,] [added: also 13%,] without the impact of changes in foreign exchange rates.
We believe that our extensive onsite and online reach, global venue distribution network, artist relationships, ticketing operations and live entertainment content are the keys to securing long-term sponsorship agreements with major brands, and we plan to expand [added: and enhance] these assets while extending further into new markets internationally.
This increase was largely due to a [removed: 10%] [added: 6%] growth in fee-bearing ticket sales globally to over [removed: 205] [added: 217] million tickets in [removed: 2017,] [added: 2018,] largely driven by increased sales for concert events.
On the mobile front, [removed: 33%] [added: over 40%] of our total tickets were sold via mobile and tablet devices [removed: compared to 27%] in [removed: 2016.][added: 2018, and our total mobile ticket sales increased by 35% year-over-year.]
Financial Statements and Supplementary Data—Note [removed: 12—Segment Data] [added: 8—Income Taxes] for further [removed: discussion of the segment change.][added: information about these changes.]
To judge the health of our Concerts segment, we primarily monitor the number of confirmed events and fan attendance in our network of owned or operated and third-party venues, talent fees, average paid attendance, market ticket pricing, advance ticket sales and [added: the] number of major artist clients under management.
Our Sponsorship & Advertising segment employs a sales force that creates and maintains relationships with sponsors through a combination of strategic, international, national and local opportunities that allow businesses to reach customers through our [removed: concerts,] [added: concert, festival,] venue, artist relationship and ticketing assets, including advertising on our websites.
We work with our corporate clients to help create marketing programs that [removed: drive] [added: support] their business goals and connect their brands directly with fans and artists.
We also develop, book and produce custom events or programs for our clients’ specific [removed: brands] [added: brands,] which are typically experienced exclusively by the clients’ consumers.
To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements and online [removed: advertising revenue,] [added: advertising,] and the percentage of expected revenue under contract.
For our own events, where our concert promoters control ticketing, revenue is deferred and recognized [removed: as] [added: when] the event occurs.
To judge the health of our Ticketing segment, we primarily review the GTV and the number of tickets sold through our [removed: 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, [added: cost of customer acquisition,] the purchase conversion rate, the overall number of customers in our database, the number and percentage of tickets sold via mobile and the number of app installs.
| | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | |
| North America | [removed: 19,933] [added: 24,186] | | | [removed: 17,554] [added: 19,933] | | | [removed: 16,846] [added: 17,554] | |
| North America | [removed: 54,868] [added: 61,159] | | | [removed: 48,611] [added: 54,868] | | | [removed: 43,622] [added: 48,611] | |
| Number of fee-bearing tickets sold | [removed: 205,704] [added: 217,442] | | | [removed: 187,094] [added: 205,703] | | | [removed: 175,334] [added: 187,051] | |
| (2) | The [removed: number of] fee-bearing tickets [removed: sold includes] [added: estimated above include] primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This metric includes primary tickets sold during the year regardless of event timing, except for our own events where our concert promoters control ticketing and which are reported [removed: as] [added: when] the events occur. The non-fee-bearing tickets [removed: sold reported] [added: estimated] above [removed: includes] [added: include] 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. |
AOI is a non-GAAP financial measure that we define as operating income (loss) before [added: certain stock-based compensation expense, loss (gain) on disposal of operating assets, depreciation and amortization (including goodwill impairment), amortization of non-recoupable ticketing contract advances and] acquisition expenses (including transaction costs, changes in the fair value of accrued acquisition-related contingent consideration obligations, and acquisition-related severance and [removed: compensation), depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets and certain stock-based compensation expense.][added: compensation).]
| | Operating income (loss) | | | | Stock- based compensation expense | | | | Loss (gain) on disposal of operating assets | | | | Depreciation and amortization | | | | [added: Amortization of non-recoupable ticketing contract advances | | | |] Acquisition expenses | | | | AOI | | |
| | | | | | | | | | (in thousands) | | | | | | | | | | | | | | | [added: | | | |]
| 2017 | | | | | | | | | | | | | | | | | | | | | | | | [added: | | | |]
Live Nation continued to see strong demand for live events in 2018, powering the concerts center of our business flywheel and leading to another record year for all three of our segments.
The rapidly changing technology landscape offers unique challenges that we met with transparency and through innovative solutions, while delivering record numbers in our key financial and operational metrics.
Our overall revenue in 2018 increased by $1.1 billion, or 11%, on a reported and constant currency basis as compared to last year.
Our operating results improved this year, compared to 2017, due to both improved business performance as well as the impact of the legal settlement accrued in 2017.
Some of the biggest tours in 2018 featured Beyoncé and Jay-Z, P!nk, Justin Timberlake, Imagine Dragons and Bruno Mars.
Our amphitheater shows were strong in 2018 as well, with the Dave Matthews Band, Jason Aldean and Kendrick Lamar all playing to sold out audiences over the summer.
The growth of our amphitheater onsite business continued in 2018, with a focus on expanding our food and beverage point of sale systems, optimizing beverage sizing and pricing, and developing new premium programs for parking and VIP areas.
In 2018, we
increased our strategic sponsors globally, and grew revenue for these partners by double-digits.
In our North America market, we continue to secure deals with innovative, market-leading brands.
Our investment in new venue and festival products has grown our onsite sponsorship revenue while we develop new streaming opportunities and other content to support our online business.
In Europe, we capitalized on our strong network of festivals, growing our sponsorship revenue on existing shows while adding revenue streams for newly-acquired events.
Our digital ticketing initiative continues to accelerate: we have installed our Presence system in over 200 venues in North America through the end of 2018, with approximately 40 million fans entering venues via the platform.
App installations increased by over 40% during the year, creating additional marketing opportunities for our company and driving conversion from search and discovery to purchase.
Operating results for Ticketing were up this year due to improved business performance as well as the impact of the legal settlement accrued in 2017.
| International | 10,810 | | | 9,659 | | | 8,731 | |
| Total estimated events | 34,996 | | | 29,592 | | | 26,285 | |
| International | 31,607 | | | 31,363 | | | 22,408 | |
| Total estimated fans | 92,766 | | | 86,231 | | | 71,019 | |
| Number of non-fee-bearing tickets sold | 265,080 | | | 267,713 | | | 267,767 | |
| Total tickets sold | 482,522 | | | 473,416 | | | 454,818 | |
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| 2018 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | $ | (36,205 | ) | | $ | 12,203 | | | $ | 10,361 | | | $ | 206,772 | | | $ | — | | | $ | 32,851 | | | $ | 225,982 | |
| Sponsorship & Advertising | 283,153 | | | | 1,665 | | | | 2 | | | | 30,779 | | | | — | | | | — | | | | 315,599 | | |
| Ticketing | 201,914 | | | | 4,753 | | | | 7 | | | | 143,551 | | | | 85,110 | | | | 1,177 | | | | 436,512 | | |
| Other and Eliminations | (18,311 | | ) | | — | | | | — | | | | 817 | | | | (5,023 | | ) | | — | | | | (22,517 | | ) |
| Corporate | (158,015 | | ) | | 26,961 | | | | (1 | | ) | | 4,610 | | | | — | | | | 13 | | | | (126,432 | | ) |
| Total | $ | 272,536 | | | $ | 45,582 | | | $ | 10,369 | | | $ | 386,529 | | | $ | 80,087 | | | $ | 34,041 | | | $ | 829,144 | |
2018 Compared to 2017
These increases were partially offset by fewer shows in stadiums globally along with lower average ticket prices in our North America stadium events.
Included in selling, general and administrative expenses for the year ended December 31, 2018 is $41.5 million of expenses related to new acquisitions and new venues in the Concerts segment.
We recorded a $10.5 million goodwill impairment related to our artist services (non-management) business in the fourth quarter of 2018 in connection with our annual impairment test discussed in “—Critical Accounting Policies—Goodwill.”
The goodwill impairment was recorded in the fourth quarter of 2017 in connection with our annual impairment test discussed in “—Critical Accounting Policies—Goodwill.” These impacts were
| Loss on sale of operating assets | 2 | | | | — | | | | — | | | | * | | * |
2018 Compared to 2017
The increased operating income for the year ended December 31, 2018 was primarily driven by the higher online advertising, festival activity and sponsorship programs discussed above net of related fulfillment costs.
| | | | | | (as adjusted) | | | | (as adjusted) | | | | | | |
Live Nation had a very strong year in 2017, marked by growing global fan demand for live experiences.
We entered new markets
Despite a competitive technological landscape that evolved more rapidly than ever, we achieved record levels in our key financial and operational metrics.
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.
Nearly 16 million fans attended our amphitheater shows throughout the year, with Florida Georgia Line, Future, Luke Bryan, and Zac Brown all playing to sold out audiences over the summer.
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.
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.
Sponsorship & Advertising operating income for the year improved by 10% on a reported basis, which was driven by higher revenue, partially offset by continued investment in our sales team’s personnel and expertise.
Our Ticketing segment revenue for the year increased by $315.9 million on a reported basis as compared to last year, or $311.9 million, a 17% increase, without the impact of changes in foreign exchange rates.
