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Live Nation Entertainment, Inc. - Quarter Report: 2017 September (Form 10-Q)

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________ 
Form 10-Q
____________________________________ 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2017
or
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                
Commission File Number 001-32601
____________________________________ 
LIVE NATION ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
____________________________________ 
Delaware
 
20-3247759
(State of Incorporation)
 
(I.R.S. Employer Identification No.)
9348 Civic Center Drive
Beverly Hills, CA 90210
(Address of principal executive offices, including zip code)
(310) 867-7000
(Registrant’s telephone number, including area code)
____________________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    x  Yes    ¨  No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
Accelerated filer
 
¨
 
 
 
 
 
 
Non-accelerated filer
 
¨  (Do not check if a smaller reporting company)
Smaller reporting company
 
¨
 
 
 
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    ¨  Yes    x  No
On October 26, 2017, there were 206,799,926 outstanding shares of the registrant’s common stock, $0.01 par value per share, including 1,102,852 shares of unvested restricted stock awards and excluding 408,024 shares held in treasury.
 


Table of Contents

LIVE NATION ENTERTAINMENT, INC.
INDEX TO FORM 10-Q

 
 
Page
PART I—FINANCIAL INFORMATION
 
 
 
 
 
 
PART II—OTHER INFORMATION
 


Table of Contents

LIVE NATION ENTERTAINMENT, INC.
GLOSSARY OF KEY TERMS 
    
AOCI
Accumulated other comprehensive income (loss)
AOI
Adjusted operating income (loss)
Company
Live Nation Entertainment, Inc. and subsidiaries
FASB
Financial Accounting Standards Board
GAAP
United States Generally Accepted Accounting Principles
Live Nation
Live Nation Entertainment, Inc. and subsidiaries
SEC
United States Securities and Exchange Commission
Ticketmaster
The ticketing business of the Company

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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements
LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 
September 30,
2017
 
December 31,
2016
 
(in thousands)
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
1,801,013

 
$
1,526,591

Accounts receivable, less allowance of $31,693 and $29,634, respectively
991,215

 
568,936

Prepaid expenses
714,176

 
528,250

Other current assets
57,225

 
49,774

Total current assets
3,563,629

 
2,673,551

Property, plant and equipment
 
 
 
Land, buildings and improvements
928,643

 
838,545

Computer equipment and capitalized software
582,445

 
524,571

Furniture and other equipment
297,654

 
256,765

Construction in progress
129,082

 
125,430

 
1,937,824

 
1,745,311

Less accumulated depreciation
1,093,010

 
993,775

 
844,814

 
751,536

Intangible assets
 
 
 
Definite-lived intangible assets, net
756,909

 
812,031

Indefinite-lived intangible assets
369,003

 
368,766

Goodwill
1,764,512

 
1,747,088

Other long-term assets
511,657

 
411,294

Total assets
$
7,810,524

 
$
6,764,266

LIABILITIES AND EQUITY
 
 
 
Current liabilities
 
 
 
Accounts payable, client accounts
$
860,424

 
$
726,475

Accounts payable
93,043

 
55,030

Accrued expenses
1,227,613

 
781,494

Deferred revenue
909,037

 
804,973

Current portion of long-term debt, net
71,674

 
53,317

Other current liabilities
51,086

 
39,055

Total current liabilities
3,212,877

 
2,460,344

Long-term debt, net
2,240,461

 
2,259,736

Deferred income taxes
202,049

 
197,811

Other long-term liabilities
170,318

 
149,791

Commitments and contingent liabilities


 


Redeemable noncontrolling interests
370,277

 
347,068

Stockholders’ equity
 
 
 
Common stock
2,060

 
2,034

Additional paid-in capital
2,390,224

 
2,381,011

Accumulated deficit
(888,579
)
 
(1,073,457
)
Cost of shares held in treasury
(6,865
)
 
(6,865
)
Accumulated other comprehensive loss
(117,866
)
 
(176,707
)
Total Live Nation stockholders’ equity
1,378,974

 
1,126,016

Noncontrolling interests
235,568

 
223,500

Total equity
1,614,542

 
1,349,516

Total liabilities and equity
$
7,810,524

 
$
6,764,266


See Notes to Consolidated Financial Statements
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Table of Contents

LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
(in thousands except share and per share data)
Revenue
$
3,559,418

 
$
3,170,416

 
$
7,791,292

 
$
6,557,390

Operating expenses:
 
 
 
 
 
 
 
Direct operating expenses
2,732,926

 
2,428,003

 
5,801,300

 
4,817,894

Selling, general and administrative expenses
475,864

 
414,412

 
1,293,557

 
1,126,452

Depreciation and amortization
109,352

 
104,862

 
305,817

 
295,241

Loss (gain) on disposal of operating assets
37

 
253

 
(507
)
 
(1
)
Corporate expenses
39,892

 
31,600

 
97,711

 
85,649

Operating income
201,347

 
191,286

 
293,414

 
232,155

Interest expense
26,627

 
25,249

 
80,564

 
75,965

Interest income
(1,471
)
 
(625
)
 
(3,447
)
 
(1,831
)
Equity in losses (earnings) of nonconsolidated affiliates
816

 
17,471

 
(2,060
)
 
17,184

Other expense (income), net
920

 
2,606

 
(5,388
)
 
1,412

Income before income taxes
174,455

 
146,585

 
223,745

 
139,425

Income tax expense
25,685

 
13,824

 
42,190

 
26,157

Net income
148,770

 
132,761

 
181,555

 
113,268

Net income (loss) attributable to noncontrolling interests
12,377

 
21,682

 
(3,323
)
 
8,966

Net income attributable to common stockholders of Live Nation
$
136,393

 
$
111,079

 
$
184,878

 
$
104,302

 
 
 
 
 
 
 
 
Basic net income per common share available to common stockholders of Live Nation
$
0.56

 
$
0.51

 
$
0.65

 
$
0.35

Diluted net income per common share available to common stockholders of Live Nation
$
0.53

 
$
0.49

 
$
0.62

 
$
0.34

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
205,287,843

 
202,118,412

 
204,574,742

 
201,904,305

Diluted
223,132,186

 
217,690,217

 
213,886,452

 
208,855,401

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reconciliation to net income available to common stockholders of Live Nation:
 
 
 
 
Net income attributable to common stockholders of Live Nation
$
136,393

 
$
111,079

 
$
184,878

 
$
104,302

Accretion of redeemable noncontrolling interests
(21,397
)
 
(8,576
)
 
(52,811
)
 
(33,204
)
Net income available to common stockholders of Live Nation—basic
$
114,996

 
$
102,503

 
$
132,067

 
$
71,098

Convertible debt interest, net of tax
3,336

 
3,274

 

 

Net income available to common stockholders of Live Nation—diluted
$
118,332

 
$
105,777

 
$
132,067

 
$
71,098

 
 
 
 
 
 
 
 

See Notes to Consolidated Financial Statements
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LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
(in thousands)
Net income
$
148,770

 
$
132,761

 
$
181,555

 
$
113,268

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Foreign currency translation adjustments
18,268

 
(7,869
)
 
58,761

 
(32,616
)
Other

 

 
80

 

Comprehensive income
167,038

 
124,892

 
240,396

 
80,652

Comprehensive income (loss) attributable to noncontrolling interests
12,377

 
21,682

 
(3,323
)
 
8,966

Comprehensive income attributable to common stockholders of Live Nation
$
154,661

 
$
103,210

 
$
243,719

 
$
71,686


See Notes to Consolidated Financial Statements
4

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LIVE NATION ENTERTAINMENT, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Net income
$
181,555

 
$
113,268

Reconciling items:
 
 
 
Depreciation
107,530

 
104,100

Amortization
198,287

 
191,141

Deferred income tax benefit
(9,901
)
 
(14,096
)
Amortization of debt issuance costs, discounts and premium, net
9,836

 
7,823

Non-cash compensation expense
23,921

 
25,237

Unrealized changes in fair value of contingent consideration
12,198

 
(5,844
)
Equity in losses (earnings) of nonconsolidated affiliates, net of distributions
5,333

 
25,742

Provision for uncollectible receivables and advances
7,226

 
12,743

Other, net
3,158

 
(250
)
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
 
 
 
Increase in accounts receivable
(394,753
)
 
(345,343
)
Increase in prepaid expenses and other assets
(280,241
)
 
(173,683
)
Increase in accounts payable, accrued expenses and other liabilities
536,944

 
295,025

Increase (decrease) in deferred revenue
16,169

 
(116,347
)
Net cash provided by operating activities
417,262

 
119,516

CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Advances of notes receivable
(10,943
)
 
(11,051
)
Investments made in nonconsolidated affiliates
(22,157
)
 
(18,628
)
Purchases of property, plant and equipment
(184,499
)
 
(119,740
)
Cash paid for acquisitions, net of cash acquired
(18,809
)
 
(113,065
)
Other, net
909

 
2,310

Net cash used in investing activities
(235,499
)
 
(260,174
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
Proceeds from long-term debt, net of debt issuance costs
59,313

 
6,881

Payments on long-term debt
(84,608
)
 
(28,795
)
Distributions to noncontrolling interests
(22,877
)
 
(25,279
)
Purchases and sales of noncontrolling interests, net
(10,730
)
 
(32,266
)
Proceeds from exercise of stock options
44,746

 
5,676

Payments for deferred and contingent consideration
(14,149
)
 
(21,809
)
Other, net
2,642

 
(14,108
)
Net cash used in financing activities
(25,663
)
 
(109,700
)
Effect of exchange rate changes on cash and cash equivalents
118,322

 
(13,061
)
Net increase (decrease) in cash and cash equivalents
274,422

 
(263,419
)
Cash and cash equivalents at beginning of period
1,526,591

 
1,303,125

Cash and cash equivalents at end of period
$
1,801,013

 
$
1,039,706




See Notes to Consolidated Financial Statements
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LIVE NATION ENTERTAINMENT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1—BASIS OF PRESENTATION AND OTHER INFORMATION
Preparation of Interim Financial Statements
The accompanying unaudited consolidated financial statements have been prepared in accordance with GAAP for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X issued by the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, they include all normal and recurring accruals and adjustments necessary to present fairly the results of the interim periods shown.
The financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2016 Annual Report on Form 10-K filed with the SEC on February 23, 2017, as amended by the Form 10-K/A filed with the SEC on June 23, 2017.
Seasonality
Due to the seasonal nature of shows at outdoor amphitheaters and festivals, which primarily occur from May through October, the Concerts and Sponsorship & Advertising segments experience higher revenue during the second and third quarters. The Ticketing segment’s revenue is impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by its clients. The Company’s seasonality also results in higher balances in cash and cash equivalents, accounts receivable, prepaid expenses, accrued expenses and deferred revenue at different times in the year. Therefore, the results to date are not necessarily indicative of the results expected for the full year.
Cash and Cash Equivalents
Included in the September 30, 2017 and December 31, 2016 cash and cash equivalents balance is $639.9 million and $591.0 million, respectively, of cash received that includes the face value of tickets sold on behalf of ticketing clients and their share of service charges, which amounts are to be remitted to the clients.
Acquisitions
During the first nine months of 2017, the Company completed several acquisitions that were accounted for as business combinations under the acquisition method of accounting. These acquisitions were not significant either on an individual basis or in the aggregate.
Income Taxes
Each reporting period, the Company evaluates the realizability of all of its deferred tax assets in each tax jurisdiction. As of September 30, 2017, the Company continued to maintain a full valuation allowance against its net deferred tax assets in certain jurisdictions due to cumulative pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for losses incurred in those tax jurisdictions for the first nine months of 2017 and 2016.
Accounting Pronouncements - Recently Adopted
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. The Company adopted this guidance on January 1, 2017, and the adoption did not have an impact on its financial position or results of operations.
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. The Company adopted this guidance on January 1, 2017, and the adoption did not have an impact on its financial position or results of operations.
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. The Company adopted this guidance on January 1, 2017, and the adoption did not have a material effect on its financial position or results of operations.


