Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 20, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Live Nation Entertainment, Inc. | ||
Entity Central Index Key | 1,335,258 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Public Float | $ 4,700,000,000 | ||
Entity Common Stock, Shares Outstanding | 208,168,826 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 1,825,322 | $ 1,526,591 |
Accounts receivable, less allowance of $32,755 and $29,634 in 2017 and 2016, respectively | 725,304 | 568,936 |
Prepaid expenses | 546,713 | 528,250 |
Other current assets | 55,403 | 49,774 |
Total current assets | 3,152,742 | 2,673,551 |
Property, plant and equipment | ||
Land, buildings and improvements | 955,937 | 838,545 |
Computer equipment and capitalized software | 610,924 | 524,571 |
Furniture and other equipment | 312,962 | 256,765 |
Construction in progress | 133,906 | 125,430 |
Property, plant and equipment, gross | 2,013,729 | 1,745,311 |
Less accumulated depreciation | 1,127,793 | 993,775 |
Property, plant and equipment, net | 885,936 | 751,536 |
Intangible assets | ||
Definite-lived intangible assets, net | 729,265 | 812,031 |
Indefinite-lived intangible assets | 369,023 | 368,766 |
Goodwill | 1,754,589 | 1,747,088 |
Other long-term assets | 612,708 | 411,294 |
Total assets | 7,504,263 | 6,764,266 |
Current liabilities | ||
Accounts payable, client accounts | 948,637 | 726,475 |
Accounts payable | 85,666 | 55,030 |
Accrued expenses | 1,109,246 | 781,494 |
Deferred revenue | 925,220 | 804,973 |
Current portion of long-term debt, net | 347,593 | 53,317 |
Other current liabilities | 160,638 | 39,055 |
Total current liabilities | 3,577,000 | 2,460,344 |
Long-term debt, net | 1,952,366 | 2,259,736 |
Long-term deferred income taxes | 137,635 | 197,811 |
Other long-term liabilities | 174,391 | 149,791 |
Commitments and contingent liabilities | ||
Redeemable noncontrolling interests | 244,727 | 347,068 |
Stockholders’ equity | ||
Common stock, $.01 par value; 450,000,000 shares authorized; 209,489,118 and 204,475,849 shares issued and 209,081,094 and 204,067,825 shares outstanding in 2017 and 2016, respectively | 2,069 | 2,034 |
Additional paid-in capital | 2,374,006 | 2,381,011 |
Accumulated deficit | (1,079,472) | (1,073,457) |
Cost of shares held in treasury (408,024 shares) | (6,865) | (6,865) |
Accumulated other comprehensive loss | (108,542) | (176,707) |
Total Live Nation stockholders’ equity | 1,181,196 | 1,126,016 |
Noncontrolling interests | 236,948 | 223,500 |
Total equity | 1,418,144 | 1,349,516 |
Total liabilities and equity | 7,504,263 | 6,764,266 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | 0 | 0 |
Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock | $ 0 | $ 0 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Allowance for doubtful accounts | $ 32,755 | $ 29,634 |
Stockholders’ equity | ||
Common stock, par value (in dollars per share | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 450,000,000 | 450,000,000 |
Common stock, shares issued | 208,483,993 | 204,475,849 |
Common stock, shares outstanding | 208,075,969 | 204,067,825 |
Treasury stock, shares | 408,024 | 408,024 |
Series A Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred Stock [Member] | ||
Stockholders’ equity | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 30,000,000 | 30,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Revenue | $ 10,337,448 | $ 8,354,934 | $ 7,245,731 |
Operating expenses: | |||
Direct operating expenses | 7,748,791 | 6,082,708 | 5,196,473 |
Selling, general and administrative expenses | 1,907,723 | 1,548,450 | 1,411,855 |
Depreciation and amortization | 455,534 | 403,651 | 397,241 |
Loss (gain) on disposal of operating assets | (969) | 124 | 845 |
Corporate expenses | 134,972 | 125,061 | 107,945 |
Operating income (loss) | 91,397 | 194,940 | 131,372 |
Interest expense | 106,722 | 106,506 | 102,881 |
Loss on extinguishment of debt | 1,048 | 14,049 | 0 |
Interest income | (5,717) | (2,573) | (3,528) |
Equity in losses (earnings) of nonconsolidated affiliates | (1,161) | 17,802 | (1,502) |
Other expense (income), net | (115) | 10,830 | 27,168 |
Income before income taxes | (9,380) | 48,326 | 6,353 |
Income tax expense (benefit) | (17,154) | 28,029 | 22,122 |
Net income (loss) | 7,774 | 20,297 | (15,769) |
Net income attributable to noncontrolling interests | 13,789 | 17,355 | 16,739 |
Net income (loss) attributable to common stockholders of Live Nation | $ (6,015) | $ 2,942 | $ (32,508) |
Basic and diluted net loss per common share available to common stockholders of Live Nation | $ (0.48) | $ (0.23) | $ (0.33) |
Weighted average common shares outstanding: | |||
Basic and diluted (in shares) | 204,923,740 | 202,076,243 | 200,973,485 |
Reconciliation to net loss available to common stockholders of Live Nation: | |||
Net income (loss) attributable to common stockholders of Live Nation | $ (6,015) | $ 2,942 | $ (32,508) |
Accretion of redeemable noncontrolling interests | (91,631) | (49,952) | (33,179) |
Basic and diluted net loss available to common stockholders of Live Nation | $ (97,646) | $ (47,010) | $ (65,687) |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 7,774 | $ 20,297 | $ (15,769) |
Other comprehensive income (loss), net of tax: | |||
Foreign currency translation adjustments | 67,704 | (64,947) | (41,895) |
Other | 461 | (103) | 248 |
Comprehensive income (loss) | 75,939 | (44,753) | (57,416) |
Comprehensive income attributable to noncontrolling interests | 13,789 | 17,355 | 16,739 |
Comprehensive income (loss) attributable to common stockholders of Live Nation | $ 62,150 | $ (62,108) | $ (74,155) |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Cost of Shares Held in Treasury [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Noncontrolling Interests [Member] | Redeemable Noncontrolling Interests [Member] |
Balances at Dec. 31, 2014 | $ 1,483,847 | $ 2,004 | $ 2,414,428 | $ (1,042,603) | $ (6,865) | $ (70,010) | $ 186,893 | |
Balances (in shares) at Dec. 31, 2014 | 200,431,276 | |||||||
Equity [Roll Forward] | ||||||||
Non-cash and stock-based compensation | 33,361 | 33,361 | ||||||
Common stock issued under stock plans, net of shares withheld for employee taxes | (7,652) | $ 5 | (7,657) | 0 | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 460,418 | |||||||
Exercise of stock options | 16,280 | $ 11 | 16,269 | |||||
Exercise of stock options (in shares) | 1,138,891 | |||||||
Acquisitions | 30,627 | 30,627 | ||||||
Purchases of noncontrolling interests | (10,140) | (6,555) | (3,585) | |||||
Sales of noncontrolling interests | 12,619 | 11,899 | 720 | |||||
Redeemable noncontrolling interests fair value adjustments | (33,179) | (33,179) | ||||||
Noncontrolling interests contributions | 255 | 255 | ||||||
Cash distributions | (24,693) | (24,693) | ||||||
Other | (5,182) | 0 | (5,182) | |||||
Comprehensive income (loss): | ||||||||
Net income (loss) | (7,577) | (32,508) | 24,931 | |||||
Foreign currency translation adjustments | (41,895) | (41,895) | ||||||
Other | 248 | 248 | ||||||
Balances at Dec. 31, 2015 | 1,446,919 | $ 2,020 | 2,428,566 | (1,075,111) | (6,865) | (111,657) | 209,966 | |
Balances (in shares) at Dec. 31, 2015 | 202,030,585 | |||||||
Balances at Dec. 31, 2014 | $ 168,855 | |||||||
Redeemable Noncontrolling Interests [Roll Forward] | ||||||||
Acquisitions | 83,263 | |||||||
Purchases of noncontrolling interests | 0 | |||||||
Sales of noncontrolling interests | (9,652) | |||||||
Redeemable noncontrolling interests fair value adjustments | 33,179 | |||||||
Cash distributions | (5,953) | |||||||
Other | 2,215 | |||||||
Comprehensive income (loss): | ||||||||
Net income (loss) | (8,192) | |||||||
Balances at Dec. 31, 2015 | 263,715 | |||||||
Equity [Roll Forward] | ||||||||
Non-cash and stock-based compensation | 32,723 | 34,011 | (1,288) | |||||
Common stock issued under stock plans, net of shares withheld for employee taxes | (4,107) | $ 3 | (4,110) | 0 | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 302,545 | |||||||
Exercise of stock options | 20,299 | $ 11 | 20,288 | |||||
Exercise of stock options (in shares) | 1,062,936 | |||||||
Acquisitions | 40,697 | 40,697 | ||||||
Divestitures | (1,856) | (1,856) | ||||||
Purchases of noncontrolling interests | (63,160) | (49,111) | (14,049) | |||||
Sales of noncontrolling interests | 1,851 | 1,424 | 427 | |||||
Redeemable noncontrolling interests fair value adjustments | (49,952) | (49,952) | ||||||
Cash distributions | (34,285) | (34,285) | ||||||
Other | (504) | (105) | (399) | |||||
Comprehensive income (loss): | ||||||||
Net income (loss) | 25,941 | 2,942 | 22,999 | |||||
Foreign currency translation adjustments | (64,947) | (64,947) | ||||||
Other | (103) | (103) | ||||||
Balances at Dec. 31, 2016 | 1,349,516 | $ 2,034 | 2,381,011 | (1,073,457) | (6,865) | (176,707) | 223,500 | |
Balances (in shares) at Dec. 31, 2016 | 203,396,066 | |||||||
Redeemable Noncontrolling Interests [Roll Forward] | ||||||||
Acquisitions | 72,560 | |||||||
Purchases of noncontrolling interests | (12,674) | |||||||
Sales of noncontrolling interests | 0 | |||||||
Redeemable noncontrolling interests fair value adjustments | 49,952 | |||||||
Cash distributions | (20,846) | |||||||
Other | 5 | |||||||
Comprehensive income (loss): | ||||||||
Net income (loss) | (5,644) | |||||||
Balances at Dec. 31, 2016 | 347,068 | 347,068 | ||||||
Equity [Roll Forward] | ||||||||
Non-cash and stock-based compensation | 42,755 | 42,755 | ||||||
Common stock issued under stock plans, net of shares withheld for employee taxes | (5,452) | $ 4 | (5,456) | 0 | ||||
Common stock issued under stock plans, net of shares withheld for employee taxes (in shares) | 342,974 | |||||||
Exercise of stock options | 51,069 | $ 31 | 51,038 | |||||
Exercise of stock options (in shares) | 3,137,997 | |||||||
Acquisitions | 9,159 | 9,159 | ||||||
Purchases of noncontrolling interests | (6,452) | (3,616) | (2,836) | |||||
Redeemable noncontrolling interests fair value adjustments | (91,631) | (91,631) | ||||||
Noncontrolling interests contributions | 10,671 | 10,671 | ||||||
Cash distributions | (24,715) | (24,715) | ||||||
Other | 117 | (95) | 212 | |||||
Comprehensive income (loss): | ||||||||
Net income (loss) | 14,942 | (6,015) | 20,957 | |||||
Foreign currency translation adjustments | 67,704 | 67,704 | ||||||
Other | 461 | 461 | ||||||
Balances at Dec. 31, 2017 | 1,418,144 | $ 2,069 | $ 2,374,006 | $ (1,079,472) | $ (6,865) | $ (108,542) | $ 236,948 | |
Balances (in shares) at Dec. 31, 2017 | 206,877,037 | |||||||
Redeemable Noncontrolling Interests [Roll Forward] | ||||||||
Acquisitions | 6,640 | |||||||
Purchases of noncontrolling interests | (165,227) | |||||||
Redeemable noncontrolling interests fair value adjustments | 91,631 | |||||||
Contributions received | 1,875 | |||||||
Cash distributions | (28,994) | |||||||
Other | (1,099) | |||||||
Comprehensive income (loss): | ||||||||
Net income (loss) | (7,167) | |||||||
Balances at Dec. 31, 2017 | $ 244,727 | $ 244,727 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income (loss) | $ 7,774 | $ 20,297 | $ (15,769) |
Reconciling items: | |||
Depreciation | 149,634 | 139,288 | 134,148 |
Amortization | 305,900 | 264,363 | 263,093 |
Deferred income tax benefit | (71,539) | (7,891) | (9,611) |
Amortization of debt issuance costs, discounts and premium, net | 13,174 | 12,594 | 10,885 |
Provision for uncollectible accounts receivable and advances | 20,295 | 21,681 | 19,505 |
Loss on extinguishment of debt | 1,048 | 14,049 | 0 |
Non-cash compensation expense | 42,755 | 32,723 | 33,361 |
Unrealized changes in fair value of contingent consideration | 18,011 | (5,715) | 8,010 |
Equity in losses (earnings) of nonconsolidated affiliates, net of distributions | 6,898 | 27,498 | 9,436 |
Other, net | 67 | (3,587) | (11,525) |
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions: | |||
Increase in accounts receivable | (133,020) | (146,128) | (67,235) |
Increase in prepaid expenses and other assets | (239,065) | (129,748) | (122,872) |
Increase in accounts payable, accrued expenses and other liabilities | 474,301 | 193,775 | 3,480 |
Increase in deferred revenue | 26,773 | 164,291 | 52,948 |
Net cash provided by operating activities | 623,006 | 597,490 | 307,854 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Advances of notes receivable | (19,120) | (17,227) | (28,288) |
Investments made in nonconsolidated affiliates | (25,170) | (28,922) | (21,998) |
Purchases of property, plant and equipment | (238,435) | (173,827) | (142,491) |
Cash paid for acquisitions, net of cash acquired | (47,946) | (211,624) | (89,780) |
Purchases of intangible assets | (10,977) | (6,234) | (12,267) |
Other, net | 14,062 | 11,357 | 3,839 |
Net cash used in investing activities | (327,586) | (426,477) | (290,985) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from long-term debt, net of debt issuance costs | 60,912 | 844,451 | 57,276 |
Payments on long-term debt including extinguishment costs | (110,855) | (606,831) | (63,569) |
Contributions from noncontrolling interests | 10,671 | 88 | 711 |
Distributions to noncontrolling interests | (46,036) | (55,131) | (30,645) |
Purchases and sales of noncontrolling interests, net | (71,509) | (69,106) | (9,752) |
Proceeds from exercise of stock options | 51,069 | 20,299 | 16,280 |
Payments for deferred and contingent consideration | (15,883) | (20,539) | (6,770) |
Other, net | (5,452) | (14,019) | (7,652) |
Net cash provided by (used in) financing activities | (127,083) | 99,212 | (44,121) |
Effect of exchange rate changes on cash and cash equivalents | 130,394 | (46,759) | (51,652) |
Net increase (decrease) in cash and cash equivalents | 298,731 | 223,466 | (78,904) |
Cash and cash equivalents at beginning of period | 1,526,591 | 1,303,125 | 1,382,029 |
Cash and cash equivalents at end of period | 1,825,322 | 1,526,591 | 1,303,125 |
Cash paid during the year for: | |||
Interest, net of interest income | 87,111 | 96,678 | 92,620 |
Income taxes, net of refunds | $ 44,871 | $ 30,312 | $ 44,287 |
THE COMPANY AND SUMMARY OF SIGN