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.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| International | 9,643 | | | 8,708 | | | 8,665 | |
| Total estimated events | 29,576 | | | 26,262 | | | 25,511 | |
| International | 31,038 | | | 22,330 | | | 19,704 | |
| Total estimated fans | 85,906 | | | 70,941 | | | 63,326 | |
| Number of non-fee-bearing tickets sold | 292,242 | | | 297,766 | | | 297,087 | |
| Total tickets sold | 497,946 | | | 484,860 | | | 472,421 | |
| | |
| --- | --- |
| | | | | | | | | | | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 2015 | | | | | | | | | | | | | | | | | | | | | | | |
| Concerts | $ | (133,488 | ) | | $ | 11,946 | | | $ | 645 | | | $ | 201,775 | | | $ | 13,867 | | | $ | 94,745 | |
| Sponsorship & Advertising | 218,353 | | | | 1,574 | | | | — | | | | 9,932 | | | | — | | | | 229,859 | | |
| Ticketing | 158,229 | | | | 2,860 | | | | 26 | | | | 184,129 | | | | 1,219 | | | | 346,463 | | |
| Other and Eliminations | (113 | | ) | | — | | | | — | | | | (2,085 | | ) | | — | | | | (2,198 | | ) |
An excerpt. Shown here: 40 of 219 rewritten, 40 of 116 added and 40 of 161 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 FY2018 filing and the FY2017 filing.
Item 1. BUSINESS
90 rewritten, 13 added, 15 removed, 283 unchanged
We believe that we are the largest live entertainment company in the world, connecting over [removed: 580] [added: 570] million fans across all of our concerts and ticketing platforms in approximately [removed: 40] [added: 44] countries [removed: in 2017.][added: during 2018.]
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 nearly [removed: 86] [added: 93] million fans to [removed: more than 29,500] [added: almost 35,000] events for over [removed: 4,000 artists,] [added: 4,500 artists] in [removed: 2017.][added: 2018.]
Live Nation owns, operates, has exclusive booking rights for or has an equity interest in [removed: 222] [added: 237] venues, including House of [removed: Blues ®] [added: Blues®] music venues and prestigious locations such as The [removed: Fillmore] [added: Fillmore®] in San Francisco, the Hollywood Palladium, the Ziggo Dome in Amsterdam, 3Arena in Ireland, Royal Arena in Copenhagen and Spark Arena in New Zealand.
As of December 31, [removed: 2017,] [added: 2018,] we had [removed: over 125] [added: nearly 110] managers providing services to more than [removed: 500] [added: 400] artists.
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 centers, selling [removed: nearly 500] [added: over 480] million tickets in [removed: 2017] [added: 2018] through our systems.
Ticketmaster serves [removed: more than] [added: approximately] 12,000 clients worldwide across multiple event categories, providing ticketing services for leading arenas, stadiums, festival and concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters.
Our strategy is to grow our leadership position in live entertainment, to promote more shows, sell more tickets and [removed: sell] [added: partner with] more [removed: sponsorships and advertising, and] [added: sponsors,] thereby [removed: increase] [added: increasing] our revenue, earnings and cash flow.
We also continue to strengthen our core operations, further expanding into [removed: additional] global markets and optimizing our cost structure.
| • | 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 [removed: festivals] [added: concerts] globally, expanding our business into additional top global music markets, and further building our presence in existing markets. Through our strong partnership with artist managers, we believe we can continue to [removed: further] expand our concert base by delivering strong and consistent services to our artist managers and their clients. |
| • | Grow our Revenue per Show. We will grow our revenue per show across our venues through more effective ticket pricing, broader ticketing distribution and more targeted promotional marketing. We will also grow our onsite fan monetization through improved onsite [removed: products] [added: products, merchandising,] and [removed: services.] [added: enhanced buying experiences for our fans.] |
| • | 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 [added: continue to] enhance our API features to reach a broader [removed: audience.] [added: audience and expand our digital ticketing rollout, strengthening control distribution for all parties and creating new and unique marketing opportunities.] We will grow the volume of secondary tickets sold through a trusted environment for fan ticket exchanges, allowing our fans to have a dependable, secure destination for secondary ticket acquisition for all events. We will continue to invest in our ticketing platforms and develop innovative products to build fan traffic to our sales channels, drive increased ticket sales, and continue to [removed: increase] [added: build] 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, [removed: leveraging] [added: accessing] our nearly [removed: 86] [added: 93] million fans attending our shows each year. We will continue to develop and to scale new products in order to drive onsite revenue. |
| • | Fans. During [removed: 2017,] [added: 2018,] we connected over [removed: 580] [added: 570] 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: 2017,] [added: 2018,] we promoted shows or tours for over [removed: 4,000] [added: 4,500] artists globally. In addition, through our artist management companies, we manage more than [removed: 500] [added: 400] artists. |
| • | Online Services and Ticketing. We own and operate various branded websites, both in the United States and abroad, which are customized to reflect services offered in each jurisdiction. Our primary [removed: online] websites, www.livenation.com and www.ticketmaster.com, together with our other branded ticketing websites, are designed to promote ticket sales for live events. We also have both Live Nation and Ticketmaster mobile apps that our fans can use to access event information and buy tickets. |
| • | Distribution Network. We believe that our global distribution network of promoters, venues and festivals provides us with a strong position in the live concert industry. We believe we have one of the largest global networks of live entertainment businesses in the world, with offices in [removed: 36] [added: 40] countries worldwide. In addition, we own, operate, have exclusive booking rights for, or have an equity interest in, [removed: 222] [added: 237] venues located across [removed: 12] [added: 11] countries as of the end of [removed: 2017,] [added: 2018,] 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: 97] [added: 104] festivals globally. In addition, we believe that our global ticketing distribution [removed: network, which] [added: network—which] includes one of the largest ecommerce sites and [removed: apps] [added: apps,] with over [removed: 43] [added: 61] million [removed: downloads,] [added: downloads] and [removed: more than] [added: approximately] 12,000 clients [removed: worldwide, makes] [added: worldwide—makes] us the largest ticketing network in the world. |
| • | Sponsors. We employ a sales force of over [removed: 400] [added: 450] people that worked with over [removed: 900] [added: 1,000] sponsors during [removed: 2017,] [added: 2018,] through a combination of strategic partnerships, local venue-related [removed: deals and] [added: deals,] national [removed: agreements,] [added: agreements and digital campaigns,] both in North America and internationally. Our sponsors include some of the most well-recognized national and global brands including Citibank, [added: O2,] American Express, [removed: O2,] Pepsi, [removed: Cisco and] [added: Cisco,] Hilton [added: and Anheuser Busch] (each of these brands is a registered trademark of the sponsor). |
[added: 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.”
We operate in [removed: these] [added: the following] main industries within the live entertainment business: live music events, [removed: associated] [added: music] venue [removed: operations and] [added: operations,] the provision of management and other services to artists, sponsorship and advertising [removed: sales] [added: sales,] and ticketing services.
In addition, venue operators provide services such as concessions, parking, security, ushering and ticket-taking, and receive some or all of the revenue from concessions, merchandise, [removed: venue sponsorships,] parking and premium seating.
These sponsorships typically include venue naming rights, onsite venue signage, online advertisements and exclusive partner rights in various categories such as credit card, beverage, [removed: hotel] [added: travel] and telecommunications, and may include event pre-sales and onsite product activation.
[removed: During 2017,] [added: Including intersegment revenue,] our Concerts business generated [removed: $7.9] [added: $8.8] billion, or [removed: 76.3%,] [added: 81.3%,] of our total [removed: revenue.][added: revenue during 2018.]
We promoted [removed: more than 29,500] [added: almost 35,000] live music [added: and other] events in [removed: 2017,] [added: 2018,] including artists such as [removed: U2, Coldplay, Guns N’ Roses, Metallica,] [added: Beyoncé and Jay-Z, P!nk, Kevin Hart, Justin Timberlake, Imagine Dragons and] Bruno Mars and [removed: Depeche Mode and] through festivals such as Austin City Limits, Lollapolooza, Electric Daisy [removed: Carnival, BottleRock, Rock Werchter and Reading.]
For each [removed: event,] [added: event] we [added: promote, we] either use a venue we own or operate, or rent a third-party venue.
Event costs such as artist fees and production [removed: service] expenses are included in direct operating expenses and are typically substantial in relation to the revenue.
As a venue operator, we generate revenue primarily from the sale of concessions, parking, premium seating, rental [removed: income, venue sponsorships] [added: income] and ticket rebates or service charges earned on tickets sold through our internal ticketing operations or by third parties under ticketing agreements.
In our amphitheaters, the sale of concessions is outsourced and we receive a share of the net revenue from the concessionaire, which is recorded in revenue with [removed: no significant] [added: limited] associated direct operating expenses.
We also earn revenue from the sale of concessions, camping [removed: fees, festival sponsorships] [added: fees] and service charges earned on tickets sold.