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Accounting Pronouncements - Not Yet Adopted
Revenue Recognition
In May 2014, the FASB issued a comprehensive new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The new standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. The FASB continues to issue important guidance clarifying certain guidelines of the standard including (1) reframing the indicators in the principal versus agent guidance to focus on evidence that a company is acting as a principal rather than agent and (2) identifying performance obligations and licensing. The standard is effective for annual periods beginning after December 15, 2017 and interim periods within that year. Early adoption of the standard is only permitted for annual periods beginning after December 15, 2016 and interim periods within that year. The guidance should be applied retrospectively, either to each prior period presented in the financial statements, or only to the most current reporting period presented in the financial statements with a cumulative-effect adjustment as of the date of adoption.
To assess the impact of the standard, the Company has dedicated certain of its personnel to lead the implementation effort and has supplemented them with additional external resources. These personnel reviewed the amended guidance and subsequent clarifications and attended multiple training sessions in order to understand the potential impact the new standard could have on the Company’s revenue streams. Surveys were sent to and completed by divisional finance managers in order to obtain a more detailed understanding of the contracts within each division and follow-up meetings with these divisions were then conducted. Based on the results of these surveys and meetings, the Company judgmentally selected a sample of contracts based on size and complexity and ensuring all major revenue streams were represented. The Company has completed its review of all the selected contracts and has compiled and summarized the results for its final review and analysis.
Based on the procedures performed to date, the Company believes it has identified all material contract types and costs that may be impacted by the new guidance and it is nearing the completion of its assessment. The Concerts segment, representing approximately 70% of the Company’s 2016 consolidated revenue, is not expected to experience a change in its revenue recognition as the Company believes this revenue should continue to be deferred until the event date under the new standard. For the Ticketing segment, representing approximately 22% of 2016 consolidated revenue, the Company has concluded that it will no longer present payments to certain third parties as an expense and will begin reflecting these payments as a reduction of revenue. The Company is reviewing the payments that will be reflected as a reduction of revenue and expects to finalize the impact this change will have on both the Company's consolidated revenue and its Ticketing segment's revenue in the fourth quarter of 2017. The timing of revenue recognition is not expected to change for the Ticketing business. The remaining revenue streams of the Company are not expected to be impacted by the new guidance.
The Company will finalize its conclusions in 2017 and ensure that it can produce the data necessary for the required disclosures along with assessing changes to internal controls and processes that may be required to comply with the new revenue recognition and disclosure requirements. The Company will adopt this standard on January 1, 2018, applying it retrospectively to each prior period presented in the financial statements.
Other Pronouncements
In January 2016, the FASB issued amendments for the recognition, measurement, presentation and disclosure of financial instruments. Among other things, the guidance requires equity investments that do not result in consolidation and are not accounted for under the equity method to be measured at fair value with any change in fair value recognized in net income unless the investments do not have readily determinable fair values. The amendments are effective for annual periods beginning after December 15, 2017 and interim periods within that year. Early adoption is not permitted for most of the amendments. The amendments are to be applied through a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption with the exception of equity investments without readily determinable fair values, which will be applied prospectively. The Company will adopt this guidance on January 1, 2018, and does not expect the adoption to have a material impact on its financial position and results of operations.
In February 2016, the FASB issued guidance that requires lessees to recognize most leases on their balance sheet as a lease liability and a right-of-use asset, and to disclose key information about leasing arrangements. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within that year, and early adoption is permitted. The guidance should be applied on a modified retrospective basis. The Company expects to adopt this guidance on January 1, 2019, and is currently evaluating the impact that this guidance will have on its financial position and results of operations.
In October 2016, the FASB issued guidance that requires companies to recognize the income tax effects of intercompany sales and transfers of assets, other than inventory, in the period in which the transfer occurs. That is a change from current guidance which requires companies to defer the income tax effects of intercompany transfers of assets until the asset has been

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sold to an outside party or otherwise recognized. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within that year, and early adoption is permitted. The guidance should be applied on a modified retrospective basis. The Company expects to adopt this guidance on January 1, 2018, and the adoption will not impact its financial position or results of operations.
In January 2017, the FASB issued guidance that changes the definition of a business to assist entities with evaluating when a set of transferred assets and activities is a business. The guidance requires an entity to evaluate if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets; if so, the set of transferred assets and activities is not a business. The guidance also requires a business to include at least one substantive process and narrows the definition of outputs. The guidance is effective for annual periods beginning after December 15, 2017 and interim periods within that year, and early adoption is permitted. The guidance should be applied prospectively to any transactions occurring within the period of adoption. The Company expects to adopt this guidance on January 1, 2018, and will apply it prospectively to acquisitions occurring on or after January 1, 2018.
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 is effective for annual periods beginning after December 15, 2019 and interim periods within that year, and early adoption is permitted. The guidance should be applied prospectively to goodwill impairment tests performed within the period of adoption. The Company will adopt this guidance effective October 1, 2017 and apply it prospectively to impairment tests beginning in the year of adoption.

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NOTE 2—LONG-LIVED ASSETS
Definite-lived Intangible Assets
The following table presents the changes in the gross carrying amount and accumulated amortization of definite-lived intangible assets for the nine months ended September 30, 2017:
 
Revenue-
generating
contracts
 
Client /
vendor
relationships
 
Trademarks
and
naming
rights
 
Non-compete
agreements
 
Technology
 
Venue
management
and
leaseholds
 
Other
 
Total
 
(in thousands)
Balance as of December 31, 2016:
 
 
 
 
 
 
 
 
 
 
 
 
Gross carrying amount
$
760,398

 
$
402,009

 
$
94,338

 
$
65,992

 
$
53,078

 
$
54,001

 
$
4,014

 
$
1,433,830

Accumulated amortization
(316,800
)
 
(213,785
)
 
(23,724
)
 
(22,099
)
 
(13,637
)
 
(29,664
)
 
(2,090
)
 
(621,799
)
Net
443,598

 
188,224

 
70,614

 
43,893

 
39,441

 
24,337

 
1,924

 
812,031

Gross carrying amount:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Acquisitions— current year

 
22,635

 

 

 
12,037

 
820

 

 
35,492

Acquisitions— prior year
(6,724
)
 

 
35,464

 

 
1,120

 

 

 
29,860

Foreign exchange
21,823

 
9,069

 
1,402

 
2,229

 
2,170

 
2,513

 
22

 
39,228

Other(1)
(5,027
)
 
(3,009
)
 

 
(1
)
 
(305
)
 

 
(247
)
 
(8,589
)
Net change
10,072

 
28,695

 
36,866

 
2,228

 
15,022

 
3,333

 
(225
)
 
95,991

Accumulated amortization:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization
(63,368
)
 
(45,688
)
 
(10,008
)
 
(10,407
)
 
(9,860
)
 
(3,524
)
 
(540
)
 
(143,395
)
Foreign exchange
(8,966
)
 
(3,868
)
 
(499
)
 
(984
)
 
(718
)
 
(1,385
)
 
(6
)
 
(16,426
)
Other(1)
5,067

 
2,969

 
10

 
8

 
312

 

 
342

 
8,708

Net change
(67,267
)
 
(46,587
)
 
(10,497
)
 
(11,383
)
 
(10,266
)
 
(4,909
)
 
(204
)
 
(151,113
)
Balance as of September 30, 2017:
 
 
 
 
 
 
 
 
 
 
 
 
Gross carrying amount
770,470

 
430,704

 
131,204

 
68,220

 
68,100

 
57,334

 
3,789

 
1,529,821

Accumulated amortization
(384,067
)
 
(260,372
)
 
(34,221
)
 
(33,482
)
 
(23,903
)
 
(34,573
)
 
(2,294
)
 
(772,912
)
Net
$
386,403

 
$
170,332

 
$
96,983

 
$
34,738

 
$
44,197

 
$
22,761

 
$
1,495

 
$
756,909

______________
(1) Other includes netdowns of fully amortized assets.
Included in the current year acquisitions amounts above are definite-lived intangible assets primarily associated with the acquisitions of an artist management business located in the United States, a concert promotion business located in Italy and various ticketing businesses located in the United States and the Czech Republic.
Included in the prior year acquisitions amounts above are changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia.

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The 2017 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows:
 
Weighted-
Average
Life (years)
Client/vendor relationships
6
Technology
4
Venue management and leaseholds
3
All categories
5
Amortization of definite-lived intangible assets for the three months ended September 30, 2017 and 2016 was $53.4 million and $47.8 million for each respective period, and for the nine months ended September 30, 2017 and 2016 was $143.4 million and $133.0 million, respectively. Amortization related to nonrecoupable ticketing contract advances for the three months ended September 30, 2017 and 2016 was $20.1 million and $20.5 million, respectively, and for the nine months ended September 30, 2017 and 2016 was $54.9 million and $57.0 million, respectively.
As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization may vary.
Goodwill
In 2016, the Company’s reportable segments were Concerts, Sponsorship & Advertising, Ticketing and Artist Nation. Beginning in 2017, the Company no longer presents Artist Nation as a reportable segment and now includes the business previously reported in the Artist Nation segment in the Concerts segment. See further discussion of the segment change in Note 6—Segment Data. The Company’s reporting units reviewed for goodwill impairment remain unchanged.
The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the nine months ended September 30, 2017:
 
Concerts
 
Sponsorship
& Advertising
 
Ticketing
 
Total
 
(in thousands)
Balance as of December 31, 2016:
 
 
 
 
 
 
 
Goodwill
$
1,017,020

 
$
395,826

 
$
739,105

 
$
2,151,951

Accumulated impairment losses
(404,863
)
 

 

 
(404,863
)
                 Net
612,157

 
395,826

 
739,105

 
1,747,088

Acquisitions—current year
8,259

 

 
11,239

 
19,498

Acquisitions—prior year
(22,095
)
 
(9,821
)
 
882

 
(31,034
)
Foreign exchange
9,765

 
9,573

 
9,622

 
28,960

Balance as of September 30, 2017:
 
 
 
 
 
 
 
Goodwill
1,012,949

 
395,578

 
760,848

 
2,169,375

Accumulated impairment losses
(404,863
)
 

 

 
(404,863
)
                 Net
$
608,086

 
$
395,578

 
$
760,848

 
$
1,764,512

Included in the current year acquisitions amounts above is goodwill associated with the acquisitions of various ticketing businesses located in the United States, an artist management business located in the United States and a concert promotion business located in Italy.
Included in the prior year acquisitions amounts above are changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia.
The Company is in various stages of finalizing its acquisition accounting for recent acquisitions, which include the use of external valuation consultants, and the completion of this accounting could result in a change to the associated purchase price allocations, including goodwill and its allocation between segments.