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES History Live Nation was 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 the Company. The Company completed this separation on December 21, 2005 and became a publicly traded company on the New York Stock Exchange trading under the symbol “LYV.” On January 25, 2010, the Company 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. 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. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements include all accounts of the Company, its majority owned and controlled subsidiaries and VIEs for which the Company is the primary beneficiary. Intercompany accounts among the consolidated businesses have been eliminated in consolidation. Net income (loss) attributable to noncontrolling interests is reflected in the statements of operations. Typically the Company consolidates entities in which the Company owns more than 50% of the voting common stock and controls operations and also VIEs for which the Company is the primary beneficiary. Investments in nonconsolidated affiliates in which the Company owns more than 20% of the voting common stock or otherwise exercises significant influence over operating and financial policies but not control of the nonconsolidated affiliate are accounted for using the equity method of accounting. Investments in nonconsolidated affiliates in which the Company owns less than 20% of the voting common stock and does not exercise significant influence over operating and financial policies are accounted for using the cost method of accounting. All cash flow activity reflected on the consolidated statements of cash flows for the Company is presented net of any non-cash transactions so the amounts reflected may be different than amounts shown in other places in the Company’s financial statements that are based on accrual accounting and therefore include non-cash amounts. For example, the purchases of property, plant and equipment reflected on the consolidated statements of cash flows reflects the amount of cash paid during the year for these purchases and does not include the impact of the changes in accrued expenses related to capital expenditures during the year. Variable Interest Entities In the normal course of business, the Company enters into joint ventures or makes investments in companies that will allow it to expand its core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether the Company is the primary beneficiary of a VIE, it assesses whether it has the power to direct activities that most significantly impact the economic performance of the entity and has the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities the Company believes most significantly impact the economic performance of its VIEs include the unilateral ability to approve the annual budget, the unilateral ability to terminate key management and the unilateral ability to approve entering into agreements with artists, among others. The Company has certain rights and obligations related to its involvement in the VIEs, including the requirement to provide operational cash flow funding. As of December 31, 2017 and 2016 , excluding intercompany balances and allocated goodwill and intangible assets, there were $192.1 million and $186.4 million of assets and $98.0 million and $98.9 million of liabilities, respectively, related to VIEs included in the balance sheets. None of the Company’s VIEs are significant on an individual basis. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company’s cash and cash equivalents consist primarily of domestic and foreign bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. These balances are stated at cost, which approximates fair value. Included in the December 31, 2017 and 2016 cash and cash equivalents balance is $769.4 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 (“client cash”), which amounts are to be remitted to the clients. The Company generally does not utilize client cash for its own financing or investing activities as the amounts are payable to clients on a regular basis. These amounts due to clients are included in accounts payable, client accounts. Cash held in interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents; however, these balances could be impacted in the future if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to its cash or cash equivalents; however, the Company can provide no assurances that access to its cash and cash equivalents will not be impacted in the future by adverse conditions in the financial markets. Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large number and the geographic diversification of its customers. Prepaid Expenses The majority of the Company’s prepaid expenses relate to event expenses including show advances and deposits and other costs directly related to future concert events. For advances that are expected to be recouped over a period of more than 12 months, the long-term portion of the advance is classified as other long-term assets. These prepaid costs are charged to operations upon completion of the related events. Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to the Company’s clients pursuant to ticketing agreements and are reflected in prepaid expenses or in other long-term assets if the amount is expected to be recouped or recognized over a period of more than 12 months. Recoupable ticketing contract advances are generally recoupable against future royalties earned by the clients, based on the contract terms, over the life of the contract. Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by the Company to secure the contract with certain clients and are normally amortized over the life of the contract on a straight-line basis. Amortization of these non-recoupable ticketing contract advances is included in depreciation and amortization in the statements of operations. For the years ended December 31, 2017 , 2016 and 2015 , the Company amortized $83.3 million , $85.1 million and $86.6 million , respectively, related to non-recoupable ticketing contract advances. Business Combinations During 2017 , 2016 and 2015 , 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. The Company accounts for its business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration is recorded at fair value on the acquisition date and classified as a liability. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items. Property, Plant and Equipment Property, plant and equipment are stated at cost or fair value at the date of acquisition. Depreciation, which is recorded for both owned assets and assets under capital leases, is computed using the straight-line method over their estimated useful lives, which are typically as follows: Buildings and improvements - 10 to 50 years Computer equipment and capitalized software - 3 to 10 years Furniture and other equipment - 3 to 10 years Leasehold improvements are depreciated over the shorter of the economic life or associated lease term assuming the Company exercises renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for asset renewal and improvements are capitalized. The Company tests for possible impairment of property, plant and equipment whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projected, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. If indicators exist, the Company compares the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows. Intangible Assets The Company classifies intangible assets as definite-lived or indefinite-lived. Definite-lived intangibles include revenue-generating contracts, client/vendor relationships, trademarks and naming rights, technology, non-compete agreements, and venue management and leasehold agreements, all of which are amortized either on a straight-line basis over the respective lives of the agreements, typically 3 to 15 years, or on a basis more representative of the time pattern over which the benefit is derived. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are stated at cost or fair value at the date of acquisition. Indefinite-lived intangibles consist of trade names. Indefinite-lived intangibles are not subject to amortization, but are reviewed for impairment at least annually. The Company tests for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projected, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. If indicators exist, the Company compares the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The Company tests for possible impairment of indefinite-lived intangible assets at least annually. Depending on facts and circumstances, qualitative factors may first be assessed to determine whether the existence of events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. If it is concluded that it is more likely than not impaired, the Company performs a quantitative impairment test by comparing the fair value with the carrying amount. If the qualitative assessment is not performed first, the Company performs only this quantitative test. When specific assets are determined to be impaired, the cost basis of the asset is reduced to reflect the current fair value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The impairment loss calculations require management to apply judgment in estimating future cash flows, projected expected revenue, discount rates and royalty rates that reflect the risk inherent in future cash flows. Goodwill The Company reviews goodwill for impairment annually, as of October 1, using a two-step process. It also tests goodwill for impairment in other periods if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount or when the Company changes its reporting units. The first step is a qualitative evaluation as to whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying value using an assessment of relevant events and circumstances. Examples of such events and circumstances include historical financial performance, industry and market conditions, macroeconomic conditions, reporting unit-specific events, historical results of goodwill impairment testing and the timing of the last performance of a quantitative assessment. If any reporting units are concluded to be more likely than not impaired, or if that conclusion cannot be determined qualitatively, a second step is performed for that reporting unit. Regardless, all reporting units undergo a second step at least once every five years. This second step, used to quantitatively screen for potential impairment and measure the impairment, if any, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the reporting unit’s carrying value exceeds its fair value, the excess of the carrying value over the fair value is recorded as an impairment to goodwill. If a reporting unit’s carrying value is negative, the reporting unit passes the impairment test. In this case, the Company will disclose the amount of goodwill allocated to that reporting unit and disclose which reportable segment the reporting unit is included in. In both steps, discount rates, market multiples, and sensitivity tests are derived and/or computed with the assistance of external valuation consultants. The second step that the Company uses to evaluate goodwill for impairment and measure impairment, if any, involves the determination of the fair value of the Company’s reporting units. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates. In developing fair values for its reporting units, the Company employs a market multiple or a discounted cash flow methodology, or a combination thereof. The market multiple methodology compares the Company to similar companies on the basis of risk characteristics to determine its risk profile relative to those companies as a group. This analysis generally focuses on both quantitative considerations, which include financial performance and other quantifiable data, and qualitative considerations, which include any factors which are expected to impact future financial performance. The most significant assumptions affecting the market multiple methodology are the market multiples used and control premium. A control premium represents the additional value an investor would pay in order to obtain a controlling interest in the respective reporting unit. The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. It is important to note that items such as depreciation, amortization and stock-based compensation expense are not part of cash flows which is more akin to the Company’s AOI metric. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses the Company’s estimates of future financial performance. The most significant assumptions used in the discounted cash flow methodology are the discount rate and expected future revenue, which vary among reporting units. Nonconsolidated Affiliates In general, nonconsolidated investments in which the Company owns more than 20% of the common stock or otherwise exercises significant influence over an affiliate are accounted for under the equity method. The Company recognizes gains or losses upon the issuance of securities by any of its equity method investees. The Company reviews the value of equity method investments and records impairment charges in the statements of operations for any decline in value that is determined to be other-than-temporary. If the Company obtains control of a nonconsolidated affiliate through the purchase of additional ownership interest or changes in the governing agreements, it remeasures its investment to fair value first and then applies the accounting guidance for business combinations. Any gain or loss resulting from the remeasurement to fair value is recorded as a component of other expense (income), net in the statements of operations. Accounts Payable, Client Accounts Accounts payable, client accounts consists of contractual amounts due to ticketing clients which includes the face value of tickets sold and the clients’ share of service charges. Income Taxes The Company accounts for income taxes using the liability method which results in deferred tax assets and liabilities based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion of or the entire asset will not be realized. As almost all earnings from the Company’s continuing foreign operations are permanently reinvested and not distributed, the Company’s income tax provision does not include additional United States state and foreign withholding or transaction taxes on those foreign earnings that would be incurred if they were distributed. It is not practicable to determine the amount of state and foreign income taxes, if any, that might become due in the event that any remaining available cash associated with these earnings were distributed. The FASB guidance for income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. The Company has established a policy of including interest related to tax loss contingencies in income tax expense (benefit) in the statements of operations. Revenue Recognition Revenue from the promotion and production of an event in the Concerts segment is recognized after the show occurs. Revenue related to larger global tours is also recognized after the show occurs; however, any profits related to these tours, primarily related to music tour production and tour management services, is recognized after minimum revenue guarantee thresholds, if any, have been achieved. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorships and other revenue, which is not related to any single event, is classified as deferred revenue and generally recognized over the operating season or the term of the contract. Revenue from the Company’s ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold. For tickets sold to events at the Company’s owned or operated venues and festivals in the United States, and where the Company controls the tickets internationally, the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs and these service charges are shared between the Company’s Ticketing and Concerts segments. For tickets sold for events at third-party venues, the revenue is recognized at the time of the sale and is recorded by the Company’s Ticketing segment. The Company accounts for taxes that are externally imposed on revenue producing transactions on a net basis. Gross versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of an arrangement. The Ticketing segment’s revenue, which primarily consists of service fees from its ticketing operations, is recorded net of the face value of the ticket as the Company generally acts as an agent in these transactions. Foreign Currency Results of operations for foreign subsidiaries and foreign equity investees are translated into United States dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into United States dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders’ equity in AOCI. Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally. For the year ended December 31, 2017 , the Company recorded net foreign currency transaction gains of $3.1 million . For the years ended December 31, 2016 and 2015 , the Company recorded net foreign currency transaction losses of $8.8 million and $35.3 million , respectively. The Company does not currently have operations in highly inflationary countries. Advertising Expense The Company records advertising expense in the year that it is incurred. Throughout the year, general advertising expenses are recognized as they are incurred, but event-related advertising for concerts is recognized once the show occurs. However, all advertising costs incurred during the year and not previously recognized are expensed at the end of the year. Advertising expenses of $378.1 million , $311.9 million and $275.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, were recorded as a component of direct operating expenses. Advertising expenses of $40.3 million , $33.2 million and $28.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, were recorded as a component of selling, general and administrative expenses. Direct Operating Expenses Direct operating expenses include artist fees, show-related marketing and advertising expenses, royalties paid to clients for their share of service charges, rent expense for events in third-party venues, credit card fees, telecommunication and data communication costs associated with the Company’s call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and salaries and wages related to seasonal employees at the Company’s venues along with other costs, including ticket stock and shipping. These costs are primarily variable in nature. Selling, General and Administrative Expenses Selling, general and administrative expenses include salaries and other compensation costs related to full-time employees, fixed rent, travel and entertainment, legal expenses and consulting along with other costs. Depreciation and Amortization The Company’s depreciation and amortization is presented as a separate line item in the statements of operations. There is no depreciation or amortization included in direct operating expenses, selling, general and administrative expenses or corporate expenses. Non-cash and Stock-based Compensation The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. Stock-based compensation expense recognized includes compensation expense for all share-based payments using the estimated grant date fair value. Stock-based compensation expense is adjusted for forfeitures as they occur. The fair value for options in Live Nation stock is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of the options is amortized to expense on a straight-line basis over the options’ vesting period. The Company uses an expected volatility based on an even weighting of its own traded options and historical volatility. Beginning in 2017, the Company uses a weighted-average expected life based on historical experience calculated with the assistance of outside consultants. Through December 31, 2016, the Company used the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The Company used the simplified method as it did not believe its historical experience provided a reasonable basis with which to estimate the expected term due to the impact of a number of divestitures after its inception, the varying vesting terms of awards issued since the Company’s inception and the impact from the type and amount of awards converted pursuant to the Company’s merger with Ticketmaster Entertainment LLC. The risk-free rate for periods within the expected life of the option is based on the United States Treasury note rate. The fair value of restricted stock awards and deferred stock awards, which is generally the stock price on the date of grant, is amortized to expense on a straight-line basis over the vesting period except for restricted stock awards and deferred stock awards with minimum performance or market targets as their vesting condition. The performance-based awards are amortized to expense on a graded basis over the vesting period to the extent that it is probable that the performance criteria will be met. Specific for market-based awards, the fair value is estimated using a Monte Carlo simulation model and is then amortized to expense on a graded basis over the derived service period, which is estimated as the median weighted average vesting period from the Monte Carlo simulation model. However, unlike awards with a service or performance condition, the expense for market-based awards will not be reversed solely because the market condition is not satisfied. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. 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. In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance should be applied prospectively to goodwill impairment tests performed within the period of adoption. The Company adopted this guidance effective October 1, 2017. 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 which the entity expects to be entitled to receive in exchange for those goods or services. The FASB also issued important guidance clarifying certain guidelines of the standard including (1) reframing the indicators in the principal |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 12 Months Ended |
Dec. 31, 2017 | |
LONG-LIVED ASSETS [Abstract] | |
LONG-LIVED ASSETS | 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 years ended December 31, 2017 and 2016 : Revenue- generating contracts Client / vendor relationships Trademarks Technology Other (1) Total (in thousands) Balance as of December 31, 2015: Gross carrying amount $ 700,795 $ 379,282 $ 86,556 $ 30,265 $ 246,003 $ 1,442,901 Accumulated amortization (313,743 ) (169,620 ) (14,578 ) (8,602 ) (158,595 ) (665,138 ) Net 387,052 209,662 71,978 21,663 87,408 777,763 Gross carrying amount: Acquisitions—current year 136,029 42,861 5,100 24,804 11,411 220,205 Acquisitions—prior year 11,404 782 3,618 — 2,674 18,478 Dispositions — (2,299 ) — — (1,225 ) (3,524 ) Foreign exchange (25,360 ) (4,528 ) (930 ) (1,364 ) (8,110 ) (40,292 ) Other (2) (62,470 ) (14,089 ) (6 ) (627 ) (126,746 ) (203,938 ) Net change 59,603 22,727 7,782 22,813 (121,996 ) (9,071 ) Accumulated amortization: Amortization (76,484 ) (60,815 ) (9,623 ) (6,153 ) (25,055 ) (178,130 ) Dispositions — 599 — — 22 621 Foreign exchange 10,555 1,962 477 491 2,926 16,411 Other (2) 62,872 14,089 — 627 126,849 204,437 Net change (3,057 ) (44,165 ) (9,146 ) (5,035 ) 104,742 43,339 Balance as of December 31, 2016: Gross carrying amount 760,398 402,009 94,338 53,078 124,007 1,433,830 Accumulated amortization (316,800 ) (213,785 ) (23,724 ) (13,637 ) (53,853 ) (621,799 ) Net 443,598 188,224 70,614 39,441 70,154 812,031 Gross carrying amount: Acquisitions—current year 19,095 22,635 — 12,707 6,620 61,057 Acquisitions—prior year (6,724 ) — 35,464 1,120 — 29,860 Foreign exchange 23,308 10,457 1,429 2,278 4,857 42,329 Other (2) (6,714 ) (93,652 ) (4,900 ) (5,517 ) (253 ) (111,036 ) Net change 28,965 (60,560 ) 31,993 10,588 11,224 22,210 Accumulated amortization: Amortization (94,797 ) (61,550 ) (13,315 ) (13,869 ) (19,035 ) (202,566 ) Foreign exchange (9,918 ) (4,460 ) (560 ) (764 ) (2,463 ) (18,165 ) Other (2) 11,504 93,438 4,918 5,525 370 115,755 Net change (93,211 ) 27,428 (8,957 ) (9,108 ) (21,128 ) (104,976 ) Balance as of December 31, 2017: Gross carrying amount 789,363 341,449 126,331 63,666 135,231 1,456,040 Accumulated amortization (410,011 ) (186,357 ) (32,681 ) (22,745 ) (74,981 ) (726,775 ) Net $ 379,352 $ 155,092 $ 93,650 $ 40,921 $ 60,250 $ 729,265 ___________________ (1) Other includes non-compete agreements of $31.6 million and $43.9 million at December 31, 2017 and 2016 , respectively, and venue management and leaseholds of $27.2 million and $24.3 million at December 31, 2017 and 2016 , respectively. (2) Other includes netdowns of fully amortized or impaired assets. Included in the current year acquisitions amount above for 2017 are definite-lived intangible assets primarily associated with the acquisitions of an artist management business located in the United States, various concert promotion businesses located in the United States and Italy, a festival promotion business located in Switzerland and various ticketing businesses located in the United States and the Czech Republic. Included in the prior year acquisitions amount above for 2017 are changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia. Included in the current year acquisitions amount above for 2016 are definitive-lived intangible assets primarily associated with the acquisitions of festival and concert promoters located in the United States, Australia, Sweden and the United Kingdom, an artist management business with locations in the United States and Canada, a digital content company located in the United States, and the remaining interest in a ticketing-related technology business that had previously been accounted for as a cost method investment. Included in the prior year acquisitions amount above for 2016 are changes primarily associated with the acquisition of a festival promoter located in the United States. The 2017 and 2016 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows: Weighted- Average Life (years) 2017 2016 Revenue-generating contracts 7 8 Client/vendor relationships 6 6 Trademarks and naming rights — 10 Technology 3 5 Other 9 5 All categories 6 8 Amortization of definite-lived intangible assets for the years ended December 31, 2017 , 2016 and 2015 was $202.6 million , $178.1 million and $174.0 million , respectively. The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets that exist at December 31, 2017 : (in thousands) 2018 $ 179,251 2019 $ 151,852 2020 $ 118,439 2021 $ 81,950 2022 $ 63,920 As acquisitions and dispositions occur in the future and the valuations of intangible assets for recent acquisitions are completed, amortization expense may vary. Indefinite-lived Intangibles The Company has indefinite-lived intangible assets which consist of trade names. These indefinite-lived intangible assets had a carrying value of $369.0 million and $368.8 million as of December 31, 2017 and 2016 , respectively. 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 12 —Segment Data. The Company’s reporting units reviewed for impairment remain unchanged. The Company currently has seven reporting units with goodwill balances: International Concerts, North America Concerts, Artist Management and Artist Services (non-management) within the Concerts segment; Sponsorship & Advertising; and International Ticketing and North America Ticketing within the Ticketing segment. The Company reviews goodwill for impairment annually, as of October 1, using a two-step process: a qualitative review and a quantitative analysis. In 2017 , as part of the Company’s annual test for impairment of goodwill, five reporting units were assessed under the initial qualitative evaluation and did not require a quantitative analysis. These reporting units account for approximately 80% of the Company’s goodwill at December 31, 2017 . Considerations included (a) considerable excess of fair values over carrying values in the most recent quantitative analysis performed, (b) improved discount rates, (c) varying results on market multiples and (d) improving financial results. Finally, for two reporting units that account for approximately 20% of the Company’s goodwill at December 31, 2017 , although discount rates remained consistent with prior year, the qualitative analysis was inconclusive due to declines in recent financial performance against prior expectations and varying results on market multiples. As such, quantitative analysis was performed for these reporting units. The Company performed the quantitative analysis using a combination of a discounted cash flows methodology, which uses both market-based and internal assumptions, and a market multiple methodology, which uses primarily market-based assumptions. Based upon the results of the annual test for 2017, the Company recorded an impairment charge of $20.0 million related to its Artist Services (non-management) reporting unit. See Note 5 —Fair Value Measurements for discussion of the impairment calculation. There were no impairment charges recorded in 2016 or 2015 . The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the years ended December 31, 2017 and 2016 : Concerts Sponsorship & Advertising Ticketing Total (in thousands) Balance as of December 31, 2015: Goodwill $ 943,272 $ 332,081 $ 733,825 $ 2,009,178 Accumulated impairment losses (404,863 ) — — (404,863 ) Net 538,409 332,081 733,825 1,604,315 Acquisitions—current year 123,952 45,376 8,671 177,999 Acquisitions—prior year (18,457 ) 18,302 (108 ) (263 ) Dispositions (323 ) — — (323 ) Foreign exchange (31,424 ) 67 (3,283 ) (34,640 ) Balance as of December 31, 2016: Goodwill 1,017,020 395,826 739,105 2,151,951 Accumulated impairment losses (404,863 ) — — (404,863 ) Net 612,157 395,826 739,105 1,747,088 Acquisitions—current year 10,265 5,438 11,139 26,842 Acquisitions—prior year (21,614 ) (9,822 ) 882 (30,554 ) Impairment (20,000 ) — — (20,000 ) Foreign exchange 10,242 10,311 10,660 31,213 Balance as of December 31, 2017: Goodwill 1,015,913 401,753 761,786 2,179,452 Accumulated impairment losses (424,863 ) — — (424,863 ) Net $ 591,050 $ 401,753 $ 761,786 $ 1,754,589 Included in the current year acquisitions amount above for 2017 is goodwill associated with the acquisitions of various ticketing businesses located in the United States, an artist management business located in the United States, various concert promotion businesses located in Italy and the United States and a festival promotion business located in Switzerland. Included in the prior year acquisitions amount above for 2017 are changes primarily associated with the acquisitions of festival promotion businesses located in the United States and Australia. Included in the current year acquisitions amount above for 2016 is goodwill associated with the acquisitions of festival and concert promoters located in the United States, Australia and the United Kingdom, an artist management business with locations in the United States and Canada, and a digital content company located in the United States. Included in the prior year acquisitions amount above for 2016 are changes primarily associated with the acquisitions of a festival promoter located in the United States and a venue management business in New Zealand. 