Our Sponsorship & Advertising segment employs a sales force that creates and maintains relationships with sponsors through a combination of strategic, international, national and local opportunities that allow businesses to reach customers through our [removed: concerts,] [added: concert, festival,] venue, [removed: festivals] [added: artist relationship] and ticketing assets, including advertising on our websites.
We work with our corporate clients to help create marketing programs that [removed: drive] [added: support] their business goals and connect their brands directly with fans and artists.
We also develop, book and produce custom events or programs for our clients’ specific [removed: brands] [added: brands,] which are typically presented exclusively to the clients’ consumers.
[removed: During 2017,] [added: Including intersegment revenue,] our Sponsorship & Advertising business generated [removed: $445] [added: $504] million, or [removed: 4.3%,] [added: 4.7%,] of our total [removed: revenue.][added: revenue during 2018.]
During the year ended December 31, [removed: 2017,] [added: 2018,] we sold [removed: 60%, 33%, 5%] [added: 52%, 43%, 4%] and [removed: 2%] [added: 1%] of primary tickets through these channels, respectively.
[removed: During 2017,] [added: Including intersegment revenue,] our Ticketing business generated [removed: $2.1] [added: $1.5] billion, or [removed: 20.7%,] [added: 14.2%,] of our total [removed: revenue,] [added: revenue during 2018,] which excludes the face value of tickets [removed: sold.][added: sold and is net of the fees paid to our ticketing clients.]
Through all of our ticketing services, we sold [removed: 206] [added: 217] million tickets in [removed: 2017] [added: 2018] on which we were paid fees for our services.
In addition, approximately [removed: 292] [added: 265] million tickets [removed: in total] were sold using our Ticketmaster systems, including through season seat packages, our venue clients’ box offices, and other channels through which we do not receive a fee.
Agreements with venue clients in North America and Australia generally grant us [removed: the right] [added: exclusive rights] to sell tickets for [added: all events presented at the relevant venue for which tickets are made available to the general public.]
Agreements with promoter clients [removed: internationally] [added: in other international markets] generally grant us the right to [removed: sell] [added: an allocation of] tickets for [removed: 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.
In addition, under many written agreements between promoters and our clients, [added: and generally subject to Ticketmaster approval,] the client [removed: often allocates] [added: may allocate] certain tickets for artist, promoter, agent and venue use and [removed: does] not make those tickets available for sale by us.
[removed: As a result of these,] [added: Due to these] and [removed: sometimes other, channels through which tickets are sometimes distributed, with our permission, outside] [added: other permitted third-party ticket distribution channels, we do not always sell all] of our [removed: ticketing system] [added: clients’ tickets,] even at venues where we are the [added: exclusive] primary ticketing service provider, [removed: we do not 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 [added: also] varies as to any given client from year to year.
Carnival, Rock Werchter, Reading and Download.
Event costs such as artist fees and production expenses are included in direct operating expenses and are typically substantial in relation to the revenue.
Similarly, in such international markets we have venue agreements which provide Ticketmaster an allocation of tickets for all events at those venues.
fan by packaging several artists together for an event.
While festival sites only host a few events each year, they can provide higher operating income because we are able to generate income from many different services provided at the event.
As of December 31, 2018, we employed approximately 13,000 seasonal and
| Amy Howe | | 46 | | President–Ticketmaster North America |
| Alan Ridgeway | | 52 | | Chairman–Asia Pacific |
Mr. Bension has worked for us or our predecessors since joining us in January 2010.
Amy Howe is President of Ticketmaster’s North America division and has served in this capacity since February 2019.
Prior to that, Ms. Howe served as Chief Operating Officer of Ticketmaster North America since January 2016.
Prior to that, Ms. Howe was most recently a partner at McKinsey & Company, after joining them in 1999.
Alan Ridgeway is Chairman of our Asia Pacific region and has served in this capacity since January 2019.
| | |
| --- | --- |
| • | Employees. At December 31, 2017, we employed approximately 8,800 full-time employees. |
We completed this separation on
all events presented at the relevant venue for which tickets are made available to the general public.
companies and various casinos and venues in North America, Europe, Asia, and Australia.
been no significant work stoppages in the past three years.
| Alan Ridgeway | | 51 | | President–International and Emerging Markets |
| Jordan Zachary | | 35 | | Chief Strategy Officer |
Prior to that, Mr. Bension served as Chief Executive Officer for TicketsNow, a division of Ticketmaster, since joining us in January 2010.
Previously, Mr. Berchtold was at Technicolor, where he was most recently President of Technicolor Creative Services, after joining them in 2003.
Prior to that, Mr. Reid was the Chief Executive Officer of Warner Music Europe and International Marketing from November 2010 to December 2011.
Prior to that, Mr. Ridgeway was Chief Executive Officer of our International division from September 2007 to October 2011.
Prior to that, Mr. Yovich served as Executive Vice President and General Manager of our International eCommerce division from January 2010 to October 2011.
Prior to that, Mr. Zachary was most recently a Managing Director of The Raine Group, after joining them in 2009.
An excerpt. Shown here: 40 of 90 rewritten, all 13 added and all 15 removed. The counts are complete. For every sentence, read Item 1. BUSINESS in the FY2018 filing and the FY2017 filing.
Cover and table of contents
31 rewritten, 5 added, 3 removed, 88 unchanged
For the fiscal year ended December 31, [removed: 2017,][added: 2018,]
Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company, or an emerging growth] company.
See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting [added: company,” and “emerging growth] company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | | [removed: |] Accelerated filer | ¨ |
| Non-accelerated filer | ¨ | [removed: (Do not check if a smaller reporting company)] | [removed: |] Smaller reporting company | ¨ |
| | | | [removed: |] 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. | | | | [removed: |] ¨ |
On June 30, [removed: 2017,] [added: 2018,] 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: $4.7] [added: $6.7] billion.
On February [removed: 20, 2018,] [added: 21, 2019,] there were [removed: 208,168,826] [added: 210,898,225] outstanding shares of the registrant’s common stock, $0.01 par value per share, including [removed: 1,479,947] [added: 2,086,092] shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.
Portions of our Definitive Proxy Statement for the [removed: 2018] [added: 2019] Annual Meeting of Stockholders, expected to be filed within 120 days of our fiscal year end, are incorporated by reference into Part III.
| ITEM 1. | [removed: [BUSINESS](#s1B14649FFD90EFDA5FEAB4D2AE1156F3)] [added: [BUSINESS](#sE7BBEDBBB13B8798DB2B00941EA58A6B)] | [removed: [2](#s1B14649FFD90EFDA5FEAB4D2AE1156F3)] [added: [2](#sE7BBEDBBB13B8798DB2B00941EA58A6B)] |
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| ITEM 8. | [FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#s52EFBD16C595DFD85296B4D2B420B2BB)] [added: DATA](#sD6B1D212134454733AD600942482335F)] | [removed: [49](#s52EFBD16C595DFD85296B4D2B420B2BB)] [added: [49](#sD6B1D212134454733AD600942482335F)] |
| ITEM 9. | [CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL [removed: DISCLOSURE](#sF2E6801F7625F29D847FB4D2B85A6F3F)] [added: DISCLOSURE](#s1B1D53F82200E64E90FD00942B27C6C2)] | [removed: [89](#sF2E6801F7625F29D847FB4D2B85A6F3F)] [added: [91](#s1B1D53F82200E64E90FD00942B27C6C2)] |
| ITEM 9A. | [CONTROLS AND [removed: PROCEDURES](#sF2E6801F7625F29D847FB4D2B85A6F3F)] [added: PROCEDURES](#s1B1D53F82200E64E90FD00942B27C6C2)] | [removed: [89](#sF2E6801F7625F29D847FB4D2B85A6F3F)] [added: [91](#s1B1D53F82200E64E90FD00942B27C6C2)] |
| ITEM 9B. | [OTHER [removed: INFORMATION](#s5B8B202476BD874289ADB4D2B87B2952)] [added: INFORMATION](#sD9DE9F247C2FEA39ABAA00942B37730F)] | [removed: [91](#s5B8B202476BD874289ADB4D2B87B2952)] [added: [93](#sD9DE9F247C2FEA39ABAA00942B37730F)] |
| ITEM 10. | [DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE [removed: GOVERNANCE](#s6B4165FFBADE4619A39EB4D2B8CF0E59)] [added: GOVERNANCE](#sCD735A030ECB117CD95300942B8A9EFE)] | [removed: [91](#s6B4165FFBADE4619A39EB4D2B8CF0E59)] [added: [93](#sCD735A030ECB117CD95300942B8A9EFE)] |
| ITEM 11. | [EXECUTIVE [removed: COMPENSATION](#sDDDF1995B66E6E87BE68B4D2B90108A0)] [added: COMPENSATION](#s1C0D02F71E2B5EDAFFED00942BAB7B20)] | [removed: [91](#sDDDF1995B66E6E87BE68B4D2B90108A0)] [added: [93](#s1C0D02F71E2B5EDAFFED00942BAB7B20)] |
| ITEM 12. | [SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER [removed: MATTERS](#s2E0ED0A9EDFF20BB1768B4D2B923F249)] [added: MATTERS](#s1161097CF393CE8D65D300942BDD3C7D)] | [removed: [91](#s2E0ED0A9EDFF20BB1768B4D2B923F249)] [added: [93](#s1161097CF393CE8D65D300942BDD3C7D)] |
| ITEM 13. | [CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR [removed: INDEPENDENCE](#sE688ADD52D91DB8D7722B4D2B9543EF9)] [added: INDEPENDENCE](#sF4C2553ADA25F0BB00BC00942BFEE27C)] | [removed: [91](#sE688ADD52D91DB8D7722B4D2B9543EF9)] [added: [93](#sF4C2553ADA25F0BB00BC00942BFEE27C)] |
| ITEM 14. | [PRINCIPAL ACCOUNTING FEES AND [removed: SERVICES](#s36755EA65356DAA7C00CB4D2B9752DA2)] [added: SERVICES](#s1FEFB2D85DC54EEDB9DD00942C30DDD8)] | [removed: [91](#s36755EA65356DAA7C00CB4D2B9752DA2)] [added: [93](#s1FEFB2D85DC54EEDB9DD00942C30DDD8)] |
| ITEM 15. | [EXHIBITS, FINANCIAL STATEMENT [removed: SCHEDULES](#sCBCAFE95E185562562D4B4D2B9A7A756)] [added: SCHEDULES](#s3BC4C647A7F4EAA0478400942C513111)] | [removed: [92](#sCBCAFE95E185562562D4B4D2B9A7A756)] [added: [94](#s3BC4C647A7F4EAA0478400942C513111)] |
| ITEM 16. | [FORM 10-K [removed: SUMMARY](#s14e97905adbb41d193c5be8f35e9a892)] [added: SUMMARY](#sFFD71C5063A6948D21EB00942CD82BB6)] | [removed: [92](#s14e97905adbb41d193c5be8f35e9a892)] [added: [94](#sFFD71C5063A6948D21EB00942CD82BB6)] |
10-K 1 lyv-20181231x10k.htm 10-K
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10-K 1 lyv-20171231x10k.htm 10-K
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Item 2. PROPERTIES
3 rewritten, 0 added, 0 removed, 4 unchanged
As of December 31, [removed: 2017,] [added: 2018,] we own, operate or lease [removed: 115] [added: 120] entertainment venues and [removed: 140] [added: 144] other facilities, including office leases, throughout North America and [removed: 35] [added: 37] entertainment venues and 118 other facilities internationally.