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NOTE 3—FAIR VALUE MEASUREMENTS
The following table shows the fair value of the Company’s significant financial assets that are required to be measured at fair value on a recurring basis, which are classified on the balance sheets as cash and cash equivalents:
 
Fair Value Measurements at
 
September 30, 2017
 
December 31, 2016
 
Level 1
 
(in thousands)
Assets:
 
 
 
       Cash equivalents
$
109,722

 
$
55,081

The Company has cash equivalents which consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market which are considered to be Level 1 inputs as defined in the FASB guidance.
The Company’s outstanding debt held by third-party financial institutions is carried at cost, adjusted for any discounts or debt issuance costs. The Company’s debt is not publicly traded and the carrying amounts typically approximate fair value for debt that accrues interest at a variable rate, which are considered to be Level 2 inputs as defined in the FASB guidance. The estimated fair values of the Company’s 5.375% senior notes, 4.875% senior notes and 2.5% convertible senior notes were $260.5 million, $596.4 million and $364.3 million, respectively, at September 30, 2017. The estimated fair values of the 5.375% senior notes, 4.875% senior notes and 2.5% convertible senior notes were $259.7 million, $578.5 million and $294.6 million, respectively, at December 31, 2016. The estimated fair value of the Company’s third-party, fixed-rate debt is based on quoted market prices in active markets for the same or similar debt, which are considered to be Level 2 inputs. The Company had fixed-rate debt held by noncontrolling interest partners with a face value of $37.5 million and $35.7 million at September 30, 2017 and December 31, 2016, respectively. The Company is unable to determine a fair value for this debt.
NOTE 4—COMMITMENTS AND CONTINGENT LIABILITIES
In December 2015, a company called Songkick filed an antitrust lawsuit against Live Nation and Ticketmaster L.L.C. in the U.S. District Court for the Central District of California. The suit alleged, among other complaints, that the defendants monopolized certain markets and engaged in certain exclusionary and anticompetitive conduct, ultimately causing harm to Songkick in a product market that it refers to as “artist presale ticketing services.” In the spring of 2016, Live Nation and Ticketmaster L.L.C. prevailed in a partial motion to dismiss, and shortly thereafter asserted counterclaims against Songkick, alleging that Songkick tortiously interfered with Ticketmaster’s venue contracts. In February 2017, Songkick filed an amended complaint, adding claims of trade secret misappropriation, statutory violations and related causes of action, arising from certain alleged conduct by a former Songkick employee who had gone to work for Ticketmaster. 
In October 2017, the Court granted in part Live Nation’s motion to prevent Songkick’s damages expert from testifying, but declined to grant Live Nation’s motion for summary judgement. Following those rulings, Songkick is solely left with an antitrust claim (subject to treble damages) for lost profits, tort claims seeking the same lost profits, and a claim for unjust enrichment damages arising from alleged trade secret misappropriation. Trial has been set for January 2018. While the Company remains confident in its case and does not believe that a loss is probable of occurring at this time, if the Company is ultimately unsuccessful on any or all claims, the amounts at stake could be material. The Company is currently unable to estimate the possible loss or range of loss for this matter because of the uncertainty regarding the outcome of the claims and damages asserted against the Company.

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NOTE 5—EQUITY
The following table shows the reconciliation of the carrying amount of stockholders’ equity attributable to Live Nation, equity attributable to noncontrolling interests, total equity and also redeemable noncontrolling interests for the nine months ended September 30, 2017:
 
Live Nation
Stockholders’ Equity
 
Noncontrolling
Interests
 
Total
Equity
 
Redeemable
Noncontrolling
Interests
 
(in thousands)
 
(in thousands)
Balance at December 31, 2016
$
1,126,016

 
$
223,500

 
$
1,349,516

 
$
347,068

Non-cash compensation expense
23,921

 

 
23,921

 

Common stock issued under stock plans, net of shares withheld for employee taxes
(5,329
)
 

 
(5,329
)
 

Exercise of stock options
44,746

 

 
44,746

 

Acquisitions

 
6,036

 
6,036

 
(1,985
)
Purchases of noncontrolling interests
(1,402
)
 
(1,594
)
 
(2,996
)
 
(1,329
)
Redeemable noncontrolling interests fair value adjustments
(52,811
)
 

 
(52,811
)
 
52,811

Contributions received

 
7,971

 
7,971

 

Cash distributions

 
(8,226
)
 
(8,226
)
 
(14,222
)
Other
114

 
477

 
591

 
(1,339
)
Comprehensive income (loss):
 
 
 
 

 
 
Net income (loss)
184,878

 
7,404

 
192,282

 
(10,727
)
Foreign currency translation adjustments
58,761

 

 
58,761

 


Other
80

 

 
80

 

Balance at September 30, 2017
$
1,378,974

 
$
235,568

 
$
1,614,542

 
$
370,277

Accumulated Other Comprehensive Loss
The following table presents changes in the components of AOCI, net of taxes, for the nine months ended September 30, 2017:
 
Foreign Currency Items
 
Other
 
Total
 
(in thousands)
Balance at December 31, 2016
$
(176,246
)
 
$
(461
)
 
$
(176,707
)
Other comprehensive income before reclassifications
58,761

 
80

 
58,841

Net other comprehensive income
58,761

 
80

 
58,841

Balance at September 30, 2017
$
(117,485
)
 
$
(381
)
 
$
(117,866
)
Earnings Per Share
Basic net income (loss) per common share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. The calculation of diluted net income (loss) per common share includes the effects of the assumed exercise of any outstanding stock options, the assumed vesting of shares of restricted stock awards and the assumed conversion of the convertible senior notes where dilutive.

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The following table sets forth the computation of weighted average common shares outstanding:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
Weighted average common shares—basic
205,287,843

 
202,118,412

 
204,574,742

 
201,904,305

Effect of dilutive securities:
 
 
 
 
 
 
 
      Stock options and restricted stock
9,914,361

 
7,641,823

 
9,311,710

 
6,951,096

      Convertible senior notes
7,929,982

 
7,929,982

 

 

Weighted average common shares—diluted
223,132,186

 
217,690,217

 
213,886,452

 
208,855,401

The following table shows securities excluded from the calculation of diluted net income (loss) per common share because such securities are anti-dilutive:
 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
Options to purchase shares of common stock
8,000

 
1,726,732

 
810,796

 
5,309,138

Restricted stock awards—unvested
196,484

 
316,810

 
219,084

 
319,310

Conversion shares related to the convertible senior notes

 

 
7,929,982

 
7,929,982

Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding
204,484

 
2,043,542

 
8,959,862

 
13,558,430

NOTE 6—SEGMENT DATA
The Company’s reportable segments are Concerts, Sponsorship & Advertising and Ticketing. Prior to 2017, the Company reported an Artist Nation segment, which is now included in its Concerts segment based on the Company’s belief that the strategy behind artist management is to provide a full range of services related to concert promotion and to expand the Concerts line of business. In connection with this, there has been a change in the way the chief operating decision maker, as defined in the FASB guidance, makes decisions around allocations of resources and management responsibilities for this business.
The Concerts segment involves the promotion of live music events globally in the Company’s owned or operated venues and in rented third-party venues, the production of music festivals, the operation and management of music venues, the creation of associated content and the provision of management and other services to artists. The Sponsorship & Advertising segment manages the development of strategic sponsorship programs in addition to the sale of international, national and local sponsorships and the placement of advertising such as signage, promotional programs, rich media offerings, including advertising associated with live streaming and music-related original content, and ads across the Company’s distribution network of venues, events and websites. The Ticketing segment involves the management of the Company’s global ticketing operations, including providing ticketing software and services to clients, ticket resale services and online access for customers relating to ticket and event information, and is responsible for the Company’s primary ticketing website, www.ticketmaster.com.
Revenue and expenses earned and charged between segments are eliminated in consolidation. The Company’s capital expenditures below include accruals for amounts incurred but not yet paid for, but are not reduced by reimbursements received from outside parties such as landlords or replacements funded by insurance proceeds.
The Company manages its working capital on a consolidated basis. Accordingly, segment assets are not reported to, or used by, the Company’s management to allocate resources to or assess performance of the segments, and therefore, total segment assets have not been presented.

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The following table presents the results of operations for the Company’s reportable segments for the three and nine months ended September 30, 2017 and 2016:
 
Concerts
 
Sponsorship
& Advertising
 
Ticketing
 
Other
 
Corporate
 
Eliminations
 
Consolidated
 
(in thousands)
Three Months Ended September 30, 2017
 
 
 
 
 
 
 
Revenue
$
2,939,387

 
$
157,981

 
$
532,285

 
$
6,545

 
$

 
$
(76,780
)
 
$
3,559,418

Direct operating expenses
2,497,234

 
23,371

 
283,236

 
4,477

 

 
(75,392
)
 
2,732,926

Selling, general and administrative expenses
305,494

 
21,320

 
144,622

 
4,428

 

 

 
475,864

Depreciation and amortization
52,344

 
6,601

 
50,318

 
115

 
1,362

 
(1,388
)
 
109,352

Loss (gain) on disposal of operating assets
(21
)
 

 
58

 

 

 

 
37

Corporate expenses

 

 

 

 
39,892

 

 
39,892

Operating income (loss)
$
84,336

 
$
106,689

 
$
54,051

 
$
(2,475
)
 
$
(41,254
)
 
$

 
$
201,347

Intersegment revenue
$
73,494

 
$

 
$
3,286

 
$

 
$

 
$
(76,780
)
 
$

Three Months Ended September 30, 2016
 
 
 
 
 
 
 
Revenue
$
2,644,151

 
$
136,087

 
$
456,443

 
$
2,138

 
$

 
$
(68,403
)
 
$
3,170,416

Direct operating expenses
2,247,976

 
15,510

 
231,979

 
149

 

 
(67,611
)
 
2,428,003

Selling, general and administrative expenses
265,638

 
20,667

 
124,007

 
4,100

 

 

 
414,412

Depreciation and amortization
52,188

 
4,448

 
47,113

 
1,153

 
752

 
(792
)
 
104,862

Loss (gain) on disposal of operating assets
241

 

 
13

 

 
(1
)
 

 
253

Corporate expenses

 

 

 

 
31,600

 

 
31,600

Operating income (loss)
$
78,108

 
$
95,462

 
$
53,331

 
$
(3,264
)
 
$
(32,351
)
 
$

 
$
191,286

Intersegment revenue
$
64,676

 
$

 
$
3,727

 
$

 
$

 
$
(68,403
)
 