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. Investments in Nonconsolidated Affiliates The Company has investments in various affiliates which are not consolidated and are accounted for under the equity method of accounting. The Company records its investments in these entities in the balance sheet as investments in nonconsolidated affiliates reported as part of other long-term assets. The Company’s interests in these operations are recorded in the statements of operations as equity in losses (earnings) of nonconsolidated affiliates. For the year ended December 31, 2017 , the Company’s investment in Venta de Boletos por Computadora S.A. de C.V, a 33% owned ticketing distribution services company is considered significant on an individual basis and certain other investments are considered significant on an aggregate basis. Summarized balance sheet and income statement information for these entities is as follows (at 100%): December 31, 2017 2016 (in thousands) Current assets $ 125,883 $ 58,099 Noncurrent assets $ 117,890 $ 14,854 Current liabilities $ 133,586 $ 39,207 Noncurrent liabilities $ 15,531 $ — Noncontrolling interests $ 476 $ 355 Year Ended December 31, 2017 2016 2015 (in thousands) Revenue $ 83,363 $ 57,620 $ 59,770 Operating income $ 23,691 $ 24,673 $ 27,443 Net income $ 18,048 $ 18,652 $ 20,481 Net income attributable to the common stockholders of the equity investees $ 17,927 $ 18,670 $ 20,400 The company reviews its nonconsolidated affiliates for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. For the year ended December 31, 2016, the Company recorded impairment charges related to these investments of $16.5 million as equity in losses (earnings) of nonconsolidated affiliates, primarily related to investments in a digital content company and an online merchandise company that are located in the United States. See Note 5 —Fair Value Measurements for further discussion of the inputs used to determine the fair values. There were no significant impairments of investments in nonconsolidated affiliates during 2017 and 2015. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt, which includes capital leases, consisted of the following: December 31, 2017 2016 (in thousands) Senior Secured Credit Facility: Term loan A $ 175,750 $ 187,625 Term loan B 962,849 972,563 4.875% Senior Notes due 2024 575,000 575,000 5.375% Senior Notes due 2022 250,000 250,000 2.5% Convertible Senior Notes due 2019 275,000 275,000 Other long-term debt 99,393 104,397 Total principal amount 2,337,992 2,364,585 Less unamortized discounts and debt issuance costs (38,033 ) (51,532 ) Total long-term debt, net of unamortized discounts and debt issuance costs 2,299,959 2,313,053 Less: current portion 347,593 53,317 Total long-term debt, net $ 1,952,366 $ 2,259,736 Future maturities of long-term debt at December 31, 2017 are as follows: (in thousands) 2018 $ 353,738 2019 42,240 2020 71,621 2021 114,546 2022 260,013 Thereafter 1,495,834 Total $ 2,337,992 All long-term debt without a stated maturity date is considered current and is reflected as maturing in the earliest period shown in the table above. See Note 5 —Fair Value Measurements for discussion of fair value measurement of the Company’s long-term debt. Senior Secured Credit Facility In June 2017, the Company amended its term loan B under the senior secured credit facility reducing the applicable interest rate. At December 31, 2017 , the Company’s 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, the Company has 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 commitment, 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 credit agreement) is no greater than 3.25 x. The revolving credit facility provides for borrowings 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 or 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 the tangible and intangible personal property of the Company’s 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 the Company’s 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 the Company’s option, equal to either LIBOR plus 2.25% or a base rate plus 1.25% , subject to stepdowns based on the Company’s net leverage ratio. The interest rates per annum applicable to the term loan B are, at the Company’s option, equal to either LIBOR plus 2.25% or a base rate plus 1.25% . The Company is 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 the Company’s net leverage ratio, and variable fees on outstanding letters of credit. For the term loan A, the Company is required to make quarterly payments increasing over time from $4.8 million to $28.5 million , with the balance due at maturity in October 2021. For the term loan B, the Company is 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. The Company is 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 other specified events. Based on the Company’s outstanding letters of credit of $83.8 million , $281.2 million was available for future borrowings under the revolving credit facility at December 31, 2017 . 4.875% Senior Notes At December 31, 2017 , the Company had $575 million principal amount of 4.875% senior notes due 2024. Interest on the notes is payable semi-annually in cash in arrears on May 1 and November 1 of each year beginning on May 1, 2017, and the notes will mature on November 1, 2024. The Company may redeem some or all of the notes, at any time prior to November 1, 2019, at a price equal to 100% of the aggregate principal amount, plus any accrued and unpaid interest to the date of redemption, plus a ‘make-whole’ premium. The Company may redeem up to 35% of the aggregate principal amount of the notes from the proceeds of certain equity offerings prior to November 1, 2019, at a price equal to 104.875% of the aggregate principal amount, plus accrued and unpaid interest thereon, if any, to the date of redemption. In addition, on or after November 1, 2019, the Company may redeem some or all of the notes at any time at the redemption prices that start at 103.656% of their principal amount, plus any accrued and unpaid interest to the date of redemption. The Company must make an offer to redeem the notes at 101% of their aggregate principal amount, plus accrued and unpaid interest to the repurchase date, if it experiences certain defined changes of control. 5.375% Senior Notes At December 31, 2017 , the Company had $250 million principal amount of 5.375% senior notes due 2022 outstanding. Interest on the notes is payable semiannually in arrears on June 15 and December 15, and the notes will mature on June 15, 2022. The Company may redeem at its option some or all of the notes at redemption prices that start at 104.0313% of their principal amount, plus any accrued and unpaid interest to the date of redemption. The Company must make an offer to redeem the notes at 101% of the aggregate principal amount, plus any accrued and unpaid interest to the repurchase date, if it experiences certain defined changes of control. 2.5% Convertible Senior Notes At December 31, 2017 , the Company had $275 million principal amount of convertible senior notes due 2019 outstanding. The notes pay interest semiannually in arrears on May 15 and November 15 at a rate of 2.5% per annum. The notes will mature on May 15, 2019, and may not be redeemed by the Company prior to the maturity date. The notes will be convertible, under certain circumstances, until November 15, 2018, and on or after such date without condition, at an initial conversion rate of 28.8363 shares of the Company’s common stock per $1,000 principal amount of notes, subject to adjustment, which represents a 52.5% conversion premium based on the last reported sale price for the Company’s common stock of $22.74 on May 19, 2014. Upon conversion, the notes may be settled in shares of common stock or, at the Company’s election, cash or a combination of cash and shares of common stock. Assuming the Company fully settled the notes in shares, the maximum number of shares that could be issued to satisfy the conversion is currently 7.9 million . If the Company experiences a fundamental change, as defined in the indenture governing the notes, the holders of the 2.5% convertible senior notes may require the Company to purchase for cash all or a portion of their notes, subject to specified exceptions, at a price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, if any. The carrying amount of the equity component of the notes is $22.0 million and the principal amount of the liability component (face value of the notes) is $275 million . As of December 31, 2017 , the remaining period for the debt discount was approximately one year and the value of the notes, if converted and fully settled in shares, exceed the principal amount of the notes by $62.6 million . As of December 31, 2017 and 2016 , the effective interest rate on the liability component of the notes was 5.0% . The following table summarizes the amount of pre-tax interest cost recognized on the 2.5% convertible senior notes: Year Ended December 31, 2017 2016 2015 (in thousands) Interest cost recognized relating to: Contractual interest coupon $ 6,875 $ 6,875 $ 6,856 Amortization of debt discount 5,080 4,833 4,599 Amortization of debt issuance costs 1,358 1,358 1,355 Total interest cost recognized on the notes $ 13,313 $ 13,066 $ 12,810 Other Long-term Debt As of December 31, 2017 , other long-term debt includes capital leases of $14.2 million , debt to noncontrolling interest partners of $44.0 million and $17.8 million of a subsidiary’s term loan and revolving credit facility. Total notes payable consist primarily of 34 notes with a weighted average cost of debt of 4.3% and maturities of up to four years. Debt Extinguishment In October 2016, the Company issued $575 million principal amount of 4.875% senior notes due 2024 and amended its senior secured credit facility. The amendment to the senior secured credit facility provided the existing term loan A and term loan B lenders with an option to convert their outstanding principal amounts into the new term loans. Excluding the outstanding principal amounts for lenders who elected to convert their outstanding term loans, total proceeds of $858.5 million were used to repay $123.3 million outstanding principal amount of the Company’s borrowings under the senior secured credit facility, to repay the entire $425 million principal amount of the Company’s 7% senior notes due 2020 and to pay the related redemption premium of $14.9 million on the 7% senior notes and accrued interest and fees of $38.4 million , leaving $256.9 million in additional cash available for general corporate purposes. The Company recorded $14.0 million as a loss on extinguishment of debt related to this refinancing in 2016. There were no significant gains or losses on extinguishment of debt recorded in 2017 or 2015. Debt Covenants The Company’s senior secured credit facility contains a number of restrictions that, among other things, require the Company to satisfy a financial covenant and restrict the Company’s and its subsidiaries’ ability to incur additional debt, make certain investments and acquisitions, repurchase its stock and prepay certain indebtedness, create liens, enter into agreements with affiliates, modify the nature of its 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 a covenant, measured quarterly, that relates to total leverage. The consolidated total leverage covenant requires the Company to maintain a ratio of consolidated total funded debt to consolidated EBITDA (both as defined in the credit agreement) of 5.25 x over the trailing four consecutive quarters through September 30, 2018. The consolidated total leverage ratio will reduce to 5.0 x on December 31, 2018, 4.75 x on December 31, 2019 and 4.5 x on December 31, 2020. The indentures governing the 4.875% senior notes and the 5.375% senior notes contain covenants that limit, among other things, the Company’s ability and the ability of its 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 the Company, merge, consolidate or sell all of the Company’s assets, create certain liens, and engage in transactions with affiliates on terms that are not arms-length. 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 2.0 x and a maximum secured indebtedness leverage ratio of 3.50 x. Some of the Company’s 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 December 31, 2017 , the Company believes it was in compliance with all of its debt covenants. The Company expects to remain in compliance with all of these covenants throughout 2018 . |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | DERIVATIVE INSTRUMENTS The Company primarily uses forward currency contracts and options to reduce its exposure to foreign currency risk associated with short-term artist fee commitments. The Company may also enter into forward currency contracts to minimize the risks and/or costs associated with changes in foreign currency rates on forecasted operating income. At December 31, 2017 and 2016 , the Company had forward currency contracts and options outstanding with notional amounts of $72.4 million and $173.8 million , respectively. These instruments have not been designated as hedging instruments and any change in fair value is reported in earnings during the period of the change. The Company’s foreign currency derivative activity, including the related fair values, are not material to any period presented. The Company does not enter into derivative instruments for speculative or trading purposes and does not anticipate any significant recognition of derivative activity through the income statement in the future related to the instruments currently held. See Note 5 —Fair Value Measurements for further discussion and disclosure of the fair values for the Company’s derivative instruments. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS Recurring The Company currently has various financial instruments carried at fair value, such as marketable securities, derivatives and contingent consideration, but does not currently have nonfinancial assets and liabilities that are required to be measured at fair value on a recurring basis. The Company’s financial assets and liabilities are measured using inputs from all levels of the fair value hierarchy as defined in the FASB guidance for fair value. For this categorization, only inputs that are significant to the fair value are considered. The three levels are defined as follows: Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that can be accessed at the measurement date. Level 2—Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.) and inputs that are derived principally from or corroborated by observable market data by correlation or other means (i.e., market corroborated inputs). Level 3—Unobservable inputs that reflect assumptions about what market participants would use in pricing the asset or liability. These inputs would be based on the best information available, including the Company’s own data. In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities 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, other current assets, other current liabilities and other long-term liabilities: Fair Value Measurements Fair Value Measurements Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) (in thousands) Assets: Cash equivalents $ 58,063 $ — $ — $ 58,063 $ 55,081 $ — $ — $ 55,081 Forward currency contracts — 114 — 114 — 2,957 — 2,957 Total $ 58,063 $ 114 $ — $ 58,177 $ 55,081 $ 2,957 $ — $ 58,038 Liabilities: Forward currency contracts — 1,276 — 1,276 — 363 — 363 Put option — — 5,768 5,768 — — 5,147 5,147 Contingent consideration — — 70,039 70,039 — — 44,195 44,195 Total $ — $ 1,276 $ 75,807 $ 77,083 $ — $ 363 $ 49,342 $ 49,705 Cash equivalents consist of money market funds. Fair values for cash equivalents are based on quoted prices in an active market. Fair values for forward currency contracts are based on observable market transactions of spot and forward rates. A third party has a put option to sell its noncontrolling interest in one of the Company’s subsidiaries to the Company and is carried at fair value using Level 3 inputs because the redemption date and redemption amount are not fixed. The put option is triggered by the occurrence of specific events, one of which is certain to occur, and requires the Company to buy the noncontrolling interest. The redemption amount for this put option is a variable amount based on a formula linked to historical earnings. The Company has recorded a current liability for this put option which is valued based on the historic results of that subsidiary. Changes in the fair value are recorded in selling, general and administrative expenses. The Company has certain contingent consideration obligations related to acquisitions which are measured at fair value using Level 3 inputs. The amounts due to the sellers are based on the achievement of agreed-upon financial performance metrics by the acquired companies where the contingent obligation is either earned or not earned. The Company records the liability at the time of the acquisition based on the present value of management’s best estimates of the future results of the acquired companies compared to the agreed-upon metrics. Subsequent to the date of acquisition, the Company updates the original valuation to reflect current projections of future results of the acquired companies and the passage of time. Accretion of, and changes in the valuations of, contingent consideration are reported in selling, general and administrative expenses. See Note 6 —Commitments and Contingent Liabilities for additional information related to the contingent payments. Due to their short maturity, the carrying amounts of accounts receivable, accounts payable and accrued expenses approximated their fair values at December 31, 2017 and 2016 . The Company’s outstanding debt held by third-party financial institutions is carried at cost, adjusted for 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. The estimated fair values of the Company’s 5.375% senior notes, 4.875% senior notes and the 2.5% convertible senior notes were $259.2 million , $592.3 million and $310.6 million , respectively, at December 31, 2017 . The estimated fair values of the 5.375% senior notes, 4.875% senior notes and the 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 has fixed-rate debt held by noncontrolling interest partners with a face value of $44.0 million and $35.7 million at December 31, 2017 and 2016 , respectively. The Company is unable to determine a fair value for this debt. Non-recurring The following table shows the fair value of the Company’s financial assets that have been adjusted to fair value on a non-recurring basis which had a significant impact on the Company’s results of operations for the years ended December 31, 2017 and 2016: Fair Value Fair Value Measurements Using Loss Description Measurement Level 1 Level 2 Level 3 (Gain) (in thousands) 2017 Goodwill $ 30,832 $ — $ — $ 30,832 $ 20,000 2016 Investment in nonconsolidated affiliates $ — $ — $ — $ — $ 16,455 During 2017, in conjunction with the Company’s annual impairment tests a goodwill impairment was recorded for the Artist Services (non-management) reporting unit in the Concerts segment in the amount of $20.0 million as a component of depreciation and amortization. The Company calculated these impairments using a combination of a discounted cash flow methodology, which uses both Level 2 and Level 3 inputs, and a market multiple methodology, which uses primarily Level 2 inputs. These key inputs include discount rates, market multiples, control premiums, revenue growth and estimates of future financial performance. See Note 1 —The Company and Summary of Significant Accounting Policies and Note 2 —Long-Lived Assets for further discussion of the Company’s methodology and this impairment. As discussed in Note 2 —Long-Lived Assets, during 2016, the Company believed certain of its investment balances were impaired based on financial information received regarding the bankruptcy or dissolution of two nonconsolidated affiliates, which are considered Level 3 inputs. There were no significant adjustments for the year ended December 31, 2017. During 2015, the Company recorded gains related to investments in nonconsolidated affiliates of $9.1 million as a component of other expense (income), net. The gains were related to the acquisitions of a controlling interest in a festival promoter and an artist management business, and the remaining interest in a ticketing business, which were previously accounted for under the equity method. Prior to consolidation, the Company remeasured these investments to fair value using a discounted cash flow methodology. The key inputs in these fair value measurements include future cash flow projections, including revenue and profit margins, discount rates and attrition rates. The key inputs used for these non-recurring fair value measurements are considered Level 3 inputs. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENT LIABILITIES | COMMITMENTS AND CONTINGENT LIABILITIES The Company leases office space, certain equipment and many of its concert venues. Some of the lease agreements contain renewal options and annual rental escalation clauses (generally tied to the consumer price index), as well as provisions for the payment of utilities and maintenance by the Company. The Company also has non-cancelable contracts related to minimum performance payments with various artists, other event-related costs and nonrecoupable ticketing contract advances. In addition, the Company has commitments relating to additions to property, plant, and equipment under certain construction commitments for facilities and venues. As of December 31, 2017 , the Company’s future minimum rental commitments under non-cancelable operating lease agreements, minimum payments under non-cancelable contracts and capital expenditure commitments consist of the following: Non-cancelable Operating Leases Non-cancelable Contracts Capital Expenditures (in thousands) 2018 $ 175,863 $ 897,266 $ 16,499 2019 170,751 235,324 3,889 2020 156,278 76,546 3,764 2021 126,317 39,076 4,181 2022 115,849 27,204 872 Thereafter 1,423,288 96,985 30,933 Total $ 2,168,346 $ 1,372,401 $ 60,138 Commitment amounts for non-cancelable operating leases and non-cancelable contracts which stipulate an increase in the commitment amount based on an inflationary index have been estimated using an inflation factor of 1.8% for North America, 2.9% for the United Kingdom, 1.7% for Denmark and 1.6% for the Netherlands. Aggregate minimum rentals of $47.7 million to be paid to the Company in years 2018 through 2032 under non-cancelable subleases are excluded from the commitment amounts in the above table. Total rent expense charged to operations for 2017 , 2016 and 2015 was $220.1 million , $196.0 million and $159.5 million , respectively. In addition to the minimum rental commitments included in the table above, the Company has leases that contain contingent payment requirements for which payments vary depending on revenue, tickets sold or other variables. Contingent rent expense charged to operations for 2017 , 2016 and 2015 was $48.3 million , $49.0 million and $43.7 million , respectively. The above table above does not include contingent rent or rent expense for events in third-party venues. In connection with asset and business disposals, the Company generally provides indemnifications to the buyers including claims resulting from employment matters, commercial claims and governmental actions that may be taken against the assets or businesses sold. Settlement of these claims is subject to various statutory limitations that are dependent upon the nature of the claim. Certain agreements relating to acquisitions provide for deferred purchase consideration payments at future dates. A liability is established at the time of the acquisition for these fixed payments. For obligations payable at a date greater than twelve months from the acquisition date, the Company applies a discount rate to calculate the present value of the obligations. As of December 31, 2017 , the Company has accrued $109.6 million in other current liabilities and $6.1 million in other long-term liabilities and, as of December 31, 2016 , the Company had accrued $18.1 million in other current liabilities and $7.2 million in other long-term liabilities, related to these deferred purchase consideration payments. The increase in other current liabilities during 2017 is primarily due to the timing of payment for the acquisition of the redeemable noncontrolling interest in a festival and concert promoter business located in the United States following the put redemption in December 2017. The Company has contingent obligations related to acquisitions which are accounted for as business combinations. Contingent consideration associated with business combinations is recorded at fair value at the time of the acquisition and reflected at current fair value for each subsequent reporting period thereafter until settled. The Company records these fair value changes in its statements of operations as selling, general and administrative expenses. The contingent consideration is generally subject to payout following the achievement of future performance targets and a portion is expected to be payable in the next twelve months. As of December 31, 2017 , the Company has accrued $34.2 million in other current liabilities and $35.8 million in other long-term liabilities and, as of December 31, 2016 , the Company had accrued $5.2 million in other current liabilities and $39.0 million in other long-term liabilities, representing the fair value of these estimated payments. The last contingency period for which the Company has an outstanding contingent payment is for the period ending March 2026 . See Note 5 —Fair Value Measurements for further discussion related to the valuation of these contingent payments. During 2006, in connection with the Company’s acquisition of a theatrical business, the Company guaranteed obligations related to a lease agreement. In the event of default, the Company could be liable for obligations through the end of 2035 which have future lease payments (undiscounted) of approximately $15.3 million as of December 31, 2017 . The scheduled future minimum rentals for this lease for the years 2018 through 2022 are $1.6 million each year. The venues under the lease agreement were included in the sale of the Company’s North American theatrical business in 2008. The buyer has assumed the Company’s obligations under the guaranty, however, the Company remains contingently liable to the lessor. The Company believes that the likelihood of a material liability being triggered under this lease is remote, and no liability has been accrued for these contingent lease obligations as of December 31, 2017 . As of December 31, 2017 and 2016 , the Company guaranteed the debt of third parties of approximately $18.3 million and $18.0 million , respectively, primarily related to maximum credit limits on employee and tour-related credit cards, obligations of a nonconsolidated affiliate and obligations under a venue management agreement. Litigation Songkick In December 2015, a company referred to as Songkick filed an antitrust lawsuit against Live Nation and Ticketmaster L.L.C. in the United States 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 judgment. Following those rulings, Songkick was left with an antitrust claim (subject to treble damages) for lost profits and lost enterprise value, tort claims seeking the same, and a claim for unjust enrichment damages arising from alleged trade secret misappropriation. In January 2018, the Company and Songkick entered into a settlement agreement containing a mutual release of claims, thus resolving each party’s claims and counterclaims. Pursuant to the settlement agreement, in January 2018 the Company made a lump sum payment of $110.0 million , which has been accrued at December 31, 2017, and the parties jointly filed a stipulation of dismissal under which the parties dismissed with prejudice their respective claims and counterclaims. In a separate, concurrent transaction, the Company additionally purchased certain assets from Songkick, including its anti-scalping algorithm, API applications and patent portfolio. Other Litigation From time to time, the Company is involved in other legal proceedings arising in the ordinary course of its business, including proceedings and claims based upon purported violations of antitrust laws, intellectual property rights and tortious interference, which could cause the Company to incur significant expenses. The Company has also been the subject of personal injury and wrongful death claims relating to accidents at its venues in connection with its operations. As required, the Company has accrued its estimate of the probable settlement or other losses for the resolution of any outstanding claims. These estimates have been developed in consultation with counsel and are based upon an analysis of potential results, including, in some cases, estimated redemption rates for the settlement offered, assuming a combination of litigation and settlement strategies. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assumptions or the effectiveness of its strategies related to these proceedings. |