We have a lease ending June 30, [removed: 2020] [added: 2030] for our corporate headquarters in Beverly Hills, California, used primarily by our executive group and certain of our domestic operations management staff.
These leases can typically be for terms of three to [removed: five] [added: 10] years for our office leases and [removed: 10] [added: five] to [removed: 20] [added: 25] years for our venue leases, and many include renewal options.
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
2 rewritten, 4 added, 15 removed, 7 unchanged
There were [removed: 3,608] [added: 3,402] stockholders of record as of February [removed: 20, 2018.][added: 21, 2019.]
From inception and through December 31, [removed: 2017,] [added: 2018,] we have not declared or paid any dividends.
Recent Sales of Unregistered Securities
On December 10, 2018, we issued 28 shares of common stock to a holder of our 2.5% convertible senior notes due 2019 in respect of such holder’s election to convert $1,000 principal amount of notes in accordance with the conversion rights set forth in the indenture governing the notes.
The shares of common stock issued in the transaction were valued using a conversion rate of 28.8363 shares issuable per $1,000 principal amount of notes converted (with cash paid in lieu of fractional shares), as set forth in the indenture, representing an implied conversion price of $34.68 per share.
We relied upon the exemption from registration under the Securities Act of 1933, as amended, provided by Section 4(a)(2) thereof for transactions not involving a public offering.
The following table presents the high and low sales prices of our common stock on the New York Stock Exchange during the calendar quarter indicated.
| | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Common Stock Market Price | | | | | | |
| | | High | | | | Low | | |
| 2016 | | | | | | | | |
| First Quarter | | $ | 24.27 | | | $ | 18.77 | |
| Second Quarter | | $ | 24.84 | | | $ | 21.00 | |
| Third Quarter | | $ | 28.10 | | | $ | 23.01 | |
| Fourth Quarter | | $ | 29.04 | | | $ | 26.41 | |
| 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 | |
Item 6. SELECTED FINANCIAL DATA
13 rewritten, 5 added, 1 removed, 16 unchanged
| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017 (1)] | | | | [removed: 2015] [added: 2016 (1)] | | | | [removed: 2014] [added: 2015 (1)] | | | | [removed: 2013] [added: 2014 (1)] | | |
| Results of Operations Data [removed: (1):] [added: (2):] | | | | | | | | | | | | | | | | | | | |
| Operating income [removed: (2)] [added: (3)] | $ | [removed: 91,397] [added: 272,536] | | | $ | [removed: 194,940] [added: 91,397] | | | $ | [removed: 131,372] [added: 194,940] | | | $ | [removed: 7,164] [added: 131,372] | | | $ | [removed: 139,660] [added: 7,164] | |
| Income (loss) before income taxes [removed: (2)] [added: (3)] | $ | [removed: (9,380] [added: 131,105] | [removed: )] | | $ | [removed: 48,326] [added: (9,380] | [added: )] | | $ | [removed: 6,353] [added: 48,326] | | | $ | [removed: (99,820] [added: 6,353] | [removed: )] | | [removed: $] [added: (99,820] | [removed: (5,137] | ) |
| Net income (loss) attributable to common stockholders of Live Nation [removed: (3)] [added: (4)] | $ | [removed: (6,015] [added: 60,249] | [removed: )] | | $ | [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] | ) |
| Basic and diluted net loss per common share available to common stockholders of Live Nation [removed: (4)] [added: (5)] | $ | [removed: (0.48] [added: (0.09] | ) | | $ | [removed: (0.23] [added: (0.48] | ) | | $ | [removed: (0.33] [added: (0.23] | ) | | $ | [removed: (0.49] [added: (0.33] | ) | | $ | [removed: (0.23] [added: (0.49] | ) |
| Balance Sheet Data [removed: (1):] [added: (2):] | | | | | | | | | | | | | | | | | | | |
| Total assets | $ | [removed: 7,504,263] [added: 8,496,886] | | | $ | [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] | |
| Long-term debt, net (including current maturities) | $ | [removed: 2,299,959] [added: 2,815,020] | | | $ | [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)] [added: (2)] | Acquisitions and dispositions along with changes in foreign exchange rates can significantly impact the comparability of the historical consolidated financial data reflected in this schedule of Selected Financial Data. |
| [removed: (2)] [added: (3)] | The year ended December 31, 2017 includes the accrual of a $110.0 million legal settlement entered into in January 2018. [removed: See Item 8. Financial Statements and Supplementary Data—Note 6—Commitments and Contingent Liabilities for further discussion.] In addition, the years ended December 31, [added: 2018,] 2017 and 2014, include [added: $10.5 million,] $20.0 million and $135.0 million, respectively, of goodwill impairments recorded in conjunction with our annual impairment tests. |
| [removed: (3)] [added: (4)] | 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 [added: United States] tax [removed: reform.] [added: reform change.] 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, [added: 2018,] 2017 and 2014, include [added: $10.5 million,] $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. |
| [removed: (4)] [added: (5)] | The year ended December 31, [added: 2018 includes a loss of $0.05 per common share, on a basic and diluted basis, from the impact of the goodwill impairment. The year ended December 31,] 2017 includes a loss of $0.36 per common share from the impact of the legal settlement and goodwill impairment offset by the tax benefit from the 2017 tax [removed: reform.] [added: reform change.] The year ended December 31, 2014 includes a loss of $0.48 per common share from the [added: net] impact of the goodwill impairments. |
| Revenue | $ | 10,787,800 | | | $ | 9,687,222 | | | $ | 7,826,336 | | | $ | 6,776,584 | | | $ | 6,413,668 | |
| Basic and diluted net loss available to common stockholders of Live Nation | $ | (17,651 | ) | | $ | (97,646 | ) | | $ | (47,010 | ) | | $ | (65,687 | ) | | $ | (96,467 | ) |
| | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |
| Redeemable noncontrolling interests | $ | 329,355 | | | $ | 244,727 | | | $ | 347,068 | | | $ | 263,715 | | | $ | 168,855 | |
| (1) | Financial data has been adjusted for the impact of our adoption of the new revenue recognition standard on January 1, 2018. See Item 8.—Financial Statements and Supplementary Data—Note 1—The Company and Summary of Significant Accounting Policies for further discussion. |
| Revenue | $ | 10,337,448 | | | $ | 8,354,934 | | | $ | 7,245,731 | | | $ | 6,866,964 | | | $ | 6,478,547 | |
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
442 rewritten, 357 added, 199 removed, 766 unchanged
We have audited the accompanying consolidated balance sheets of Live Nation Entertainment, Inc. (the Company) as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the related consolidated statements of operations, comprehensive [removed: loss,] [added: income (loss),] changes in equity and cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] 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”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] 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 States) (PCAOB), the [removed: Company's] [added: Company’s] internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February [removed: 27, 2018] [added: 28, 2019] expressed an unqualified opinion thereon.