$

Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
Revenue
$
6,052,515

 
$
346,532

 
$
1,510,574

 
$
13,259

 
$

 
$
(131,588
)
 
$
7,791,292

Direct operating expenses
5,057,567

 
60,516

 
805,964

 
5,759

 

 
(128,506
)
 
5,801,300

Selling, general and administrative expenses
804,562

 
62,989

 
411,336

 
14,670

 

 

 
1,293,557


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Table of Contents

 
Concerts
 
Sponsorship
& Advertising
 
Ticketing
 
Other
 
Corporate
 
Eliminations
 
Consolidated
 
(in thousands)
Depreciation and amortization
144,917

 
19,512

 
140,881

 
327

 
3,262

 
(3,082
)
 
305,817

Loss (gain) on disposal of operating assets
(609
)
 

 
65

 

 
37

 

 
(507
)
Corporate expenses

 

 

 

 
97,711

 

 
97,711

Operating income (loss)
$
46,078

 
$
203,515

 
$
152,328

 
$
(7,497
)
 
$
(101,010
)
 
$

 
$
293,414

Intersegment revenue
$
122,455

 
$

 
$
9,133

 
$

 
$

 
$
(131,588
)
 
$

Capital expenditures
$
83,612

 
$
4,753

 
$
69,667

 
$
66

 
$
26,195

 
$

 
$
184,293

Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
Revenue
$
5,080,877

 
$
288,923

 
$
1,305,577

 
$
4,485

 
$

 
$
(122,472
)
 
$
6,557,390

Direct operating expenses
4,219,599

 
44,711

 
673,990

 
149

 

 
(120,555
)
 
4,817,894

Selling, general and administrative expenses
701,093

 
50,540

 
363,336

 
11,483

 

 

 
1,126,452

Depreciation and amortization
146,013

 
13,777

 
132,789

 
2,053

 
2,526

 
(1,917
)
 
295,241

Loss (gain) on disposal of operating assets
(162
)
 

 
44

 

 
117

 

 
(1
)
Corporate expenses

 

 

 

 
85,649

 

 
85,649

Operating income (loss)
$
14,334

 
$
179,895

 
$
135,418

 
$
(9,200
)
 
$
(88,292
)
 
$

 
$
232,155

Intersegment revenue
$
115,762

 
$

 
$
6,710

 
$

 
$

 
$
(122,472
)
 
$

Capital expenditures
$
51,353

 
$
1,318

 
$
64,513

 
$
777

 
$
5,454

 
$

 
$
123,415


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
“Live Nation” (which may be referred to as the “Company,” “we,” “us” or “our”) means Live Nation Entertainment, Inc. and its subsidiaries, or one of our segments or subsidiaries, as the context requires. You should read the following discussion of our financial condition and results of operations together with the unaudited consolidated financial statements and notes to the financial statements included elsewhere in this quarterly report.
Special Note About Forward-Looking Statements
Certain statements contained in this quarterly report (or otherwise made by us or on our behalf from time to time in other reports, filings with the SEC, news releases, conferences, internet postings or otherwise) that are not statements of historical fact constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended, notwithstanding that such statements are not specifically identified. Forward-looking statements include, but are not limited to, statements about our financial position, business strategy, competitive position, potential growth opportunities, potential operating performance improvements, the effects of competition, the effects of future legislation or regulations and plans and objectives of our management for future operations. We have based our forward-looking statements on our beliefs and assumptions considering the information available to us at the time the statements are made. Use of the words “may,” “should,” “continue,” “plan,” “potential,” “anticipate,” “believe,” “estimate,” “expect,” “intend,” “outlook,” “could,” “target,” “project,” “seek,” “predict,” or variations of such words and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements.
Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from those in such statements. Factors that could cause actual results to differ from those discussed in the forward-looking statements include, but are not limited to, those set forth below under Part II Item 1A.—Risk Factors, in Part I Item IA.—Risk Factors of our 2016 Annual Report on Form 10-K, as well as other factors described herein or in our annual, quarterly and other reports we file with the SEC (collectively, “cautionary statements”). Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the applicable cautionary statements. We do not intend to update these forward-looking statements, except as required by applicable law.
Executive Overview
In the third quarter of 2017, our total revenue increased by $389 million, or 12%, on a reported basis as compared to last year, or $353 million, an 11% increase, without the impact of changes in foreign exchange rates. The revenue increase was largely driven by growth in both our Concerts and Ticketing segments. The Concerts growth was due to an increase in the number of events and fans attending these events which also drove our highest quarterly concert attendance ever. In Ticketing, strong primary and secondary ticket sales drove the increase in revenue. Our operating income for the quarter improved by 5% compared to the third quarter of 2016, once again driven by the strong performance of all of our segments. For the first nine months of 2017, our total revenue grew $1.23 billion, or 19%, on a reported basis as compared to last year, or $1.25 billion, a 19% increase, without the impact of changes in foreign exchange rates. All three of our segments delivered strong revenue increases in the first nine months of the year, underscoring the continued success of our strategic initiatives and the underlying health of the live event, advertising and ticketing businesses. As the leading global live event and ticketing company, we believe that we are well-positioned to provide the best service to artists, teams, fans and venues and therefore drive growth across all our businesses. By leveraging our leadership position in the entertainment industry to reach fans through the live concert experience, we believe that we will sell more tickets and grow our Sponsorship & Advertising segment revenue.
Our Concerts segment revenue for the quarter increased by $295 million, or 11%, on a reported basis as compared to last year, or $265 million, a 10% increase, without the impact of changes in foreign exchange rates. This increase was largely due to significant growth in arena and stadium activity in both North America and Europe with shows by artists including U2, Coldplay, Guns N’ Roses, and Metallica. Our onsite initiatives resulted in near double-digit growth in our amphitheater ancillary revenue per fan, which was driven by various programs including our enhanced beverage program, increasing our points of sale, and introducing specialty food concepts. We have also seen success in our effort to improve the sell-through price on our best available seats in our amphitheaters this season. Our premium and platinum initiatives are growing the event revenue and we are implementing our pricing strategies with greater precision and greater sensitivity to unique market and tour conditions. Attendance at our international shows was up in the quarter, driven by significant increases in our arena and stadium events. Our Concerts segment operating results for the quarter exceeded last year and this was again largely driven by the high volume of arena and stadium activity as well as our onsite revenue growth initiatives.
For the first nine months, our Concerts segment was the largest contributor to our overall revenue growth, with an increase of $972 million, or 19%, on a reported basis as compared to last year, or $985 million, a 19% increase, without the impact of changes in foreign exchange rates. As in the second quarter, this higher revenue was largely due to an increase in the

16

Table of Contents

number of arena and stadium shows in North America and Europe. For the first nine months of the year, there has been a 16% increase in the overall number of fans attending our shows as compared to the first nine months of 2016. Operating income for the first nine months of the year was up due to the higher number of shows in arenas and stadiums as well as our ticket pricing and onsite 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 to sell more tickets and advertising.
Our Sponsorship & Advertising segment revenue for the quarter was up $22 million, or 16%, on a reported basis as compared to last year, or $20 million, a 15% increase, without the impact of changes in foreign exchange rates. Higher revenue resulted from new clients and growth in our online business, which also improved our operating income.
For the first nine months, Sponsorship & Advertising revenue was up $58 million, or 20%, on a reported basis as compared to last year, or $59 million, a 20% increase, without the impact of changes in foreign exchange rates. Our focus on building new venue products and expanding our digital reach has generated new opportunities for growth. Our festival apps and podcasts are attracting new fans and giving sponsors additional platforms for reaching consumers. Lastly, we are seeing increases from our Germany market expansion. We believe that our extensive onsite and online reach, global venue distribution network, artist relationships and ticketing operations are the key to securing long-term sponsorship agreements with major brands, and we plan to expand these assets while extending further into new markets internationally.
Our Ticketing segment revenue for the third quarter increased by $76 million, or 17%, on a reported basis as compared to last year, or $72 million, a 16% increase, without the impact of changes in foreign exchange rates. This increase was due to growth in fee-bearing ticket sales. We delivered strong growth in ticket sales globally for our Ticketing segment in the quarter, driven by high demand for concert tickets and continued positive fan reaction to our integrated ticketing platform. Our improvements to our fan-focused website continued to favorably impact our conversion rates in the third quarter as well.
For the first nine months, Ticketing revenue was up $205 million, or 16%, on a reported basis as compared to last year, or $212 million, a 16% increase, without the impact of changes in foreign exchange rates. We have sold 147 million fee-bearing tickets worldwide for the first nine months, a 10% increase over last year, and our total fee-bearing gross transaction value grew by 14% in the same period. In the first nine months of the year, we continued to see growth in our mobile ticket sales with an increase of 34% and mobile now represents over 30% of our total ticket sales. Our international markets had a very strong first nine months of the year with double-digit ticket sales growth across Europe. We will continue to implement new features to drive further expansion of mobile ticket transactions and invest in initiatives aimed at improving the ticket search, purchase and transfer process which we expect will attract more ticket buyers and enhance the overall fan and venue client experience.
We continue to be optimistic about the long-term potential of our company and are focused on the key elements of our business model: expand our concert platform, drive conversion of ticket sales through social and mobile channels, sell more tickets for our Ticketmaster clients, deliver to our fans a fully integrated offering of primary and secondary tickets, grow our sponsorship and online revenue, and drive cost efficiencies.
Our History
We were incorporated in Delaware on August 2, 2005 in preparation for the contribution and transfer by Clear Channel Communications, Inc. of substantially all of its entertainment assets and liabilities to us. We completed the separation on December 21, 2005, and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.”
On January 25, 2010, we merged with Ticketmaster Entertainment LLC and it became a wholly-owned subsidiary of Live Nation. Effective with the merger, Live Nation, Inc. changed its name to Live Nation Entertainment, Inc.
Segment Overview
Our reportable segments are Concerts, Sponsorship & Advertising and Ticketing. Prior to 2017, we reported an Artist Nation segment, which is now included in our Concerts segment. See further discussion of the segment change in Item 1.—Financial Statements—Note 6—Segment Data.
Concerts
Our Concerts segment principally involves the global promotion of live music events in our owned or operated venues and in rented third-party venues, the operation and management of music venues, the production of music festivals across the world, the creation of associated content and the provision of management and other services to artists. While our Concerts segment operates year-round, we experience higher revenue during the second and third quarters due to the seasonal nature of shows at our outdoor amphitheaters and festivals, which primarily occur from May through October. Revenue and related costs for events are generally deferred and recognized when the event occurs. All advertising costs incurred during the year for shows in future years are expensed at the end of the year.