CERTAIN RELATIONSHIPS AND RELAT
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS | CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS Transactions Involving Related Parties The following table provides details of the total revenue earned and expenses incurred from all related-party transactions: Year Ended December 31, 2017 2016 2015 (in thousands) Related-party revenue $ 135,996 $ 123,521 $ 109,720 Related-party expenses $ 14,176 $ 8,996 $ 8,668 Related-party acquisition related $ — $ 2,145 $ — The significant related-party transactions included in the table above are detailed below. As of December 31, 2017 and 2016 , the Company has payable balances of $23.1 million and $20.9 million , respectively, due to certain of the companies noted below. Liberty Media Two current members of our board of directors were originally nominated by Liberty Media pursuant to a stockholder agreement. These directors receive directors’ fees and stock-based awards on the same basis as other non-employee members of the Company’s board of directors. The Company leases a venue from and provides ticketing services to a sports franchise owned by Liberty Media and pays royalty fees and non-recoupable ticketing contract advances to the sports franchise. The Company also receives transaction fees from the sports franchise for tickets the sports franchise sells using the Company’s ticketing software. From time to time, the Company purchases advertising from a satellite radio company that is a subsidiary of Liberty Media. Legends The Company’s Chief Executive Officer became a member of the board of directors of Legends Hospitality Holding Company, LLC (“Legends”) in February 2015. In 2017, the Company’s President assumed this role from the Chief Executive Officer. Legends provides concession services to certain of the Company’s owned or operated amphitheaters. The Company receives fees based on concession sales at each of the amphitheaters. Senior Management The Company conducts certain transactions in the ordinary course of business with companies that are owned, in part or in total, by certain members of senior management of the Company. These transactions primarily relate to ticketing services. Transactions Involving Equity Method Investees The Company conducts business with certain of its equity method investees in the ordinary course of business. Transactions primarily relate to venue rentals and ticketing services. Revenue of $2.8 million , $2.0 million and $2.0 million were earned in 2017 , 2016 and 2015 , respectively, and expenses of $1.8 million , $3.2 million and $1.5 million were incurred in 2017 , 2016 and 2015 , respectively, from these equity investees for services rendered or provided in relation to these business ventures. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES Significant components of the provision for income tax expense (benefit) are as follows: Year Ended December 31, 2017 2016 2015 (in thousands) Current: Federal $ (702 ) $ 564 $ 543 Foreign 50,970 29,902 23,811 State 4,117 5,454 7,379 Total current 54,385 35,920 31,733 Deferred: Federal (56,442 ) 5,113 (355 ) Foreign (15,841 ) (11,703 ) (8,278 ) State 744 (1,301 ) (978 ) Total deferred (71,539 ) (7,891 ) (9,611 ) Income tax expense (benefit) $ (17,154 ) $ 28,029 $ 22,122 The domestic income (loss) before income taxes was $(132.6) million , $1.1 million and $(21.4) million for 2017 , 2016 and 2015 , respectively. Foreign income before income taxes was $123.2 million , $47.2 million and $27.8 million for 2017 , 2016 and 2015 , respectively. Significant components of the Company’s deferred tax liabilities and assets are as follows: December 31, 2017 2016 (in thousands) Deferred tax liabilities: Intangible assets $ 132,041 $ 189,131 Prepaid expenses 7,882 8,770 Long-term debt 1,229 3,835 Other 7,533 6,077 Total deferred tax liabilities 148,685 207,813 Deferred tax assets: Accrued expenses 68,168 45,839 Net operating loss carryforwards 466,023 563,461 Foreign tax and other credit carryforwards 62,136 59,977 Equity compensation 20,549 32,452 Other 2,725 — Total gross deferred tax assets 619,601 701,729 Valuation allowance 596,437 681,566 Total deferred tax assets 23,164 20,163 Net deferred tax liabilities $ (125,521 ) $ (187,650 ) Each reporting period, the Company evaluates the realizability of all of its deferred tax assets in each tax jurisdiction. As of December 31, 2017 , the Company continued to maintain a full valuation allowance against its net deferred tax assets in certain jurisdictions due to sustained pre-tax losses. As a result of the valuation allowances, no tax benefits have been recognized for losses incurred in those tax jurisdictions in 2017 , 2016 and 2015 . The reduction in individual deferred tax liabilities and deferred tax assets in 2017 is primarily a result of revaluation of the federal deferred tax balances due to United States tax reform. The valuation allowance balance reduction in 2017 is primarily a result of the reduction in the net United States deferred tax assets revalued using the newly enacted federal tax rate of 21% . During 2017 and 2016 , the Company recorded net deferred tax liabilities of $9.0 million and $15.9 million , respectively, due principally to differences in financial reporting and tax bases in assets acquired in business combinations. As of December 31, 2017 , the Company has United States federal, state and foreign deferred tax assets related to net operating loss carryforwards of $123.1 million , $63.5 million and $279.4 million , respectively. Based on current statutory carryforward periods, these losses will expire on various dates beginning in 2025 . The Company’s federal net operating loss is subject to statutory limitations on the amount that can be used in any given year. The reconciliation of income tax computed at the United States federal statutory rates to income tax expense (benefit) is: Year Ended December 31, 2017 2016 2015 (in thousands) Income tax expense (benefit) at United States statutory rates $ (3,283 ) $ 16,914 $ 2,223 State income taxes, net of federal tax benefits 1,544 3,264 3,959 Differences between foreign and United States statutory rates (10,887 ) (11,116 ) (5,356 ) United States tax reform rate change (55,685 ) — — Non-United States income inclusions and exclusions 3,826 (2,749 ) 655 United States income inclusions and exclusions 11,347 (1,317 ) 2,095 Nondeductible items 11,380 3,210 4,736 Tax contingencies 1,955 2,390 2,063 Tax expense from acquired goodwill 4,489 5,936 4,483 Change in valuation allowance 18,067 11,820 7,116 Other, net 93 (323 ) 148 $ (17,154 ) $ 28,029 $ 22,122 Income tax expense is principally attributable to the Company’s earnings in foreign tax jurisdictions along with state income taxes. Amounts included in differences between foreign and United States statutory rates are impacted by changes in the mix of international earnings subject to various tax rates which can differ greatly in their proximity to the United States statutory rate. In 2015, there was an increase in taxable foreign earnings in jurisdictions whose statutory rates are closer to the United States statutory rate which reduced the amount of this difference as compared to other years. The differences between statutory rates is also impacted by the Company’s Luxembourg affiliates and tax rulings which include the application of a reduced Luxembourg effective rate to the net income before tax resulting from the Company’s financing activities in Luxembourg. On December 22, 2017, the Tax Cuts and Jobs Act (“TCJA”) was enacted, which amends the Internal Revenue Code to reduce tax rates and modify policies, credits, and deductions for individuals and businesses. For businesses, the TCJA reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate. The rate reduction will take effect on January 1, 2018. The TCJA will cause the Company’s United States deferred tax assets and liabilities to be revalued. Deferred income taxes result from temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in years in which those temporary differences are expected to be recovered or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through income tax expense. The provisional amount recorded to revalue our United States net deferred tax liability balance was a $55.7 million income tax benefit in the Company’s consolidated statement of operations for the year ended December 31, 2017. The change in the United States income exclusions and inclusions increased due to the one-time transition tax liability under the TCJA. The international provisions of the TCJA, which generally establish a territorial-style system for taxing foreign-sourced income of domestic multinational corporations, includes the requirement that companies pay a one-time transition tax on earnings of certain foreign-sourced subsidiaries that were previously tax-deferred and creates new taxes on certain foreign-sourced earnings. The Company recorded an estimated amount for the one-time transition liability for its foreign subsidiaries of approximately $25.8 million , which does not impact income tax expense for 2017 since the Company has reflected the transition tax liability as a reduction to existing fully-valued tax attribute carryforwards. Additional work is necessary for a more detailed analysis of the Company’s deferred tax assets and liabilities and its historical foreign earnings as well as potential correlative adjustments. Any subsequent adjustment to the amount will be recorded in the quarter of 2018 when the analysis is complete, but is not anticipated to impact tax expense due to the existence of the aforementioned fully-valued tax attribute carryforwards. The transition tax inclusion was partially offset by an exclusion pertaining to tax deductions the Company receives for the vesting of restricted shares and non-qualified stock options. Nondeductible items in 2017 include the Company’s goodwill impairment for Artist Services, which was not deductible for income tax purposes. There were no impairments of goodwill in 2016 or 2015. The change in the valuation allowance in 2017 and 2016 resulted primarily from changes in the income within jurisdictions with full valuation allowances, including the United States. The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, 2017 2016 2015 (in thousands) Balance at January 1 $ 15,117 $ 14,022 $ 12,619 Additions: Increase for current year positions 807 — 1,606 Increase for prior year positions 15,498 1,978 274 Decrease for prior year positions — (3 ) — Interest and penalties for prior years 2,745 546 525 Reductions: Expiration of applicable statute of limitations (1,233 ) — — Settlements for prior year positions (2,033 ) (1,188 ) (852 ) Foreign exchange (271 ) (238 ) (150 ) Balance at December 31 $ 30,630 $ 15,117 $ 14,022 If the Company were to prevail on all uncertain tax positions, the net effect would be a decrease to its income tax provision of approximately $16.8 million . The remaining $13.8 million is offset by deferred tax assets that represent tax benefits that would be received in the event that the Company did not prevail on all uncertain tax positions. It is not expected that the total amounts of unrecognized tax benefits will increase or decrease materially within the next year. The Company regularly assesses the likelihood of additional assessments in each taxing jurisdiction resulting from current and subsequent years’ examinations. Liabilities for income taxes are established for future income tax assessments when it is probable there will be future assessments and the amount can be reasonably estimated. Once established, liabilities for uncertain tax positions are adjusted only when there is more information available or when an event occurs necessitating a change to the liabilities. The Company believes that the resolution of income tax matters for open years will not have a material effect on its consolidated financial statements although the resolution of income tax matters could impact the Company’s effective tax rate for a particular future period. The tax years 2009 through 2017 remain open to examination by the primary tax jurisdictions to which the company is subject. |
EQUITY
EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