| | [added: | 2018 | | | |] 2017 | | | | 2016 | | |
| Cash and cash equivalents | $ | [removed: 1,825,322] [added: 2,371,540] | | | $ | [removed: 1,526,591] [added: 1,825,322] | |
| Accounts receivable, less allowance of [removed: $32,755] [added: $34,225] and [removed: $29,634] [added: $32,755] in [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively | [removed: 725,304] [added: 829,320] | | | | [removed: 568,936] [added: 725,304] | | |
| Prepaid expenses | [removed: 546,713] [added: 597,866] | | | | [removed: 528,250] [added: 546,713] | | |
| Other current assets | [removed: 55,403] [added: 42,685] | | | | [removed: 49,774] [added: 51,903] | | |
| Total current assets | [removed: 3,152,742] [added: 3,848,074] | | | | [removed: 2,673,551] [added: 3,152,742] | | |
| Land, buildings and improvements | [removed: 955,937] [added: 984,558] | | | | [removed: 838,545] [added: 955,937] | | |
| Computer equipment and capitalized software | [removed: 610,924] [added: 742,737] | | | | [removed: 524,571] [added: 610,924] | | |
| Furniture and other equipment | [removed: 312,962] [added: 329,607] | | | | [removed: 256,765] [added: 312,962] | | |
| Construction in progress | [removed: 133,906] [added: 160,028] | | | | [removed: 125,430] [added: 133,906] | | |
| Less accumulated depreciation | [removed: 1,127,793] [added: 1,270,337] | | | | [removed: 993,775] [added: 1,127,793] | | |
| Definite-lived intangible assets, net | [removed: 729,265] [added: 661,451] | | | | [removed: 812,031] [added: 729,265] | | |
| Indefinite-lived intangible assets | [removed: 369,023] [added: 368,854] | | | | [removed: 368,766] [added: 369,023] | | |
| Goodwill | [removed: 1,754,589] [added: 1,822,943] | | | | [removed: 1,747,088] [added: 1,754,589] | | |
| Total assets | $ | [removed: 7,504,263] [added: 8,496,886] | | | $ | [removed: 6,764,266] [added: 7,504,263] | |
| Accounts payable, client accounts | $ | [removed: 948,637] [added: 1,037,162] | | | $ | [removed: 726,475] [added: 948,637] | |
| Accounts payable | [removed: 85,666] [added: 90,253] | | | | [removed: 55,030] [added: 85,666] | | |
| Accrued expenses | [removed: 1,109,246] [added: 1,245,465] | | | | [removed: 781,494] [added: 1,109,246] | | |
| Deferred revenue | [removed: 925,220] [added: 1,227,797] | | | | [removed: 804,973] [added: 925,220] | | |
| Current portion of long-term debt, net | [removed: 347,593] [added: 82,142] | | | | [removed: 53,317] [added: 347,593] | | |
| Other current liabilities | [removed: 160,638] [added: 67,047] | | | | [removed: 39,055] [added: 160,638] | | |
| Total current liabilities | [removed: 3,577,000] [added: 3,749,866] | | | | [removed: 2,460,344] [added: 3,577,000] | | |
| Long-term debt, net | [removed: 1,952,366] [added: 2,732,878] | | | | [removed: 2,259,736] [added: 1,952,366] | | |
| Long-term deferred income taxes | [removed: 137,635] [added: 137,067] | | | | [removed: 197,811] [added: 137,635] | | |
| Other long-term liabilities | [removed: 174,391] [added: 204,977] | | | | [removed: 149,791] [added: 174,391] | | |
| Redeemable noncontrolling interests | [removed: 244,727] [added: 329,355] | | | | [removed: 347,068] [added: 244,727] | | |
| Common stock, $.01 par value; 450,000,000 shares authorized; [removed: 208,483,993] [added: 210,534,762] and [removed: 204,475,849] [added: 208,483,993] shares issued and [removed: 208,075,969] [added: 210,126,738] and [removed: 204,067,825] [added: 208,075,969] shares outstanding in [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] respectively | [removed: 2,069] [added: 2,091] | | | | [removed: 2,034] [added: 2,069] | | |
| Additional paid-in capital | [removed: 2,374,006] [added: 2,268,209] | | | | [removed: 2,381,011] [added: 2,374,006] | | |
| Accumulated deficit | [removed: (1,079,472] [added: (1,019,223] | | ) | | [removed: (1,073,457] [added: (1,079,472] | | ) |
| Accumulated other comprehensive loss | [removed: (108,542] [added: (145,231] | | ) | | [removed: (176,707] [added: (108,542] | | ) |
| Total Live Nation stockholders’ equity | [removed: 1,181,196] [added: 1,098,981] | | | | [removed: 1,126,016] [added: 1,181,196] | | |
| Noncontrolling interests | [removed: 236,948] [added: 243,762] | | | | [removed: 223,500] [added: 236,948] | | |
| Total equity | [removed: 1,418,144] [added: 1,342,743] | | | | [removed: 1,349,516] [added: 1,418,144] | | |
| Total liabilities and equity | $ | [removed: 7,504,263] [added: 8,496,886] | | | $ | [removed: 6,764,266] [added: 7,504,263] | |
| | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |
| Selling, general and administrative expenses | | [removed: 1,907,723] [added: 1,997,028] | | | | [removed: 1,548,450] [added: 1,907,723] | | | | [removed: 1,411,855] [added: 1,548,450] | | |
| Loss (gain) on disposal of operating assets | | [removed: (969] [added: 10,369] | | [removed: )] | | [removed: 124] [added: (969] | | [added: )] | | [removed: 845] [added: 124] | | |
Adoption of New Accounting Standard
As discussed in Note 1 to the consolidated financial statements, the Company changed its method for revenue recognition for the years ended December 31, 2018, 2017 and 2016.
February 28, 2019
| Restricted cash | 6,663 | | | | 3,500 | | |
| | 2,216,930 | | | | 2,013,729 | | |
| | 946,593 | | | | 885,936 | | |
| Other long-term assets | 428,080 | | | | 253,180 | | |
| | | | | | | (as adjusted) | | | | (as adjusted) | | |
| Revenue | | $ | 10,787,800 | | | $ | 9,687,222 | | | $ | 7,826,336 | |
| Direct operating expenses | | 7,967,932 | | | | 7,181,898 | | | | 5,639,177 | | |
| Depreciation and amortization | | 386,529 | | | | 372,201 | | | | 318,584 | | |
| Exercise of stock options, net of shares withheld for option cost and employee taxes | | 1,823,809 | | | 18 | | | | (24,345 | | ) | | — | | | | — | | | | — | | | | — | | | | (24,327 | | ) | | — | | |
| Fair value of convertible debt conversion feature, net of issuance costs | | — | | | — | | | | 62,639 | | | | — | | | | — | | | | — | | | | — | | | | 62,639 | | | | — | | |
| Repurchase of convertible debt conversion feature | | 28 | | | — | | | | (92,641 | | ) | | — | | | | — | | | | — | | | | — | | | | (92,641 | | ) | | — | | |
| Acquisitions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 33,564 | | | | 33,564 | | | | 25,542 | | |
| Divestitures | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (6,684 | | ) | | (6,684 | | ) | | — | | |
| Purchases of noncontrolling interests | | — | | | — | | | | (8,210 | | ) | | — | | | | — | | | | — | | | | (4,877 | | ) | | (13,087 | | ) | | (10,356 | | ) |
| Sales of noncontrolling interests | | — | | | — | | | | 1,410 | | | | — | | | | — | | | | — | | | | (958 | | ) | | 452 | | | | — | | |
| Contributions received | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 7,501 | | | | 7,501 | | | | 1,806 | | |
| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (43,346 | | ) | | (43,346 | | ) | | (15,840 | | ) |
| Other | | — | | | — | | | | (106 | | ) | | — | | | | — | | | | — | | | | (1,969 | | ) | | (2,075 | | ) | | (831 | | ) |
| Net income | | — | | | — | | | | — | | | | 60,249 | | | | — | | | | — | | | | 23,583 | | | | 83,832 | | | | 6,508 | | |
| Balances at December 31, 2018 | | 209,135,578 | | | $ | 2,091 | | | $ | 2,268,209 | | | $ | (1,019,223 | ) | | $ | (6,865 | ) | | $ | (145,231 | ) | | $ | 243,762 | | | $ | 1,342,743 | | | $ | 329,355 | |
| Amortization | 201,153 | | | | 222,567 | | | | 179,296 | | |
| Amortization of non-recoupable ticketing contract advances | 80,087 | | | | 83,334 | | | | 85,067 | | |
| Loss (gain) on disposal of operating assets | 10,369 | | | | (969 | | ) | | 124 | | |
| Other, net | (6,231 | | ) | | 1,035 | | | | (3,711 | | ) |
| Increase in prepaid expenses and other assets | (266,241 | | ) | | (238,549 | | ) | | (128,499 | | ) |
| Net cash provided by operating activities | 941,586 | | | | 623,522 | | | | 598,739 | | |
| Collections of notes receivable | 33,914 | | | | 9,657 | | | | 8,054 | | |
| Other, net | 2,070 | | | | 4,405 | | | | 3,303 | | |
| Taxes paid for net share settlement of equity awards | (55,005 | | ) | | (5,452 | | ) | | (4,107 | | ) |
| Other, net | (4,345 | | ) | | — | | | | (9,912 | | ) |
| Net increase in cash, cash equivalents and restricted cash | 549,381 | | | | 299,247 | | | | 224,715 | | |
| Cash, cash equivalents and restricted cash at beginning of period | 1,828,822 | | | | 1,529,575 | | | | 1,304,860 | | |
| Cash, cash equivalents and restricted cash at end of period | $ | 2,378,203 | | | $ | 1,828,822 | | | $ | 1,529,575 | |
Restricted cash primarily consists of cash held in escrow accounts to fund capital improvements of certain leased or operated venues.