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Concerts direct operating expenses include artist fees, event production costs, show-related marketing and advertising expenses, along with other costs.
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, advance ticket sales and number of major clients represented. In addition, at our owned or operated venues and festivals, we monitor ancillary revenue per fan and premium ticket sales. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Sponsorship & Advertising
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 concerts, venue, artist relationship and ticketing assets, including advertising on our websites. We drive increased advertising scale to further monetize our concerts platform through rich media offerings including advertising associated with live streaming and music-related original content. We work with our corporate clients to help create marketing programs that drive 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 brands which are typically experienced exclusively by the clients’ consumers. These custom events can involve live music events with talent and media, using both online and traditional outlets. We typically experience higher revenue in the second and third quarters, as a large portion of sponsorships are associated with shows at our outdoor amphitheaters and festivals, which primarily occur from May through October.
Direct operating expenses include fulfillment costs related to our sponsorship programs, along with other costs.
To judge the health of our Sponsorship & Advertising segment, we primarily review the revenue generated through sponsorship arrangements, the percentage of expected revenue under contract and online advertising revenue. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.
Ticketing
Our Ticketing segment is primarily an agency business that sells tickets for events on behalf of its clients and retains a service charge for these services. Gross transaction value, or GTV, represents the total amount of the transaction related to a ticket sale and includes the face value of the ticket as well as the service charge. Service charges are generally based on a percentage of the face value or a fixed fee. We sell tickets through websites, mobile apps, ticket outlets and telephone call centers. Our ticketing sales are impacted by fluctuations in the availability of events for sale to the public, which may vary depending upon scheduling by our clients. We also offer ticket resale services, sometimes referred to as secondary ticketing, primarily through our integrated inventory platform, league/team platforms and other platforms internationally. Our Ticketing segment manages our online activities including enhancements to our ticketing websites and product offerings. Through our websites, we sell tickets to our own events as well as tickets for our clients and provide event information. Revenue related to ticketing service charges is recognized when the ticket is sold for our outside clients. For our own events, where our concert promoters control ticketing, revenue is deferred and recognized as the event occurs.
Ticketing direct operating expenses include ticketing client royalties and credit card fees, along with other costs.
To judge the health of our Ticketing segment, we primarily review GTV and the number of tickets sold through our primary and secondary ticketing operations, the number of clients renewed or added and the average royalty rate paid to clients who use our ticketing services. In addition, we review the number of visits to our websites, the purchase conversion rate, the overall number of customers in our database, the number of tickets sold via mobile and the number of app installs. For business that is conducted in foreign markets, we also compare the operating results from our foreign operations to prior periods without the impact of changes in foreign exchange rates.

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Table of Contents

Key Operating Metrics

 
Three Months Ended 
 September 30,
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
2017
 
2016
 
(in thousands except estimated events)
Concerts (1)
 
 
 
 
 
 
 
Estimated events:
 
 
 
 
 
 
 
North America
5,275

 
4,950

 
14,207

 
12,835

International
1,483

 
1,207

 
6,225

 
5,800

Total estimated events
6,758

 
6,157

 
20,432

 
18,635

Estimated fans:
 
 
 
 
 
 
 
North America
21,561

 
22,095

 
42,659

 
39,151

International
7,980

 
5,808

 
22,379

 
16,724

Total estimated fans
29,541

 
27,903

 
65,038

 
55,875

Ticketing (2)
 
 
 
 
 
 
 
Number of fee-bearing tickets sold
50,196

 
45,944

 
147,304

 
133,925

Number of non-fee-bearing tickets sold
65,304

 
68,102

 
201,088

 
205,193

Total tickets sold
115,500

 
114,046

 
348,392

 
339,118

 _________

(1) 
Events generally represent a single performance by an artist. Fans generally represent the number of people who attend an event. Festivals are counted as one event in the quarter in which the festival begins, but the number of fans is based on the days the fans were present at the festival and thus can be reported across multiple quarters. Events and fan attendance metrics are estimated each quarter.
(2) 
The number of fee-bearing tickets sold includes primary and secondary tickets that are sold using our Ticketmaster systems or that we issue through affiliates. This metric includes primary tickets sold during the period regardless of event timing, except for our own events where our concert promoters control ticketing and which are reported as the events occur. The non-fee-bearing tickets sold reported above includes primary tickets sold using our Ticketmaster systems, through season seat packages and our venue clients’ box offices, along with tickets sold on our ‘do it yourself’ platform.

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Table of Contents

Non-GAAP Measures
Reconciliation of Adjusted Operating Income (Loss)
AOI is a non-GAAP financial measure that we define as operating income (loss) before acquisition expenses (including transaction costs, changes in the fair value of acquisition-related contingent consideration obligations, and acquisition-related severance and compensation), depreciation and amortization (including goodwill impairment), loss (gain) on disposal of operating assets and certain stock-based compensation expense. We use AOI to evaluate the performance of our operating segments. We believe that information about AOI assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. AOI is not calculated or presented in accordance with GAAP. A limitation of the use of AOI as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, AOI should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI as presented herein may not be comparable to similarly titled measures of other companies.
The following table sets forth the reconciliation of AOI to operating income (loss):
 
Operating
income
(loss)
 
Stock-
based
compensation
expense
 
Loss (gain)
on disposal of
operating
assets
 
Depreciation
and
amortization
 
Acquisition
expenses
 
AOI
 
(in thousands)
Three Months Ended September 30, 2017
 
 
 
 
 
 
 
 
Concerts
$
84,336

 
$
1,886

 
$
(21
)
 
$
52,344

 
$
15,755

 
$
154,300

Sponsorship & Advertising
106,689

 
346

 

 
6,601

 

 
113,636

Ticketing
54,051

 
1,068

 
58

 
50,318

 
274

 
105,769

Other and Eliminations
(2,475
)
 

 

 
(1,273
)
 

 
(3,748
)
Corporate
(41,254
)
 
4,520

 

 
1,362

 
(72
)
 
(35,444
)
Total
$
201,347

 
$
7,820

 
$
37

 
$
109,352

 
$
15,957

 
$
334,513

Three Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
Concerts
$
78,108

 
$
2,661

 
$
241

 
$
52,188

 
$
(2,281
)
 
$
130,917

Sponsorship & Advertising
95,462

 
305

 

 
4,448

 

 
100,215

Ticketing
53,331

 
744

 
13

 
47,113

 
500

 
101,701

Other and Eliminations
(3,264
)
 
17

 

 
361

 
25

 
(2,861
)
Corporate
(32,351
)
 
4,366

 
(1
)
 
752

 
18

 
(27,216
)
Total
$
191,286

 
$
8,093

 
$
253

 
$
104,862

 
$
(1,738
)
 
$
302,756

Nine Months Ended September 30, 2017
 
 
 
 
 
 
 
 
 
 
Concerts
$
46,078

 
$
6,620

 
$
(609
)
 
$
144,917

 
$
23,583

 
$
220,589

Sponsorship & Advertising
203,515

 
1,028

 

 
19,512

 

 
224,055

Ticketing
152,328

 
3,057

 
65

 
140,881

 
1,782

 
298,113

Other and Eliminations
(7,497
)
 

 

 
(2,755
)
 

 
(10,252
)
Corporate
(101,010
)
 
13,216

 
37

 
3,262

 
(47
)
 
(84,542
)
Total
$
293,414

 
$
23,921

 
$
(507
)
 
$
305,817

 
$
25,318

 
$
647,963

Nine Months Ended September 30, 2016
 
 
 
 
 
 
 
 
 
 
Concerts
$
14,334

 
$
8,604

 
$
(162
)
 
$
146,013

 
$
3,573

 
$
172,362

Sponsorship & Advertising
179,895

 
995

 

 
13,777

 

 
194,667

Ticketing
135,418

 
2,327

 
44

 
132,789

 
720

 
271,298

Other and Eliminations
(9,200
)
 
29

 

 
136

 
207

 
(8,828
)
Corporate
(88,292
)
 
13,282

 
117

 
2,526

 
64

 
(72,303
)
Total
$
232,155

 
$
25,237

 
$
(1
)
 
$
295,241

 
$
4,564

 
$
557,196



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Table of Contents

AOI Margin
AOI margin is a non-GAAP financial measure that we calculate by dividing AOI by revenue. We use AOI margin to evaluate the performance of our operating segments. We believe that information about the AOI margin assists investors by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. AOI margin is not calculated or presented in accordance with GAAP. A limitation of the use of AOI margin as a performance measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly, the AOI margin should be considered in addition to, and not as a substitute for, operating income (loss) margin, net income (loss) margin, and other measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, AOI margin as presented herein may not be comparable to similarly titled measures of other companies.
Constant Currency
Constant currency is a non-GAAP financial measure. We calculate currency impacts as the difference between current period activity translated using the current period’s currency exchange rates and the comparable prior period’s currency exchange rates. We present constant currency information to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations.



21

Table of Contents

Segment Operating Results
Concerts
Our Concerts segment operating results were, and discussions of significant variances are, as follows:
 
Three Months Ended 
 September 30,
 
%
Change
 
Nine Months Ended 
 September 30,
 
%
Change
 
2017
 
2016
 
 
 
2017
 
2016
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Revenue
$
2,939,387

 
$
2,644,151

 
11%
 
$
6,052,515

 
$
5,080,877

 
19%
Direct operating expenses
2,497,234

 
2,247,976

 
11%
 
5,057,567

 
4,219,599

 
20%
Selling, general and administrative expenses
305,494

 
265,638

 
15%
 
804,562

 
701,093

 
15%
Depreciation and amortization
52,344

 
52,188

 
—%
 
144,917

 
146,013

 
(1)%
Loss (gain) on disposal of operating assets
(21
)
 
241

 
*
 
(609
)
 
(162
)
 
*
Operating income
$
84,336

 
$
78,108

 
8%
 
$
46,078

 
$
14,334

 
*
Operating margin
2.9
%
 
3.0
%
 
 
 
0.8
%
 
0.3
%
 
 
AOI**
$
154,300

 
$
130,917

 
18%
 
$
220,589

 
$
172,362

 
28%
AOI margin**
5.2
%
 
5.0
%
 
 
 
3.6
%
 
3.4
%
 
 
_______
*
Percentages are not meaningful.
**
See “—Non-GAAP Measures” above for definition and reconciliation of AOI and AOI margin.
Three Months
Revenue
Concerts revenue increased $295.2 million during the three months ended September 30, 2017 as compared to the same period of the prior year. Excluding the increase of $30.6 million related to currency impacts, revenue increased $264.6 million, or 10%, on a constant currency basis. This increase was primarily due to more shows in arenas, stadiums and theaters and clubs globally, higher average attendance at our events and incremental revenue of $64.3 million from acquisitions, primarily of concert and festival promotion businesses. These increases were partially offset by fewer shows in our North America amphitheaters.
Operating results
The increased operating income for Concerts for the three months ended September 30, 2017 was primarily driven by improved operating results for arena events offset by higher compensation costs associated with salary increases and headcount growth, including recent acquisitions, and increased acquisition transaction expenses associated with changes in the fair value of acquisition-related contingent consideration.
Nine Months
Revenue
Concerts revenue increased $971.6 million during the nine months ended September 30, 2017 as compared to the same period of the prior year. Excluding the decrease of $13.1 million related to currency impacts, revenue increased $984.7 million, or 19%, on a constant currency basis. This growth was primarily due to more shows in arenas, stadiums and theaters and clubs globally along with higher average attendance at stadium and arena events. Festival activity also increased in Europe driven by new festivals, and we had higher tour-related merchandise sales and commissions in the management business. Concerts had incremental revenue of $192.0 million from acquisitions, primarily of concert and festival promotion businesses. These increases were partially offset by fewer shows in our North America amphitheaters.
Operating results
The increase in operating income for Concerts for the nine months ended September 30, 2017 was primarily driven by improved operating results at our events and higher management results partially offset by higher compensation costs associated with salary increases and headcount growth, including recent acquisitions, and increased acquisition transaction expenses associated with changes in the fair value of acquisition-related contingent consideration.