EQUITY | EQUITY Dividends The Company currently intends to retain future earnings, if any, to finance the expansion of its business. Therefore, it does not expect to pay any cash dividends in the foreseeable future. Moreover, the terms of the Company’s senior secured credit facility limit the amount of funds that the Company will have available to declare and distribute as dividends on its common stock. Payment of future cash dividends, if any, will be at the discretion of the Company’s board of directors in accordance with applicable laws after taking into account various factors, including the financial condition, operating results, current and anticipated cash needs, plans for expansion and contractual restrictions with respect to the payment of dividends. Common Stock Issued shares of common stock reported on the balance sheets include 1.6 million and 1.1 million , at December 31, 2017 and 2016 , respectively, of unvested restricted stock awards that have not been included in the common shares issued reported on the statements of changes in equity. These shares will be reflected in the statements of changes in equity at the time of vesting. During 2017 , 2016 and 2015 , the Company issued 3.5 million , 1.4 million and 1.6 million shares, respectively, of common stock in connection with stock option exercises and vesting of restricted stock awards. Common Stock Reserved for Future Issuance Common stock of approximately 25.8 million shares as of December 31, 2017 is reserved for future issuances under the stock incentive plan (including 14.2 million options, 1.6 million restricted stock awards and 2.5 million of deferred stock awards currently granted). Noncontrolling Interests Common securities held by the noncontrolling interests that do not include put arrangements exercisable outside of the control of the Company are recorded in equity, separate from the Company’s stockholders’ equity. The purchase or sale of additional ownership in an already controlled subsidiary is recorded as an equity transaction with no gain or loss recognized in net income (loss) or comprehensive income (loss) as long as the subsidiary remains a controlled subsidiary. In 2017, the Company acquired all or additional equity interests in several companies that did not have a significant impact to equity either on an individual basis or in the aggregate. In 2016, the Company acquired all or additional equity interests in two artist management businesses located in the United States along with other smaller companies. In 2015, a subsidiary of the Company exchanged its equity interest in a ticketing business for a noncontrolling interest in the Company’s subsidiary that acquired the remaining equity interest of that ticketing business. In addition, the Company acquired the remaining equity interest in an artist management business in the United Kingdom. The following schedule reflects the change in ownership interests for these transactions: Year Ended December 31, 2017 2016 2015 (in thousands) Net income (loss) attributable to common stockholders of Live Nation $ (6,015 ) $ 2,942 $ (32,508 ) Transfers of noncontrolling interest: Changes in Live Nation’s additional paid-in capital for purchases of noncontrolling interests, net of transaction costs (3,616 ) (49,111 ) (6,555 ) Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs — 1,424 11,899 Net transfers of noncontrolling interest (3,616 ) (47,687 ) 5,344 Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests $ (9,631 ) $ (44,745 ) $ (27,164 ) Redeemable Noncontrolling Interests The Company is subject to put arrangements where the holders of the noncontrolling interests can require the Company to repurchase their shares at specified dates in the future or within specified periods in the future. Certain of these puts can be exercised earlier upon the occurrence of triggering events as specified in the agreements. The redemption amounts for these puts are either at a fixed amount, at fair value at the time of exercise or a variable amount based on a formula linked to earnings. In accordance with the FASB guidance for business combinations, the redeemable noncontrolling interests are recorded at their fair value at acquisition date. For put arrangements that are not currently redeemable, the Company accretes up to the estimated redemption value over the period from the date of issuance to the earliest redemption date of the individual puts, with the offset recorded to additional paid-in capital. Decreases in accretion are only recognized to the extent that increases had been previously recognized. The estimated redemption values that are based on a formula linked to future earnings are computed using projected cash flows each reporting period which take into account the current expectations regarding profitability and the timing of revenue-generating events. The balances are reflected in the Company’s balance sheets as redeemable noncontrolling interests outside of permanent equity. The decrease during the current year is primarily due to the acquisition of the remaining interest in a festival and concert promoter business located in the United States upon the exercise of the related put in December 2017. The Company’s estimate of redemption amounts for puts that are redeemable at fixed or determinable prices on fixed or determinable dates for the years ended December 31, 2018, 2019, 2020, 2021 and 2022 are $1.5 million , $101.6 million , $87.6 million , $61.7 million and $25.6 million , respectively. The estimate for 2018 has decreased primarily due to the December 2017 put redemption noted above that was originally estimated to likely occur later in the redemption period. Accumulated Other Comprehensive Income (Loss) The following table presents changes in the components of AOCI, net of taxes, for the years ended December 31, 2017 , 2016 and 2015 : Foreign Currency Items Other Total (in thousands) Balance at December 31, 2014 $ (69,404 ) $ (606 ) $ (70,010 ) Other comprehensive income (loss) before reclassifications (41,895 ) 223 (41,672 ) Amount reclassified from AOCI — 25 25 Net other comprehensive income (loss) (41,895 ) 248 (41,647 ) Balance at December 31, 2015 (111,299 ) (358 ) (111,657 ) Other comprehensive loss before reclassifications (64,947 ) (103 ) (65,050 ) Amount reclassified from AOCI — — — Net other comprehensive loss (64,947 ) (103 ) (65,050 ) Balance at December 31, 2016 (176,246 ) (461 ) (176,707 ) Other comprehensive income before reclassifications 67,704 — 67,704 Amount reclassified from AOCI — 461 461 Net other comprehensive income 67,704 461 68,165 Balance at December 31, 2017 $ (108,542 ) $ — $ (108,542 ) The realized loss in other reclassified from AOCI during 2017 resulted from the termination of a pension plan. The realized loss in other reclassified from AOCI during 2015 consists of one interest rate swap agreement that expired on June 30, 2015. 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. Diluted net income per common share adjusts basic net income per common share for the effects of stock options, restricted stock and other potentially dilutive financial instruments only in the periods in which such effect is dilutive. The Company’s convertible senior notes are considered in the calculation of diluted net income per common share, if dilutive. The calculation of diluted net income 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. For the years ended December 31, 2017 , 2016 and 2015 there were no reconciling items to the weighted average common shares outstanding in the calculation of diluted net income per common share. The following table shows securities excluded from the calculation of diluted net income per common share because such securities were anti-dilutive: Year Ended December 31, 2017 2016 2015 Options to purchase shares of common stock 14,238,589 16,283,434 16,308,739 Restricted and deferred stock awards—unvested 4,106,956 1,079,783 860,646 Conversion shares related to convertible senior notes 7,929,982 7,929,982 7,929,982 Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 26,275,527 25,293,199 25,099,367 |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION In December 2005, the Company adopted its 2005 Stock Incentive Plan, which has been amended and/or restated on several occasions. In connection with the Company’s merger with Ticketmaster Entertainment LLC, the Company adopted the Amended and Restated Ticketmaster 2008 Stock & Annual Incentive Plan. The plans authorize the Company to grant stock option awards, director shares, stock appreciation rights, restricted stock and deferred stock awards, other equity-based awards and performance awards. The Company has granted restricted stock awards, options to purchase its common stock and deferred stock awards to employees, directors and consultants of the Company and its affiliates under the stock incentive plans at no less than the fair market value of the underlying stock on the date of grant. The stock incentive plans contain anti-dilutive provisions that require the adjustment of the number of shares of the Company’s common stock represented by, and the exercise price of, each option for any stock splits or stock dividends. The following is a summary of stock-based compensation expense recorded by the Company during the respective periods: Year Ended December 31, 2017 2016 2015 (in thousands) Selling, general and administrative expenses $ 24,364 $ 15,687 $ 16,380 Corporate expenses 18,391 17,036 16,981 Total $ 42,755 $ 32,723 $ 33,361 The increase in stock-based compensation expense for the year ended December 31, 2017 as compared to the prior year is due primarily to other equity awards granted to employees during 2017 that vested immediately. During 2017, the Company recorded stock-based compensation expense for these other awards of $10.0 million as a component of selling, general and administrative expenses. As of December 31, 2017 , there was $116.2 million of total unrecognized compensation cost related to stock-based compensation arrangements for stock options, restricted stock and deferred stock awards. This cost is expected to be recognized over a weighted-average period of 4.1 years. Stock Options Stock options are granted for a term not exceeding ten years and the nonvested options are generally forfeited in the event the employee, director or consultant terminates his or her employment or relationship with the Company or one of its affiliates. Any options that have vested at the time of termination are forfeited to the extent they are not exercised within the applicable post-employment exercise period provided in their option agreements. These options vest over two to five years. The following assumptions were used to calculate the fair value of the Company’s options on the date of grant: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.87% - 2.27% 1.24% - 1.49% 1.47% - 1.75% Dividend yield 0.0 % 0.0 % 0.0 % Volatility factors 25.88% - 27.58% 29.42% - 36.11% 34.18% - 43.36% Weighted average expected life (in years) 5.78 5.76 5.94 The following table presents a summary of the Company’s stock options outstanding at the dates given, and stock option activity for the period between such dates (“Price” reflects the weighted average exercise price per share): Year Ended December 31, 2017 2016 2015 Options Price Options Price Options Price (in thousands, except per share data) Outstanding January 1 16,283 $ 13.55 16,309 $ 13.54 16,999 $ 13.78 Granted 1,164 33.48 1,103 19.53 1,667 25.32 Exercised (3,138 ) 16.27 (1,063 ) 19.10 (1,098 ) 14.50 Forfeited or expired (70 ) 24.05 (66 ) 22.39 (1,259 ) 31.58 Outstanding December 31 14,239 $ 14.52 16,283 $ 13.55 16,309 $ 13.54 Exercisable December 31 11,906 $ 12.00 12,628 $ 12.01 11,177 $ 11.54 Weighted average fair value per option granted $ 10.18 $ 6.98 $ 9.93 The total intrinsic value of stock options exercised during the years ended December 31, 2017 , 2016 and 2015 was $57.5 million , $8.5 million and $14.1 million , respectively. Cash received from stock option exercises for the years ended December 31, 2017 , 2016 and 2015 was $51.1 million , $20.3 million and $16.3 million , respectively. There were 7.4 million shares available for future grants under the stock incentive plans at December 31, 2017 . Upon share option exercise or vesting of restricted or deferred stock, the Company issues new shares or treasury shares to fulfill these grants. Vesting dates on the stock options range from January 2018 to December 2021, and expiration dates range from January 2018 to December 2027 at exercise prices and average contractual lives as follows: Range of Exercise Prices Outstanding as of 12/31/17 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Exercisable as of 12/31/17 Weighted Average Remaining Contractual Life Weighted Average Exercise Price (in thousands) (in years) (in thousands) (in years) $2.75 - $4.99 1,713 1.2 $ 2.82 1,713 1.2 $ 2.82 $5.00 - $9.99 4,455 4.8 $ 8.81 4,455 4.8 $ 8.81 $10.00 - $14.99 2,540 3.3 $ 11.34 2,540 3.3 $ 11.34 $15.00 - $19.99 1,269 7.0 $ 19.04 745 6.2 $ 18.82 $20.00 - $24.99 1,842 6.2 $ 21.15 1,467 6.1 $ 21.15 $25.00 - $29.99 2,061 7.9 $ 26.77 986 7.1 $ 25.35 $30.00 - $44.99 359 9.9 $ 43.50 — 0.0 $ — The total intrinsic value of options outstanding and options exercisable as of December 31, 2017 was $606.1 million and $506.8 million , respectively. Restricted Stock The Company has granted restricted stock awards to its employees, directors and consultants under its stock incentive plans. These common shares carry a legend which restricts their transferability for a term of one to five years and are forfeited in the event the recipient’s employment or relationship with the Company is terminated prior to the lapse of the restriction. In addition, certain restricted stock awards require the Company or the recipient to achieve minimum performance targets in order for these awards to vest. In 2017, the Company granted 0.9 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under the Company’s stock incentive plans. These awards will all vest over one or four years with the exception of the performance-based awards which will vest within one to two years if the performance criteria are met. In 2016, the Company granted 0.4 million shares of restricted stock and 0.4 million shares of performance-based awards, respectively, under the Company’s stock incentive plans. These awards will vest over one or four years with the exception of the performance-based awards which will generally vest within two years if the performance criteria are met. As of December 31, 2017, the performance-based criteria for these awards have been met unless otherwise forfeited. In 2015, the Company granted 0.3 million shares of restricted stock and 0.2 million shares of performance-based awards, respectively, under the Company’s stock incentive plans. These awards will generally vest over one or four years with the exception of the performance-based awards which will generally vest within two years if the performance criteria are met. As of December 31, 2017, the performance-based criteria for these awards have been met unless otherwise forfeited. The following table presents a summary of the Company’s unvested restricted stock awards outstanding at December 31, 2017 , 2016 and 2015 (“Price” reflects the weighted average share price at the date of grant): Restricted Stock Awards Price (in thousands, except per share data) Unvested at December 31, 2014 1,171 $ 16.18 Granted 456 26.11 Forfeited (6 ) 10.02 Vested (760 ) 14.74 Unvested at December 31, 2015 861 $ 22.67 Granted 751 20.65 Forfeited (50 ) 21.63 Vested (482 ) 21.73 Unvested at December 31, 2016 1,080 $ 21.67 Granted 1,132 35.97 Forfeited (82 ) 22.96 Vested (523 ) 21.89 Unvested at December 31, 2017 1,607 $ 31.79 The total grant date fair market value of the shares issued upon the vesting of restricted stock awards during the years ended December 31, 2017 , 2016 and 2015 was $11.5 million , $10.5 million and $11.2 million , respectively. As of December 31, 2017 , there were 0.2 million restricted stock awards outstanding which require the Company or the recipient to achieve minimum performance targets in order for the awards to vest. Deferred Stock The Company has granted deferred stock awards to its employees where the employees are entitled to receive shares of common stock in the future. Deferred stock can only be settled in stock as determined at the time of the grant. All of the deferred stock awards require the Company to achieve minimum market conditions in order for these awards to issue and vest. In 2017, the Company granted 2.5 million shares of deferred stock awards with market conditions under the Company’s stock incentive plans. These awards will all vest over five years if specified stock prices are achieved over a specific number of days during the five years. The following table presents a summary of the Company’s unvested deferred stock awards outstanding at December 31, 2017 and 2016 (“Price” reflects the weighted average share price at the date of grant): Deferred Stock Awards Price (in thousands, except per share data) Unvested at December 31, 2016 — $ — Granted 2,500 26.69 Forfeited — — Vested — — Unvested at December 31, 2017 2,500 $ 26.69 As of December 31, 2017, there were 2.5 million deferred stock awards outstanding which require the Company to achieve minimum market conditions in order for the awards to issue and vest. |