The cash is held in these accounts pursuant to the related lease or operating agreement.
Amortization of nonrecoupable ticketing contract advances is recorded as a reduction to revenue.
The Company elected to use the consideration at the date of contract completion rather than estimating variable consideration in the comparative reporting periods and also elected not to provide disclosure of the amount and expected timing of recognition for consideration allocated to the remaining performance obligations.
February 27, 2018
| | 2,013,729 | | | | 1,745,311 | | |
| | 885,936 | | | | 751,536 | | |
| Other long-term assets | 612,708 | | | | 411,294 | | |
| Revenue | | $ | 10,337,448 | | | $ | 8,354,934 | | | $ | 7,245,731 | |
| Direct operating expenses | | 7,748,791 | | | | 6,082,708 | | | | 5,196,473 | | |
| Depreciation and amortization | | 455,534 | | | | 403,651 | | | | 397,241 | | |
| Balances at December 31, 2014 | | 200,431,276 | | | $ | 2,004 | | | $ | 2,414,428 | | | $ | (1,042,603 | ) | | $ | (6,865 | ) | | $ | (70,010 | ) | | $ | 186,893 | | | $ | 1,483,847 | | | $ | 168,855 | |
| Exercise of stock options | | 1,138,891 | | | 11 | | | | 16,269 | | | | — | | | | — | | | | — | | | | — | | | | 16,280 | | | | — | | |
| Acquisitions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | 30,627 | | | | 30,627 | | | | 83,263 | | |
| Purchases of noncontrolling interests | | — | | | — | | | | (6,555 | | ) | | — | | | | — | | | | — | | | | (3,585 | | ) | | (10,140 | | ) | | — | | |
| Sales of noncontrolling interests | | — | | | — | | | | 11,899 | | | | — | | | | — | | | | — | | | | 720 | | | | 12,619 | | | | (9,652 | | ) |
| Cash distributions | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (24,693 | | ) | | (24,693 | | ) | | (5,953 | | ) |
| Other | | — | | | — | | | | — | | | | — | | | | — | | | | — | | | | (5,182 | | ) | | (5,182 | | ) | | 2,215 | | |
| Net income (loss) | | — | | | — | | | | — | | | | (32,508 | | ) | | — | | | | — | | | | 24,931 | | | | (7,577 | | ) | | (8,192 | | ) |
| Amortization | 305,900 | | | | 264,363 | | | | 263,093 | | |
| Other, net | 67 | | | | (3,587 | | ) | | (11,525 | | ) |
| Increase in prepaid expenses and other assets | (239,065 | | ) | | (129,748 | | ) | | (122,872 | | ) |
| Net cash provided by operating activities | 623,006 | | | | 597,490 | | | | 307,854 | | |
| Other, net | 14,062 | | | | 11,357 | | | | 3,839 | | |
| Contributions from noncontrolling interests | 10,671 | | | | 88 | | | | 711 | | |
| Other, net | (5,452 | | ) | | (14,019 | | ) | | (7,652 | | ) |
| Net increase (decrease) in cash and cash equivalents | 298,731 | | | | 223,466 | | | | (78,904 | | ) |
| Cash and cash equivalents at beginning of period | 1,526,591 | | | | 1,303,125 | | | | 1,382,029 | | |
| Cash and cash equivalents at end of period | $ | 1,825,322 | | | $ | 1,526,591 | | | $ | 1,303,125 | |
Amortization of these non-recoupable ticketing contract advances is included in depreciation and amortization in the statements of operations.
Indefinite-lived intangibles are not subject to amortization, but are reviewed for impairment at least annually.
The second step that the Company uses to evaluate goodwill for impairment and measure impairment, if any, involves the determination of the fair value of the Company’s reporting units.
It is important to note that items such as depreciation, amortization and stock-based compensation expense are not part of cash flows which is more akin to the Company’s AOI metric.
The Company recognizes gains or losses upon the issuance of securities by any of its equity method investees.
The Company used the simplified method as it did not believe its historical experience provided a reasonable basis with which to estimate the expected term due to the impact of a number of divestitures after its inception, the varying vesting terms of awards issued since the Company’s inception and the impact from the type and amount of awards converted pursuant to the Company’s merger with Ticketmaster Entertainment LLC.
In March 2016, the FASB issued guidance clarifying that the assessment of whether an embedded contingent put or call option is clearly and closely related to the debt instrument only requires an analysis pursuant to the four-step decision sequence outlined in the guidance for embedded derivatives.
The guidance should be applied to existing debt instruments using a modified retrospective method as of the beginning of the period of adoption.
In October 2016, the FASB issued guidance that requires a single decision maker evaluating whether it is the primary beneficiary of a variable interest entity to consider its indirect interests held by related parties that are under common control on a proportionate basis as opposed to considering those interests in their entirety as required by current guidance.
The guidance should be applied retrospectively.
In December 2016, the FASB issued guidance making technical corrections and improvements, which includes an update clarifying how to account for arrangements that include a license to use internal-use software acquired from third parties.
The guidance for this specific technical correction should be applied prospectively.
In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge.
Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value.
The guidance should be applied prospectively to goodwill impairment tests performed within the period of adoption.
An excerpt. Shown here: 40 of 442 rewritten, 40 of 357 added and 40 of 199 removed. The counts are complete. For every sentence, read Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA in the FY2018 filing and the FY2017 filing.
Item 9A. CONTROLS AND PROCEDURES
7 rewritten, 1 added, 2 removed, 27 unchanged
Based on their evaluation as of December 31, [removed: 2017,] [added: 2018,] 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: 2017.][added: 2018.]
We have audited Live Nation Entertainment, Inc.’s internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal [removed: Control-lntegrated] [added: Control-Integrated] Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
In our opinion, Live Nation Entertainment, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the [removed: 2017] [added: 2018] consolidated financial statements of the Company, and our report dated February [removed: 27, 2018] [added: 28, 2019] expressed an unqualified opinion thereon.
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 [removed: US.][added: U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.]
/s/ Ernst & Young [added: LLP]
February 28, 2019
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
February 27, 2018
Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
9 rewritten, 0 added, 0 removed, 19 unchanged
| [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#sD14655379F1EE6770B26B4D29350193F)] [added: 2017](#s61590C15C5936AC80E6C0093EE31D475)] | [removed: [50](#sD14655379F1EE6770B26B4D29350193F)] [added: [50](#s61590C15C5936AC80E6C0093EE31D475)] |
| [Consolidated Statements of Operations for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s0F0B3410C0A85CE43CE9B4D2939C5400)] [added: 2016](#sE82CE98D7F0B2EACA7BF0093EEBCCC3E)] | [removed: [51](#s0F0B3410C0A85CE43CE9B4D2939C5400)] [added: [51](#sE82CE98D7F0B2EACA7BF0093EEBCCC3E)] |
| [Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s55390E31BA3F3D801AEDB4D293D2B1C5)] [added: 2016](#s239ECAAC3A9660041F6A0093EF14AF3E)] | [removed: [52](#s55390E31BA3F3D801AEDB4D293D2B1C5)] [added: [52](#s239ECAAC3A9660041F6A0093EF14AF3E)] |
| [Consolidated Statements of Changes in Equity for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s3CF5378BBF953BA0708AB4D293DF38F4)] [added: 2016](#sE5729D1260137A1460500093EF33DB76)] | [removed: [53](#s3CF5378BBF953BA0708AB4D293DF38F4)] [added: [53](#sE5729D1260137A1460500093EF33DB76)] |
| [Consolidated Statements of Cash Flows for the Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s7F7BC5F6B62D729A49C2B4D29467E834)] [added: 2016](#s74405A023DA62C75B3620093F0D06255)] | [removed: [54](#s7F7BC5F6B62D729A49C2B4D29467E834)] [added: [54](#s74405A023DA62C75B3620093F0D06255)] |
| [Notes to Consolidated Financial [removed: Statements](#s5493B3B9024EE4049206B4D2B551F041)] [added: Statements](#s258507D65F1CEDE4F81D009425F7AB81)] | [removed: [55](#s5493B3B9024EE4049206B4D2B551F041)] [added: [55](#s258507D65F1CEDE4F81D009425F7AB81)] |
The following financial statement schedule for the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] 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 [removed: audited] [added: unaudited] financial statements of Venta de Boletos por Computadora S.A. de C.V., for the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016.][added: 2017.]