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Table of Contents

Sponsorship & Advertising
Our Sponsorship & Advertising segment operating results were, and discussions of significant variances are, as follows:
 
Three Months Ended 
 September 30,
 
%
Change
 
Nine Months Ended 
 September 30,
 
%
Change
 
2017
 
2016
 
 
 
2017
 
2016
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Revenue
$
157,981

 
$
136,087

 
16%
 
$
346,532

 
$
288,923

 
20%
Direct operating expenses
23,371

 
15,510

 
51%
 
60,516

 
44,711

 
35%
Selling, general and administrative expenses
21,320

 
20,667

 
3%
 
62,989

 
50,540

 
25%
Depreciation and amortization
6,601

 
4,448

 
48%
 
19,512

 
13,777

 
42%
Operating income
$
106,689

 
$
95,462

 
12%
 
$
203,515

 
$
179,895

 
13%
Operating margin
67.5
%
 
70.1
%
 
 
 
58.7
%
 
62.3
%
 
 
AOI**
$
113,636

 
$
100,215

 
13%
 
$
224,055

 
$
194,667

 
15%
AOI margin**
71.9
%
 
73.6
%
 
 
 
64.7
%
 
67.4
%
 
 
_______
**
See “—Non-GAAP Measures” above for definition and reconciliation of AOI and AOI margin.
Three Months
Revenue
Sponsorship & Advertising revenue increased $21.9 million during the three months ended September 30, 2017 as compared to the same period of the prior year. Excluding the increase of $1.6 million related to currency impacts, revenue increased $20.3 million, or 15%, on a constant currency basis. This growth was primarily due to new sponsorship programs globally, higher online advertising in North America and incremental revenue of $8.0 million from the acquisitions of a sponsorship agency and festival promotion businesses.
Operating results
The increase in Sponsorship & Advertising operating income for the three months ended September 30, 2017 was primarily driven by new sponsorship programs, higher online sponsorship activity and lower reserves for bad debt.
Nine Months
Revenue
Sponsorship & Advertising revenue increased $57.6 million during the nine months ended September 30, 2017 as compared to the same period of the prior year. Excluding the decrease of $0.9 million related to currency impacts, revenue increased $58.5 million, or 20%, on a constant currency basis. This increase was primarily due to new sponsorship programs, higher online advertising in North America, increased festival activity internationally and incremental revenue of $18.2 million from the acquisitions of a sponsorship agency and festival promotion businesses.
Operating results
The increase in Sponsorship & Advertising operating income for the nine months ended September 30, 2017 was primarily driven by new sponsorship programs, net of higher fulfillment costs, increased online advertising and festival activity and lower reserves for bad debt partially offset by increased compensation costs associated with higher headcount.

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Table of Contents

Ticketing
Our Ticketing segment operating results were, and discussions of significant variances are, as follows:
 
Three Months Ended 
 September 30,
 
%
Change
 
Nine Months Ended 
 September 30,
 
%
Change
 
2017
 
2016
 
 
 
2017
 
2016
 
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Revenue
$
532,285

 
$
456,443

 
17%
 
$
1,510,574

 
$
1,305,577

 
16%
Direct operating expenses
283,236

 
231,979

 
22%
 
805,964

 
673,990

 
20%
Selling, general and administrative expenses
144,622

 
124,007

 
17%
 
411,336

 
363,336

 
13%
Depreciation and amortization
50,318

 
47,113

 
7%
 
140,881

 
132,789

 
6%
Loss on disposal of operating assets
58

 
13

 
*
 
65

 
44

 
*
Operating income
$
54,051

 
$
53,331

 
1%
 
$
152,328

 
$
135,418

 
12%
Operating margin
10.2
%
 
11.7
%
 
 
 
10.1
%
 
10.4
%
 
 
AOI**
$
105,769

 
$
101,701

 
4%
 
$
298,113

 
$
271,298

 
10%
AOI margin**
19.9
%
 
22.3
%
 
 
 
19.7
%
 
20.8
%
 
 
_______
*
Percentages are not meaningful.
**
See “—Non-GAAP Measures” above for definition and reconciliation of AOI and AOI margin.
Three Months
Revenue
Ticketing revenue increased $75.8 million during the three months ended September 30, 2017 as compared to the same period of the prior year. Excluding the increase of $4.2 million related to currency impacts, revenue increased $71.6 million, or 16%, on a constant currency basis, primarily due to increased primary ticket volume and associated ticket fees, driven by concert events, along with higher resale volume driven by concert and theatrical events.
Operating results
The increase in Ticketing operating income for the three months ended September 30, 2017 was primarily due to improved operating results from higher primary and resale ticket sales partially offset by increased compensation costs associated with higher headcount and increased legal costs.
Nine Months
Revenue
Ticketing revenue increased $205.0 million during the nine months ended September 30, 2017 as compared to the same period of the prior year. Excluding the decrease of $6.7 million related to currency impacts, revenue increased $211.7 million, or 16%, on a constant currency basis, primarily due to increased global primary ticket volume and higher associated ticket fees, driven by concert events, along with higher resale ticket volume driven by concert and theatrical events.
Operating results
The increase in Ticketing operating income for the nine months ended September 30, 2017 was primarily due to improved operating results from higher primary and resale ticket sales partially offset by increased compensation costs associated with higher headcount and increased legal costs.

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Table of Contents

Consolidated Results of Operations
Three Months
 
Three Months Ended September 30,
 
%
Change
 
2017
 
2016
 
 
As Reported
 
Currency Impacts
 
At Constant Currency**
 
As Reported
 
As Reported
 
At Constant Currency**
 
(in thousands)
 
 
 
 
Revenue
$
3,559,418

 
$
(36,353
)
 
$
3,523,065

 
$
3,170,416

 
12%
 
11%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating expenses
2,732,926

 
(28,689
)
 
2,704,237

 
2,428,003

 
13%
 
11%
Selling, general and administrative expenses
475,864

 
(3,829
)
 
472,035

 
414,412

 
15%
 
14%
Depreciation and amortization
109,352

 
(761
)
 
108,591

 
104,862

 
4%
 
4%
Loss on disposal of operating assets
37

 
3

 
40

 
253

 
*
 
*
Corporate expenses
39,892

 
1

 
39,893

 
31,600

 
26%
 
26%
Operating income
201,347

 
$
(3,078
)
 
$
198,269

 
191,286

 
5%
 
4%
Operating margin
5.7
%
 
 
 
5.6
%
 
6.0
%
 
 
 
 
Interest expense
26,627

 
 
 
 
 
25,249

 
 
 
 
Interest income
(1,471
)
 
 
 
 
 
(625
)
 
 
 
 
Equity in losses of nonconsolidated affiliates
816

 
 
 
 
 
17,471

 
 
 
 
Other expense, net
920

 
 
 
 
 
2,606

 
 
 
 
Income before income taxes
174,455

 
 
 
 
 
146,585

 
 
 
 
Income tax expense
25,685

 
 
 
 
 
13,824

 
 
 
 
Net income
148,770

 
 
 
 
 
132,761

 
 
 
 
Net income attributable to noncontrolling interests
12,377

 
 
 
 
 
21,682

 
 
 
 
Net income attributable to common stockholders of Live Nation
$
136,393

 
 
 
 
 
$
111,079

 
 
 
 
______________________
*
Percentages are not meaningful.
**
See “—Non-GAAP Measures” above for definition of constant currency.
Equity in losses of nonconsolidated affiliates
Equity in losses of nonconsolidated affiliates for the three months ended September 30, 2016 includes impairment charges of $15.1 million primarily related to investments in a digital content company and an online merchandise company that are located in the United States. There were no significant impairment charges recorded for the three months ended September 30, 2017.


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Table of Contents

Nine Months
 
Nine Months Ended September 30,
 
%
Change
 
2017
 
2016
 
 
As Reported
 
Currency Impacts
 
At Constant Currency**
 
As Reported
 
As Reported
 
At Constant Currency**
 
(in thousands)
 
 
 
 
Revenue
$
7,791,292

 
$
20,642

 
$
7,811,934

 
$
6,557,390

 
19%
 
19%
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
Direct operating expenses
5,801,300

 
13,437

 
5,814,737

 
4,817,894

 
20%
 
21%
Selling, general and administrative expenses
1,293,557

 
10,583

 
1,304,140

 
1,126,452

 
15%
 
16%
Depreciation and amortization
305,817

 
2,545

 
308,362

 
295,241

 
4%
 
4%
Gain on disposal of operating assets
(507
)
 
(19
)
 
(526
)
 
(1
)
 
*
 
*
Corporate expenses
97,711

 
29

 
97,740

 
85,649

 
14%
 
14%
Operating income
293,414

 
$
(5,933
)
 
$
287,481

 
232,155

 
26%
 
24%
Operating margin
3.8
%
 
 
 
3.7
%
 
3.5
%
 
 
 
 
Interest expense
80,564

 
 
 
 
 
75,965

 
 
 
 
Interest income
(3,447
)
 
 
 
 
 
(1,831
)
 
 
 
 
Equity in losses (earnings) of nonconsolidated affiliates
(2,060
)
 
 
 
 
 
17,184

 
 
 
 
Other expense (income), net
(5,388
)
 
 
 
 
 
1,412

 
 
 
 
Income before income taxes
223,745

 
 
 
 
 
139,425

 
 
 
 
Income tax expense
42,190

 
 
 
 
 
26,157

 
 
 
 
Net income
181,555

 
 
 
 
 
113,268

 
 
 
 
Net income (loss) attributable to noncontrolling interests
(3,323
)
 
 
 
 
 
8,966

 
 
 
 
Net income attributable to common stockholders of Live Nation
$
184,878

 
 
 
 
 
$
104,302

 
 
 
 

The following table summarizes the components of depreciation and amortization as reported in each respective period:
 
Three Months Ended 
 September 30,
 
%
Change
 
Nine Months Ended 
 September 30,
 
%
Change
 
2017
 
2016
 
 
2017
 
2016
 
 
(in thousands)
 
 
 
(in thousands)
 
 
Depreciation
$
35,817

 
$
36,618

 
(2)%
 
$
107,530

 
$
104,100

 
3%
Amortization of intangibles
53,410

 
47,827

 
12%
 
143,395

 
132,992

 
8%
Amortization of nonrecoupable ticketing contract advances ***
20,125

 
20,502

 
(2)%
 
54,892

 
56,983

 
(4)%
Amortization of other assets

 
(85
)
 
*
 

 
1,166

 
*
 
$
109,352

 
$
104,862

 
4%
 
$
305,817

 
$
295,241

 
4%
___________
*
Percentages are not meaningful.
**
See “—Non-GAAP Measures” above for definition of constant currency.
***
In accounting for the merger between Live Nation and Ticketmaster Entertainment LLC in January 2010, the nonrecoupable ticketing contract advances that existed at the date of the merger were written off in acquisition accounting in accordance with GAAP. Had we continued amortizing the net book value of these nonrecoupable ticketing contract advances, the amortization above would have been $0.4 million and $0.3 million higher for the three months ended September 30, 2017 and 2016, respectively, and $1.2 million and $1.0 million higher for the nine months ended September 30, 2017 and 2016, respectively.

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Table of Contents

Corporate expenses
Corporate expenses increased $12.1 million during the nine months ended September 30, 2017 as compared to the same period of the prior year primarily due to increases in contractual bonus accruals and higher headcount.
Equity in losses (earnings) of nonconsolidated affiliates
Equity in losses (earnings) of nonconsolidated affiliates for the nine months ended September 30, 2016 includes the impairment charges discussed above in “—Consolidated Results of Operations” for the three-month period. There were no significant impairment charges recorded for the nine months ended September 30, 2017.
Other expense (income), net
Other expense (income), net includes the impact of net foreign exchange rate gains of $7.3 million and net foreign exchange rate losses of $0.8 million for the nine months ended September 30, 2017 and 2016, respectively, primarily from revaluation of certain foreign currency denominated net assets held internationally.
Income tax expense
For the nine months ended September 30, 2017, we had a net tax expense of $42.2 million on income before income taxes of $223.7 million compared to a net tax expense of $26.2 million on income before income taxes of $139.4 million for the nine months ended September 30, 2016. For the nine months ended September 30, 2017, income tax expense consisted of $38.0 million related to foreign entities, $0.5 million related to United States federal income taxes and $3.7 million related to state and local income taxes. The net increase in tax expense of $16.0 million is due primarily to an increase in earnings in certain non-United States jurisdictions.
Net income (loss) attributable to noncontrolling interests
Net income (loss) attributable to noncontrolling interests decreased $12.3 million as compared to the same period of the prior year to a loss of $3.3 million during the nine months ended September 30, 2017 due to lower operating results from certain festival and management businesses.
Liquidity and Capital Resources
Our cash is centrally managed on a worldwide basis. Our primary short-term liquidity needs are to fund general working capital requirements, capital expenditures and debt service requirements while our long-term liquidity needs are primarily related to acquisitions and debt repayment. Our primary sources of funds for our short-term liquidity needs will be cash flows from operations and borrowings under our senior secured credit facility, while our long-term sources of funds will be from cash flows from operations, long-term bank borrowings and other debt or equity financings. We may from time to time engage in open market purchases of our outstanding debt securities or redeem or otherwise repay such debt.
Our balance sheet reflects cash and cash equivalents of $1.8 billion at September 30, 2017 and $1.5 billion at December 31, 2016. Included in the September 30, 2017 and December 31, 2016 cash and cash equivalents balances are $639.9 million and $591.0 million, respectively, of cash received that includes the face value of tickets sold on behalf of our ticketing clients and their share of service charges that we refer to as client cash. We generally do not utilize client cash for our own financing or investing activities as the amounts are payable to clients on a regular basis. Our foreign subsidiaries held approximately $733.6 million in cash and cash equivalents, excluding client cash, at September 30, 2017. We generally do not intend to repatriate these funds, but if we did, we would need to accrue and pay United States federal and state income taxes on any future repatriations, net of applicable foreign tax credits. We may from time to time enter into borrowings under our revolving credit facility. If the original maturity of these borrowings is 90 days or less, we present the borrowings and subsequent repayments on a net basis in the statement of cash flows to better represent our financing activities. Our balance sheet reflects total net debt of $2.3 billion at September 30, 2017 and December 31, 2016. Our weighted-average cost of debt, excluding unamortized debt discounts and debt issuance costs on our term loans and notes, was 3.9% at September 30, 2017.
Our cash and cash equivalents are held in accounts managed by third-party financial institutions and consist of cash in our operating accounts and invested cash. Cash held in non-interest-bearing and interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. The invested cash is in interest-bearing funds consisting primarily of bank deposits and money market funds. While we monitor cash and cash equivalents balances in our operating accounts on a regular basis and adjust the balances as appropriate, these balances could be impacted if the underlying financial institutions fail. To date, we have experienced no loss or lack of access to our cash and cash equivalents; however, we can provide no assurances that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.
For our Concerts segment, we generally receive cash related to ticket revenue at our owned or operated venues in advance of the event, which is recorded in deferred revenue until the event occurs. With the exception of some upfront costs

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and artist deposits, which are recorded in prepaid expenses until the event occurs, we pay the majority of event-related expenses at or after the event.
We view our available cash as cash and cash equivalents, less ticketing-related client cash, less event-related deferred revenue, less accrued expenses due to artists and cash collected on behalf of others, plus event-related prepaid expenses. This is essentially our cash available to, among other things, repay debt balances, make acquisitions, pay artist advances and finance capital expenditures.
Our intra-year cash fluctuations are impacted by the seasonality of our various businesses. Examples of seasonal effects include our Concerts segment, which reports the majority of its revenue in the second and third quarters. Cash inflows and outflows depend on the timing of event-related payments but the majority of the inflows generally occur prior to the event. See “—Seasonality” below. We believe that we have sufficient financial flexibility to fund these fluctuations and to access the global capital markets on satisfactory terms and in adequate amounts, although there can be no assurance that this will be the case, and capital could be less accessible and/or more costly given current economic conditions. We expect cash flows from operations and borrowings under our senior secured credit facility, along with other financing alternatives, to satisfy working capital requirements, capital expenditures and debt service requirements for at least the succeeding year.
We may need to incur additional debt or issue equity to make other strategic acquisitions or investments. There can be no assurance that such financing will be available to us on acceptable terms or at all. We may make significant acquisitions in the near term, subject to limitations imposed by our financing agreements and market conditions.
The lenders under our revolving loans and counterparties to our interest rate hedge agreements consist of banks and other third-party financial institutions. While we currently have no indications or expectations that such lenders and counterparties will be unable to fund their commitments as required, we can provide no assurances that future funding availability will not be impacted by adverse conditions in the financial markets. Should an individual lender default on its obligations, the remaining lenders would not be required to fund the shortfall, resulting in a reduction in the total amount available to us for future borrowings, but would remain obligated to fund their own commitments. Should any counterparty to our interest rate hedge agreements default on its obligations, we could experience higher interest rate volatility during the period of any such default.
Sources of Cash
Senior Secured Credit Facility
In June 2017, we amended our term loan B under the senior secured credit facility reducing the applicable interest rate. At September 30, 2017, our senior secured credit facility consists of (i) a $190 million term loan A facility, (ii) a $970 million term loan B facility and (iii) a $365 million revolving credit facility. Subject to certain conditions, we have the right to increase the facility by an amount equal to the sum of $625 million and the aggregate principal amount of voluntary prepayments of the term B loans and permanent reductions of the revolving credit facility commitments, in each case, other than from proceeds of long-term indebtedness, and additional amounts so long as the senior secured leverage ratio calculated on a pro-forma basis (as defined in the agreement) is no greater than 3.25x. The revolving credit facility provides for borrowing up to the amount of the facility with sublimits of up to (i) $150 million for the issuance of letters of credit, (ii) $50 million for swingline loans, (iii) $200 million for borrowings in Euros and British Pounds and (iv) $50 million for borrowings in one or more other approved currencies. The senior secured credit facility is secured by (i) a first priority lien on substantially all of our tangible and intangible personal property of our domestic subsidiaries that are guarantors and (ii) a pledge of substantially all of the shares of stock, partnership interests and limited liability company interests of our direct and indirect domestic subsidiaries and 65% of each class of capital stock of any first-tier foreign subsidiaries, subject to certain exceptions.
The interest rates per annum applicable to revolving credit facility loans and the term loan A under the senior secured credit facility are, at our option, equal to either LIBOR plus 2.25% or a base rate plus 1.25%, subject to stepdowns based on our net leverage ratio. The amended interest rates per annum applicable to the term loan B are, at our option, equal to either LIBOR plus 2.25% or a base rate plus 1.25%. We are required to pay a commitment fee of 0.5% per year on the undrawn portion available under the revolving credit facility, subject to a stepdown based on our net leverage ratio, and variable fees on outstanding letters of credit.
For the term loan A, we are required to make quarterly payments increasing over time from $2.4 million to $28.5 million with the balance due at maturity in October 2021. For the term loan B, we are required to make quarterly payments of $2.4 million with the balance due at maturity in October 2023. The revolving credit facility matures in October 2021. We are also required to make mandatory prepayments of the loans under the credit agreement, subject to specified exceptions, from excess cash flow, and with the proceeds of asset sales, debt issuances and specified other events.
Stock Option Exercises
During the nine months ended September 30, 2017, we received $44.7 million of proceeds from the exercise of stock options.

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Debt Covenants
Our senior secured credit facility contains a number of covenants and restrictions that, among other things, requires us to satisfy certain financial covenants and restricts our and our subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase our stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of our business, enter into sale-leaseback transactions, transfer and sell material assets, merge or consolidate, and pay dividends and make distributions (with the exception of subsidiary dividends or distributions to the parent company or other subsidiaries on at least a pro-rata basis with any noncontrolling interest partners). Non-compliance with one or more of the covenants and restrictions could result in the full or partial principal balance of the credit facility becoming immediately due and payable. The senior secured credit facility agreement has one covenant, measured quarterly, that relates to total leverage. The consolidated total leverage covenant requires us to maintain a ratio of consolidated total funded debt to consolidated EBITDA (both as defined in the credit agreement) of 5.5x over the trailing four consecutive quarters through September 30, 2017. The consolidated total leverage ratio will reduce to 5.25x on December 31, 2017, 5.0x on December 31, 2018, 4.75x on December 31, 2019 and 4.5x on December 31, 2020.
The indentures governing our 4.875% senior notes and 5.375% senior notes contain covenants that limit, among other things, our ability and the ability of our restricted subsidiaries to incur certain additional indebtedness and issue preferred stock, make certain distributions, investments and other restricted payments, sell certain assets, agree to any restrictions on the ability of restricted subsidiaries to make payments to us, merge, consolidate or sell all of our assets, create certain liens, and engage in transactions with affiliates on terms that are not on an arms-length basis. Certain covenants, including those pertaining to incurrence of indebtedness, restricted payments, asset sales, mergers, and transactions with affiliates will be suspended during any period in which the notes are rated investment grade by both rating agencies and no default or event of default under the indenture has occurred and is continuing. The 4.875% senior notes and the 5.375% senior notes contain two incurrence-based financial covenants, as defined, requiring a minimum fixed charge coverage ratio of 2.0x and a maximum secured indebtedness leverage ratio of 3.5x.
Some of our other subsidiary indebtedness includes restrictions on entering into various transactions, such as acquisitions and disposals, and prohibits payment of ordinary dividends. They also have financial covenants including minimum consolidated EBITDA to consolidated net interest payable, minimum consolidated cash flow to consolidated debt service and maximum consolidated debt to consolidated EBITDA, all as defined in the applicable debt agreements.
As of September 30, 2017, we believe we were in compliance with all of our debt covenants. We expect to remain in compliance with all of our debt covenants throughout 2017.
Uses of Cash
Acquisitions
When we make acquisitions, the acquired entity may have cash at the time of acquisition. All amounts related to the use of cash for acquisitions discussed in this section are presented net of any cash acquired. During the nine months ended September 30, 2017, we used $18.8 million of cash primarily for the acquisitions of ticketing businesses located in the United States, the Czech Republic and Poland, a concert promotion business located in Italy and a controlling interest in an artist management business located in the United States. As of the date of acquisition, the acquired businesses had a total of $8.9 million of cash on their balance sheets, primarily related to deferred revenue for future events.
During the nine months ended September 30, 2016, we used $113.1 million of cash primarily for the acquisitions of a concert promoter located in Germany, controlling interests in festival and concert promoters located in the United Kingdom and the United States and an artist management business with locations in the United States and Canada. As of the date of acquisition, the acquired businesses had a total of $21.1 million of cash on their balance sheets, primarily related to deferred revenue for future events.
Capital Expenditures
Venue and ticketing operations are capital intensive businesses, requiring continual investment in our existing venues and ticketing systems in order to address fan, client and artist expectations, technological industry advances and various federal, state and/or local regulations.
We categorize capital outlays between maintenance capital expenditures and revenue generating capital expenditures. Maintenance capital expenditures are associated with the renewal and improvement of existing venues and technology systems, web development and administrative offices. Revenue generating capital expenditures generally relate to the construction of new venues, major renovations to existing buildings or buildings that are being added to our venue network, the development of new online or ticketing tools and other technology enhancements. Revenue generating capital expenditures can also include smaller projects whose purpose is to increase revenue and/or improve operating income. Capital expenditures typically increase during periods when venues are not in operation since that is the time that such improvements can be completed.