We expect to file those financial statements by amendment to our Annual Report on Form10-K/A on or before June 30, [removed: 2018.][added: 2019.]
Item 16. FORM 10-K SUMMARY
47 rewritten, 19 added, 10 removed, 118 unchanged
(1) During [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments.
| 10.13 § | [Employment Agreement, [removed: dated October 21, 2009, among Live Nation, Inc.,] [added: entered into December 15, 2017, by and between] Live Nation [removed: Worldwide,] [added: Entertainment,] Inc. and Michael [removed: Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000129993309004149/exhibit1.htm)] [added: Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex101.htm)] | 8-K | 001-32601 | 10.1 | [removed: 10/22/2009] [added: 12/18/2017] | Live Nation | |
| [removed: 10.14] [added: 10.20] § | [First Amendment to Employment Agreement, [removed: dated] [added: effective] December [removed: 27, 2012 by and] [added: 31, 2008,] between Live Nation [removed: Entertainment,] [added: Worldwide,] Inc. and [removed: Michael Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000119312513077102/d466140dex1029.htm)] [added: Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312509045320/dex1030.htm)] | [removed: 8-K] [added: 10-K] | 001-32601 | [removed: 10.29] [added: 10.30] | [removed: 2/26/2013] [added: 3/5/2009] | Live Nation | |
| [removed: 10.15] [added: 10.14] § | [removed: [Employment] [added: [Performance Share Award] Agreement, entered into December 15, 2017, by and between Live Nation Entertainment, Inc. and Michael [removed: Rapino.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex101.htm)] [added: Rapino](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex102.htm).] | [removed: 8-K] [added: 10-K] | 001-32601 | [removed: 10.1] [added: 10.2] | 12/18/2017 | Live Nation | |
| 10.16 § | [Performance Share Award [removed: Agreement,] [added: Agreement] entered into December [removed: 15,] [added: 19,] 2017, by and between Live Nation Entertainment, Inc. and [removed: Michael Rapino](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000155/lyv-20171215xex102.htm).] [added: Joe Berchtold.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex102.htm)] | [removed: 10-K] [added: 8-K] | 001-32601 | 10.2 | [removed: 12/18/2017] [added: 12/20/2017] | Live Nation | |
| 10.17 § | [Employment Agreement, effective [added: as of] January 1, [removed: 2014,] [added: 2018, by and] between Live Nation Entertainment, Inc. and [removed: Joe Berchtold.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000027/lyv-20131231xex1024.htm)] [added: Michael Rowles.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex103.htm)] | [removed: 10-K] [added: 8-K] | 001-32601 | [removed: 10.24] [added: 10.3] | [removed: 2/24/2014] [added: 12/20/2017] | Live Nation | |
| [removed: 10.18] [added: 10.15] § | [Employment Agreement, effective as of January 1, 2018, by and between Live Nation Entertainment, Inc. and Joe Berchtold](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex101.htm). | 8-K | 001-32601 | 10.1 | 12/20/2017 | Live Nation | |
| [removed: 10.19] [added: 10.18] § | [removed: [Performance Share Award Agreement made] [added: [Employment Agreement, effective] as of [removed: December 19, 2017,] [added: January 1, 2018,] by and between Live Nation Entertainment, Inc. and [removed: Joe Berchtold.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex102.htm)] [added: Elizabeth K. (Kathy) Willard.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex104.htm)] | 8-K | 001-32601 | [removed: 10.2] [added: 10.4] | 12/20/2017 | Live Nation | |
| [removed: 10.20] [added: 10.19] § | [Employment Agreement, effective [removed: January 1, 2014,] [added: December 17, 2007,] between Live Nation [removed: Entertainment,] [added: Worldwide,] Inc. and [removed: Michael Rowles.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000027/lyv-20131231xex1017.htm)] [added: Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312508170244/dex104.htm)] | [removed: 10-K] [added: 10-Q] | 001-32601 | [removed: 10.17] [added: 10.4] | [removed: 2/24/2014] [added: 8/7/2008] | Live Nation | |
| [removed: 10.21] [added: 10.22] § | [removed: [Employment Agreement, effective as] [added: [Third Amendment to Confirmation] of [added: Employment and Compensation Arrangement, effective] January 1, [removed: 2018,] [added: 2017,] by and between Live Nation [removed: Entertainment,] [added: Worldwide,] Inc. and [removed: Michael Rowles.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex103.htm)] [added: Brian J. Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex101.htm)] | [removed: 8-K] [added: 10-Q] | 001-32601 | [removed: 10.3] [added: 10.1] | [removed: 12/20/2017] [added: 8/9/2017] | Live Nation | |
| [removed: 10.22] [added: 10.21] § | [removed: [Employment] [added: [Second Amendment to Employment] Agreement, effective [removed: January 1, 2014,] [added: October 22, 2009,] between Live Nation [removed: Entertainment,] [added: Worldwide,] Inc. and [removed: Kathy Willard](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000027/lyv-20131231xex1019.htm).] [added: Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510040804/dex1055.htm)] | 10-K | 001-32601 | [removed: 10.19] [added: 10.55] | [removed: 2/24/2014] [added: 2/25/2010] | Live Nation | |
| [removed: 10.28] [added: 10.23] | [Credit Agreement entered into as of May 6, 2010, among Live Nation Entertainment, Inc., the Foreign Borrowers party thereto, the Guarantors identified therein, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Agent and J.P. Morgan Europe Limited, as London Agent.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510179526/dex104.htm) | 10-Q | 001-32601 | 10.4 | 8/5/2010 | Live Nation | |
| [removed: 10.29] [added: 10.24] | [Amendment No. 1, to the Credit Agreement, dated as of June 29, 2012, entered into by and among Live Nation Entertainment, Inc., the relevant Credit Parties identified therein, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.](http://www.sec.gov/Archives/edgar/data/1335258/000119312512341040/d377556dex102.htm) | 10-Q | 001-32601 | 10.2 | 8/7/2012 | Live Nation | |
| [removed: 10.30] [added: 10.25] | [Amendment No. 2 to the Credit Agreement, dated as of August 16, 2013, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the Lenders, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent and J.P. Morgan Europe Limited, as London agent.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000049/lyv-2014331xex102.htm) | 10-Q | 001-32601 | 10.2 | 5/6/2014 | Live Nation | |
| [removed: 10.31] [added: 10.26] | [Amendment No. 3 to the Credit Agreement, dated as of October 31, 2016, entered into by and among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1026.htm) | 10-K | 001-32601 | 10.26 | 2/23/2017 | Live Nation | |
| [removed: 10.32] [added: 10.27] | [Amendment No. 4 to the Credit Agreement, dated June 27, 2017, entered into by Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J. P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex102.htm) | 10-Q | 001-32601 | 10.2 | 8/9/2017 | Live Nation | |
| [removed: 10.33] [added: 10.29] | [Incremental Term Loan Joinder Agreement No. 1, dated August 20, 2012, by and among Live Nation Entertainment, Inc., JPMorganChase Bank, N.A., as administrative agent, each Incremental Term Loan Lender defined therein and the relevant Credit Parties identified therein.](http://www.sec.gov/Archives/edgar/data/1335258/000119312512451958/d406890dex102.htm) | 10-Q | 001-32601 | 10.2 | 11/5/2012 | Live Nation | |
| [removed: 10.34] [added: 10.30] | [Indenture, dated as of May 23, 2014, among Live Nation Entertainment, Inc., the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000106/lyv-2014630xex101.htm) | 10-Q | 001-32601 | 10.1 | 7/31/2014 | Live Nation | |
| [removed: 10.35] [added: 10.31] | [First Supplemental Indenture, dated as of August 27, 2014, among Live Nation Entertainment, Inc., Ticketstoday, LLC, the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000123/lyv-2014930xex101.htm) | 10-Q | 001-32601 | 10.1 | 10/30/2014 | Live Nation | |
| [removed: 10.36] [added: 10.32] | [Second Supplemental Indenture, dated as of October 31, 2014, among Live Nation Entertainment, Inc., EXMO, Inc., Artist Nation Management, Inc., Guyo Entertainment, Inc., the Existing Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000026/lyv-20141231xex1033.htm) | 10-K | 001-32601 | 10.33 | 2/26/2015 | Live Nation | |
| [removed: 10.37] [added: 10.33] | [Third Supplemental Indenture, dated as of March 27, 2015 among Live Nation Entertainment, Inc., Country Nation, LLC, the Existing Guarantors Party thereto and The Bank of New York Mellon Trust Company N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000047/lyv-2015331xex101.htm) | 10-Q | 001-32601 | 10.1 | 4/30/2015 | Live Nation | |