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Our capital expenditures, including accruals for amounts incurred but not yet paid for but net of expenditures funded by outside parties such as landlords or replacements funded by insurance proceeds, consisted of the following:
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
(in thousands)
Maintenance capital expenditures
$
82,594

 
$
58,407

Revenue generating capital expenditures
89,398

 
62,229

Total capital expenditures
$
171,992

 
$
120,636

Maintenance capital expenditures during the first nine months of 2017 increased from the same period of the prior year primarily associated with the relocation of certain office facilities and venue-related projects.
Revenue generating capital expenditures during the first nine months of 2017 increased from the same period of the prior year primarily due to food and beverage and wi-fi enhancements at our amphitheaters, festival site improvements and higher investment in technology.
We currently expect capital expenditures to be approximately $220 million for the full year of 2017.
Cash Flows
 
Nine Months Ended 
 September 30,
 
2017
 
2016
 
(in thousands)
Cash provided by (used in):
 
 
 
Operating activities
$
417,262

 
$
119,516

Investing activities
$
(235,499
)
 
$
(260,174
)
Financing activities
$
(25,663
)
 
$
(109,700
)
Operating Activities
Cash provided by operating activities increased $297.7 million for the nine months ended September 30, 2017 as compared to the same period of the prior year. During the first nine months of 2017, we delivered higher net income and our accounts payable and accrued liabilities increased based on timing of payments.
Investing Activities
Cash used in investing activities decreased $24.7 million for the nine months ended September 30, 2017 as compared to the same period of the prior year primarily due to lower net payments for acquisitions partially offset by higher purchases of property, plant and equipment. See “—Uses of Cash” above for further discussion.
Financing Activities
Cash used in financing activities decreased $84.0 million for the nine months ended September 30, 2017 as compared to the same period of the prior year primarily as a result of higher proceeds from the exercise of stock options and fewer purchases of noncontrolling interests.
Seasonality
Our Concerts and Sponsorship & Advertising segments typically experience higher operating income in the second and third quarters as our outdoor venues and festivals are primarily used in or occur from May through October. In addition, the timing of when tickets are sold and the tours of top-grossing acts can impact comparability of quarterly results year over year, although annual results may not be impacted. Our Ticketing segment revenue is impacted by fluctuations in the availability of events for sale to the public, which vary depending upon scheduling by our clients.
Cash flows from our Concerts segment typically have a slightly different seasonality as payments are often made for artist performance fees and production costs for tours in advance of the date the related event tickets go on sale. These artist fees and production costs are expensed when the event occurs. Once tickets for an event go on sale, we generally begin to receive payments from ticket sales at our owned or operated venues and festivals in advance of when the event occurs. We record these ticket sales as revenue when the event occurs.


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Market Risk
We are exposed to market risks arising from changes in market rates and prices, including movements in foreign currency exchange rates and interest rates.
Foreign Currency Risk
We have operations in countries throughout the world. The financial results of our foreign operations are measured in their local currencies. Our foreign subsidiaries also carry certain net assets or liabilities that are denominated in a currency other than that subsidiary’s functional currency. As a result, our financial results could be affected by factors such as changes in foreign currency exchange rates or weak economic conditions in the foreign markets in which we have operations. Currently, we do not operate in any hyper-inflationary countries. Our foreign operations reported operating income of $134.7 million for the nine months ended September 30, 2017. We estimate that a 10% change in the value of the United States dollar relative to foreign currencies would change our operating income for the nine months ended September 30, 2017 by $13.5 million. As of September 30, 2017, our primary foreign exchange exposure included the Euro, British Pound, Australian Dollar and Canadian Dollar. This analysis does not consider the implication such currency fluctuations could have on the overall economic conditions of the United States or other foreign countries in which we operate or on the results of operations of our foreign entities. In addition, the reported carrying value of our assets and liabilities, including the total cash and cash equivalents held by our foreign operations, will also be affected by changes in foreign currency exchange rates.
We primarily use forward currency contracts, in addition to options, to reduce our exposure to foreign currency risk associated with short-term artist fee commitments. We also may enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income. At September 30, 2017, we had forward currency contracts and options outstanding with a notional amount of $124.3 million.
Interest Rate Risk
Our market risk is also affected by changes in interest rates. We had $2.4 billion of total debt, excluding debt discounts and issuance costs, outstanding as of September 30, 2017, of which $1.2 billion was fixed-rate debt and $1.2 billion was floating-rate debt.
Based on the amount of our floating-rate debt as of September 30, 2017, each 25-basis point increase or decrease in interest rates would increase or decrease our annual interest expense and cash outlay by approximately $3.0 million when the floor rate is not applicable. This potential increase or decrease is based on the simplified assumption that the level of floating-rate debt remains constant with an immediate across-the-board increase or decrease as of September 30, 2017 with no subsequent change in rates for the remainder of the period.
We have one interest rate cap agreement with an aggregate notional amount of $5.4 million at September 30, 2017. The interest rate cap agreement ensures that a portion of our floating-rate debt does not exceed 4.25% and expires in June 2018. This agreement has not been designated as a hedging instrument. Therefore, any change in fair value is recorded in earnings during the period of change.
Ratio of Earnings to Fixed Charges
The ratio of earnings to fixed charges is as follows:
Nine months ended September 30,
 
Year Ended December 31,
2017
 
2016
 
2016
 
2015
 
2014
 
2013
2.63
 
2.25
 
1.38
 
1.03
 
*
 
*
*
For the years ended December 31, 2014 and 2013, fixed charges exceeded earnings before income taxes and fixed charges by $104.0 million and $6.0 million, respectively.
The ratio of earnings to fixed charges was computed on a total company basis. Earnings represent income before income taxes less equity in undistributed net income (loss) of nonconsolidated affiliates plus fixed charges. Fixed charges represent interest, amortization of debt discount, debt issuance costs and premium and the estimated interest portion of rental charges. Rental charges exclude variable rent expense for events in third-party venues.
Accounting Pronouncements
Information regarding recently issued and adopted accounting pronouncements can be found in Item 1.—Financial Statements—Note 1—Basis of Presentation and Other Information.

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Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates that are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. The result of these evaluations forms the basis for making judgments about the carrying values of assets and liabilities and the reported amount of revenue and expenses that are not readily apparent from other sources. Because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such difference could be material.
Management believes that the accounting estimates involved in business combinations, impairment of long-lived assets and goodwill, revenue recognition, and income taxes are the most critical to aid in fully understanding and evaluating our reported financial results, and they require management’s most difficult, subjective or complex judgments, resulting from the need to make estimates about the effect of matters that are inherently uncertain. These critical accounting estimates, the judgments and assumptions and the effect if actual results differ from these assumptions are described in Part II Financial InformationItem 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2016 Annual Report on Form 10-K filed with the SEC on February 23, 2017.
There have been no changes to our critical accounting policies during the nine months ended September 30, 2017.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Required information is within Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Market Risk.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to our company, including our consolidated subsidiaries, is made known to the officers who certify our financial reports and to other members of senior management and our board of directors.
Based on their evaluation as of September 30, 2017, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that (1) the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (2) the information we are required to disclose in such reports is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all possible errors and fraud. Our disclosure controls and procedures are, however, designed to provide reasonable assurance of achieving their objectives, and our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective at that reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II—OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding our legal proceedings can be found in Part I Financial Information—Item 1. Financial Statements—Note 4—Commitments and Contingent Liabilities.
Item 1A. Risk Factors
While we attempt to identify, manage and mitigate risks and uncertainties associated with our business to the extent practical under the circumstances, some level of risk and uncertainty will always be present. Part I Financial InformationItem 1A. Risk Factors of our 2016 Annual Report on Form 10-K filed with the SEC on February 23, 2017, describes some of the risks and uncertainties associated with our business which have the potential to materially affect our business, financial condition or results of operations. We do not believe that there have been any material changes to the risk factors previously disclosed in our 2016 Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 5. Other Information
None.
Item 6. Exhibits
The information in the Exhibit Index of this Quarterly Report on Form 10-Q is incorporated into this Item 6 by reference.

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SIGNATURES
Pursuant to the requirements 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 November 2, 2017.
 
LIVE NATION ENTERTAINMENT, INC.
 
 
By:
/s/ Brian Capo
 
Brian Capo
 
Chief Accounting Officer (Duly Authorized Officer)

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EXHIBIT INDEX
 
 
Exhibit Description
 
Incorporated by Reference
Filed
Here
with
Exhibit
No.
 
Form
 
File No.
 
Exhibit No.
 
Filing Date
 
31.1
 
 
 
 
 
 
 
 
 
 
X
31.2
 
 
 
 
 
 
 
 
 
 
X
32.1
 
 
 
 
 
 
 
 
 
 
X
32.2
 
 
 
 
 
 
 
 
 
 
X
101.INS
 
XBRL Instance Document.
 
 
 
 
 
 
 
 
 
X
101.SCH
 
XBRL Taxonomy Schema Document.
 
 
 
 
 
 
 
 
 
X
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.DEF
 
XBRL Taxonomy Definition Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.LAB
 
XBRL Taxonomy Label Linkbase Document.
 
 
 
 
 
 
 
 
 
X
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document.
 
 
 
 
 
 
 
 
 
X






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