| [removed: 10.38] [added: 10.34] | [Fourth Supplemental Indenture, dated as of August 13, 2015, among Live Nation Entertainment, Inc., the guarantors listed in Appendix I thereto, FG Acquisition Co, LLC, Front Gate Holdings, LLC and Front Gate Ticketing Solutions, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525815000127/lyv-2015930xex102.htm) | 10-Q | 001-32601 | 10.2 | 10/29/2015 | Live Nation | |
| [removed: 10.39] [added: 10.35] | [Fifth Supplemental Indenture, dated as of October 31, 2016, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1042.htm) | 10-K | 001-32601 | 10.42 | 2/23/2017 | Live Nation | |
| [removed: 10.40] [added: 10.36] | [Sixth Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000068/lyv-2017331xex102.htm) | 10-Q | 001-32601 | 10.2 | 5/4/2017 | Live Nation | |
| [removed: 10.41] [added: 10.38] | [Indenture, dated as of May 23, 2014, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525814000106/lyv-2014630xex102.htm) | 10-Q | 001-32601 | 10.2 | 7/31/2014 | Live Nation | |
| [removed: 10.42] [added: 10.39] | [Indenture, dated as of October 31, 2016, by and among Live Nation Entertainment, Inc. the Guarantors defined therein and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000031/lyv-20161231xex1044.htm) | 10-K | 001-32601 | 10.44 | 2/23/2017 | Live Nation | |
| [removed: 10.43] [added: 10.40] | [First Supplemental Indenture, dated as of April 7, 2017, among Live Nation Entertainment, Inc., the Guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000068/lyv-2017331xex101.htm) | 10-Q | 001-32601 | 10.1 | 5/4/2017 | Live Nation | |
| 14.1 | [Code of Business Conduct and [removed: Ethics.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex141.htm)] [added: Ethics.](https://www.sec.gov/Archives/edgar/data/1335258/000133525819000024/lyv-20181231xex141.htm)] | | | | | | X |
| 21.1 | [Subsidiaries of the [removed: Company.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex211.htm)] [added: Company.](https://www.sec.gov/Archives/edgar/data/1335258/000133525819000024/lyv-20181231xex211.htm)] | | | | | | X |
| 23.1 | [Consent of Ernst & Young [removed: LLP.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex231.htm)] [added: LLP.](https://www.sec.gov/Archives/edgar/data/1335258/000133525819000024/lyv-20181231xex231.htm)] | | | | | | X |
| 31.1 | [Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex311.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525819000024/lyv-20181231xex311.htm)] | | | | | | X |
| 31.2 | [Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex312.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525819000024/lyv-20181231xex312.htm)] | | | | | | X |
| 32.1 | [Section 1350 Certification of Chief Executive [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex321.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525819000024/lyv-20181231xex321.htm)] | | | | | | X |
| 32.2 | [Section 1350 Certification of Chief Financial [removed: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex322.htm)] [added: Officer.](https://www.sec.gov/Archives/edgar/data/1335258/000133525819000024/lyv-20181231xex322.htm)] | | | | | | X |
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 27, 2018.][added: 28, 2019.]
| /s/ Michael Rapino Michael Rapino | | President, Chief Executive Officer and Director | | February [removed: 27, 2018] [added: 28, 2019] |
| /s/ Kathy Willard Kathy Willard | | Chief Financial Officer | | February [removed: 27, 2018] [added: 28, 2019] |
| /s/ Brian Capo Brian Capo | | Chief Accounting Officer | | February [removed: 27, 2018] [added: 28, 2019] |
| /s/ Mark Carleton Mark Carleton | | Director | | February [removed: 27, 2018] [added: 28, 2019] |
| /s/ Ariel Emanuel Ariel Emanuel | | Director | | February [removed: 27, 2018] [added: 28, 2019] |
| Year ended December 31, 2018 | | $ | 32,755 | | | $ | 21,378 | | | $ | (19,777 | ) | | $ | (131 | ) | (1) | $ | 34,225 | |
| Year ended December 31, 2018 | | $ | 596,437 | | | $ | (8,845 | ) | | $ | — | | | $ | (56,950 | ) | | $ | 530,642 | |
The 2018 valuation allowance was also reduced for decreases in fully valued deferred tax assets, primarily United States foreign tax credits utilized to offset the transition tax liability under the provisions of the TCJA and declining net operating loss carryforwards due to improved profitability.
| 2.1 | [Share Subscription Agreement and Other Covenants entered into as of May 1, 2018, by and among Live Nation Entertainment, Inc., Live Nation International Holdings B.V., Rock City, S.A., and Roberto Medina and certain other shareholders of Rock City, S.A.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000069/lyv_20180510x8kxex21.htm) | 8-K | 001-32601 | 2.1 | 5/10/2018 | Live Nation | |
| 10.28 | [Amendment No. 5 to the Credit Agreement, dated as of March 28, 2018, among Live Nation Entertainment, Inc., the Guarantors identified therein, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian agent, J.P. Morgan Europe Limited, as London agent and the lenders from time to time party thereto.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex103.htm) | 10-Q | 001-32601 | 10.3 | 5/3/2018 | Live Nation | |
| 10.37 | [Seventh Supplemental Indenture, entered into as of March 20, 2018, among Live Nation Entertainment, Inc., the Guarantor party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex105.htm) | 10-Q | 001-32601 | 10.5 | 5/3/2018 | Live Nation | |
| 10.41 | [Second Supplemental Indenture, entered into as of March 20, 2018, among Live Nation Entertainment, Inc., the Guarantors identified therein, and the Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex104.htm) | 10-Q | 001-32601 | 10.4 | 5/3/2018 | Live Nation | |
| 10.42 | [Indenture, dated as of March 20, 2018, by and among Live Nation Entertainment, Inc., the Guarantors defined therein, and The Bank of New York Mellon Trust Company, N.A., as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex101.htm) | 10-Q | 001-32601 | 10.1 | 5/3/2018 | Live Nation | |
| 10.43 | [Indenture, dated as of March 20, 2018, between Live Nation Entertainment, Inc., and HSBC Bank USA, National Association, as trustee.](http://www.sec.gov/Archives/edgar/data/1335258/000133525818000064/lyv-2018331xex102.htm) | 10-Q | 001-32601 | 10.2 | 5/3/2018 | Live Nation | |
| | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | |
| | | Incorporated by Reference | | | | | |
| Exhibit No. | Exhibit Description | Form | File No. | Exhibit No. | Filing Date | Filed By | Filed Herewith |
| /s/ Maverick Carter Maverick Carter | | Director | | February 28, 2019 |
| /s/ Ping Fu Ping Fu | | Director | | February 28, 2019 |
| | | | | |
| | | | | |
| /s/ Dana Walden Dana Walden | | Director | | February 28, 2019 |
| Year ended December 31, 2015 | | $ | 17,489 | | | $ | 19,525 | | | $ | (18,703 | ) | | $ | (1,143 | ) | (1) | $ | 17,168 | |
| Year ended December 31, 2015 | | $ | 593,305 | | | $ | 7,116 | | | $ | — | | | $ | 57,683 | | | $ | 658,104 | |
| 10.23 § | [Employment Agreement, effective as of January 1, 2018 by and between Live Nation Entertainment, Inc. and Elizabeth K. (Kathy) Willard.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000166/lyv-20171219x8kex104.htm) | 8-K | 001-32601 | 10.4 | 12/20/2017 | Live Nation | |
| 10.24 § | [Employment Agreement, effective December 17, 2007, between Live Nation Worldwide, Inc. and Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312508170244/dex104.htm) | 10-Q | 001-32601 | 10.4 | 8/7/2008 | Live Nation | |
| 10.25 § | [First Amendment to Employment Agreement, effective December 31, 2008, between Live Nation Worldwide, Inc. and Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312509045320/dex1030.htm) | 10-K | 001-32601 | 10.30 | 3/5/2009 | Live Nation | |
| 10.26 § | [Second Amendment to Employment Agreement, effective October 22, 2009, between Live Nation Worldwide, Inc. and Brian Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000119312510040804/dex1055.htm) | 10-K | 001-32601 | 10.55 | 2/25/2010 | Live Nation | |
| 10.27 § | [Third Amendment to Confirmation of Employment and Compensation Arrangement, effective January 1, 2017, by and between Live Nation Worldwide, Inc. and Brian J. Capo.](http://www.sec.gov/Archives/edgar/data/1335258/000133525817000116/lyv-2017630xex101.htm) | 10-Q | 001-32601 | 10.1 | 8/9/2017 | Live Nation | |
| 12.1 | [Computation of Ratio of Earnings to Fixed Charges.](https://www.sec.gov/Archives/edgar/data/1335258/000133525818000023/lyv-20171231xex121.htm) | | | | | | X |
| /s/ Jonathan Dolgen Jonathan Dolgen | | Director | | February 27, 2018 |
| /s/ Margaret L. Johnson Margaret L. Johnson | | Director | | February 27, 2018 |
An excerpt. Shown here: 40 of 47 rewritten, all 19 added and all 10 removed. The counts are complete. For every sentence, read Item 16. FORM 10-K SUMMARY in the FY2018 filing and the FY2017 filing.