OTHER INFORMATION
OTHER INFORMATION | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
OTHER INFORMATION | OTHER INFORMATION December 31, 2017 2016 (in thousands) The following details the components of “Other current assets”: Cash held in escrow $ 6,628 $ 2,983 Inventory 17,467 15,114 Other 31,308 31,677 Total other current assets $ 55,403 $ 49,774 The following details the components of “Other long-term assets”: Long-term advances $ 359,528 $ 208,977 Investments in nonconsolidated affiliates 105,271 82,032 Other 147,909 120,285 Total other long-term assets $ 612,708 $ 411,294 The following details the components of “Accrued expenses”: Accrued compensation and benefits $ 233,459 $ 192,167 Accrued event expenses 247,380 192,599 Accrued insurance 97,606 65,941 Accrued legal 129,882 22,904 Collections on behalf of others 48,099 31,233 Other 352,820 276,650 Total accrued expenses $ 1,109,246 $ 781,494 The following details the components of “Other current liabilities”: Contingent and deferred purchase consideration $ 143,809 $ 23,301 Other 16,829 15,754 Total other current liabilities $ 160,638 $ 39,055 The following details the components of “Other long-term liabilities”: Deferred revenue 9,569 5,506 Contingent and deferred purchase consideration 41,946 46,228 Other 122,876 98,057 Total other long-term liabilities $ 174,391 $ 149,791 |
SEGMENT DATA
SEGMENT DATA | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
SEGMENT DATA | SEGMENT DATA For all periods presented, 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 artist. The Sponsorship & Advertising segment manages the development of strategic sponsorship programs in addition to the sale of international, national and local sponsorships and placement of advertising such as signage, promotional programs, rich media offerings, including advertising associated with live streaming and music-related 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. There were no customers that individually accounted for more than 10% of the Company’s consolidated revenue in any year. The following table presents the results of operations for the Company’s reportable segments for the years ending December 31, 2017 , 2016 and 2015 : Concerts Sponsorship Ticketing Other Corporate Eliminations Consolidated (in thousands) 2017 Revenue $ 7,892,076 $ 445,148 $ 2,143,800 $ 21,012 $ — $ (164,588 ) $ 10,337,448 Direct operating expenses 6,641,071 78,725 1,170,121 18,746 — (159,872 ) 7,748,791 Selling, general and administrative expenses 1,119,335 87,268 681,948 19,172 — — 1,907,723 Depreciation and amortization 226,315 27,669 200,777 432 5,057 (4,716 ) 455,534 Loss (gain) on disposal of operating assets (1,056 ) — 49 — 38 — (969 ) Corporate expenses — — — — 134,972 — 134,972 Operating income (loss) $ (93,589 ) $ 251,486 $ 90,905 $ (17,338 ) $ (140,067 ) $ — $ 91,397 Intersegment revenue $ 148,125 $ — $ 16,463 $ — $ — $ (164,588 ) $ — Capital expenditures $ 109,801 $ 6,701 $ 105,317 $ 149 $ 25,926 $ — $ 247,894 2016 Revenue $ 6,283,521 $ 377,618 $ 1,827,930 $ 7,978 $ — $ (142,113 ) $ 8,354,934 Direct operating expenses 5,202,097 60,218 956,956 2,902 — (139,465 ) 6,082,708 Concerts Sponsorship Ticketing Other Corporate Eliminations Consolidated (in thousands) Selling, general and administrative expenses 950,060 71,089 510,490 16,811 — — 1,548,450 Depreciation and amortization 194,715 18,206 185,925 2,940 4,433 (2,568 ) 403,651 Loss (gain) on disposal of operating assets (61 ) — 68 — 117 — 124 Corporate expenses — — — — 125,141 (80 ) 125,061 Operating income (loss) $ (63,290 ) $ 228,105 $ 174,491 $ (14,675 ) $ (129,691 ) $ — $ 194,940 Intersegment revenue $ 133,505 $ — $ 8,528 $ 80 $ — $ (142,113 ) $ — Capital expenditures $ 87,306 $ 2,161 $ 91,285 $ 1,028 $ 7,824 $ — $ 189,604 2015 Revenue $ 5,382,965 $ 333,726 $ 1,639,564 $ 3,176 $ — $ (113,700 ) $ 7,245,731 Direct operating expenses 4,450,517 47,760 808,697 1,068 — (111,569 ) 5,196,473 Selling, general and administrative expenses 863,516 57,681 488,483 2,175 — — 1,411,855 Depreciation and amortization 201,775 9,932 184,129 46 3,490 (2,131 ) 397,241 Loss on disposal of operating assets 645 — 26 — 174 — 845 Corporate expenses — — — — 107,945 — 107,945 Operating income (loss) $ (133,488 ) $ 218,353 $ 158,229 $ (113 ) $ (111,609 ) $ — $ 131,372 Intersegment revenue $ 104,571 $ — $ 9,129 $ — $ — $ (113,700 ) $ — Capital expenditures $ 41,977 $ 4,836 $ 93,323 $ — $ 5,011 $ — $ 145,147 The following table provides revenue and long-lived assets for the Company’s foreign operations included in the consolidated financial statements: United Kingdom Operations Other Foreign Operations Total Foreign Operations Total Domestic Operations Consolidated Total (in thousands) 2017 Revenue $ 785,174 $ 2,779,324 $ 3,564,498 $ 6,772,950 $ 10,337,448 Long-lived assets $ 74,551 $ 127,173 $ 201,724 $ 684,212 $ 885,936 2016 Revenue $ 683,464 $ 1,882,583 $ 2,566,047 $ 5,788,887 $ 8,354,934 Long-lived assets $ 69,380 $ 104,780 $ 174,160 $ 577,376 $ 751,536 2015 Revenue $ 672,826 $ 1,534,629 $ 2,207,455 $ 5,038,276 $ 7,245,731 Long-lived assets $ 74,517 $ 126,194 $ 200,711 $ 530,571 $ 731,282 |
QUARTERLY RESULTS OF OPERATIONS
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
QUARTERLY RESULTS OF OPERATIONS (Unaudited) | QUARTERLY RESULTS OF OPERATIONS (Unaudited) March 31, June 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 2017 2016 (in thousands) Revenue $ 1,413,181 $ 1,207,716 $ 2,818,693 $ 2,179,258 $ 3,559,418 $ 3,170,416 $ 2,546,156 $ 1,797,544 Operating income (loss) $ (21,366 ) $ (33,290 ) $ 113,433 $ 74,159 $ 201,347 $ 191,286 $ (202,017 ) $ (37,215 ) Net income (loss) $ (47,770 ) $ (55,954 ) $ 80,555 $ 36,461 $ 148,770 $ 132,761 $ (173,781 ) $ (92,971 ) Net income (loss) attributable to common stockholders of Live Nation $ (32,993 ) $ (44,518 ) $ 81,478 $ 37,741 $ 136,393 $ 111,079 $ (190,893 ) $ (101,360 ) Basic net income (loss) per common share available to common stockholders of Live Nation $ (0.22 ) $ (0.29 ) $ 0.31 $ 0.13 $ 0.56 $ 0.51 $ (1.12 ) $ (0.58 ) Diluted net income (loss) per common share available to common stockholders of Live Nation $ (0.22 ) $ (0.29 ) $ 0.29 $ 0.13 $ 0.53 $ 0.49 $ (1.12 ) $ (0.58 ) The following summarizes unusual or infrequent items effecting the quarterly results of operations: 2017 The Company accrued $110.0 million in the fourth quarter of 2017 in connection with a legal settlement entered into in January 2018. See Note 6 —Commitments and Contingent Liabilities for further discussion of the settlement. The Company recorded a goodwill impairment of $20.0 million in the fourth quarter of 2017 in connection with its annual impairment test. See Note 2 —Long-Lived Assets and Note 5 —Fair Value Measurements for further discussion. The Company recorded a $55.7 million income tax benefit in connection with the 2017 tax reform. See Note 8 —Income Taxes for further discussion of the impact of the 2017 tax reform. The Company recorded net foreign exchange rate gains of $2.7 million and $4.4 million in the first and second quarters of 2017, respectively, and net foreign exchange rate losses of $4.2 million in the fourth quarter of 2017, as a component of other expense (income), net. 2016 In the third quarter of 2016, the Company recorded impairment charges of $15.1 million related to investments in a digital content company and an online merchandise company as a component of equity in losses (earnings) of nonconsolidated affiliates. See Note 5 —Fair Value Measurements for further discussion of the inputs used to determine the fair values. In the fourth quarter of 2016, the Company recorded a $14.0 million loss on extinguishment of debt related to the refinancing of certain of its debt. See Note 3 —Long-Term Debt for further discussion. The Company recorded net foreign exchange rate gains of $7.8 million in the first quarter of 2016 and net foreign exchange rate losses of $6.6 million , $1.9 million and $8.0 million in the second, third and fourth quarters of 2016, respectively, as a component of other expense (income), net. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | LIVE NATION ENTERTAINMENT, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Allowance for Doubtful Accounts Description Balance at Beginning of Period Charges of Costs, Expenses and Other Write-off of Accounts Receivable Other Balance at End of Period (in thousands) Year ended December 31, 2015 $ 17,489 $ 19,525 $ (18,703 ) $ (1,143 ) (1) $ 17,168 Year ended December 31, 2016 $ 17,168 $ 16,699 $ (3,927 ) $ (306 ) (1) $ 29,634 Year ended December 31, 2017 $ 29,634 $ 16,664 $ (14,846 ) $ 1,303 (1) $ 32,755 _________________ (1) Foreign currency adjustments and acquisitions. LIVE NATION ENTERTAINMENT, INC. SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Deferred Tax Asset Valuation Allowance Description Balance at Beginning of Period Charges of Costs, Expenses and Other Deletions Other (1) Balance at End of Period (in thousands) Year ended December 31, 2015 $ 593,305 $ 7,116 $ — $ 57,683 $ 658,104 Year ended December 31, 2016 $ 658,104 $ 11,820 $ — $ 11,642 $ 681,566 Year ended December 31, 2017 $ 681,566 $ 18,067 $ — $ (103,196 ) $ 596,437 ________________________ (1) During 2017 , 2016 and 2015 , the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments. The 2017 valuation allowance was also reduced due to the reduction in the federal income tax rate to 21% . This reduced the previously fully valued United States deferred tax asset. |
THE COMPANY AND SUMMARY OF SI22
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements include all accounts of the Company, its majority owned and controlled subsidiaries and VIEs for which the Company is the primary beneficiary. Intercompany accounts among the consolidated businesses have been eliminated in consolidation. Net income (loss) attributable to noncontrolling interests is reflected in the statements of operations. Typically the Company consolidates entities in which the Company owns more than 50% of the voting common stock and controls operations and also VIEs for which the Company is the primary beneficiary. Investments in nonconsolidated affiliates in which the Company owns more than 20% of the voting common stock or otherwise exercises significant influence over operating and financial policies but not control of the nonconsolidated affiliate are accounted for using the equity method of accounting. Investments in nonconsolidated affiliates in which the Company owns less than 20% of the voting common stock and does not exercise significant influence over operating and financial policies are accounted for using the cost method of accounting. All cash flow activity reflected on the consolidated statements of cash flows for the Company is presented net of any non-cash transactions so the amounts reflected may be different than amounts shown in other places in the Company’s financial statements that are based on accrual accounting and therefore include non-cash amounts. For example, the purchases of property, plant and equipment reflected on the consolidated statements of cash flows reflects the amount of cash paid during the year for these purchases and does not include the impact of the changes in accrued expenses related to capital expenditures during the year. |
Variable Interest Entities | Variable Interest Entities In the normal course of business, the Company enters into joint ventures or makes investments in companies that will allow it to expand its core business and enter new markets. In certain instances, such ventures or investments may be considered a VIE because the equity at risk is insufficient to permit it to carry on its activities without additional financial support from its equity owners. In determining whether the Company is the primary beneficiary of a VIE, it assesses whether it has the power to direct activities that most significantly impact the economic performance of the entity and has the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The activities the Company believes most significantly impact the economic performance of its VIEs include the unilateral ability to approve the annual budget, the unilateral ability to terminate key management and the unilateral ability to approve entering into agreements with artists, among others. The Company has certain rights and obligations related to its involvement in the VIEs, including the requirement to provide operational cash flow funding. As of December 31, 2017 and 2016 , excluding intercompany balances and allocated goodwill and intangible assets, there were $192.1 million and $186.4 million of assets and $98.0 million and $98.9 million of liabilities, respectively, related to VIEs included in the balance sheets. None of the Company’s VIEs are significant on an individual basis. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company’s cash and cash equivalents consist primarily of domestic and foreign bank accounts as well as interest-bearing accounts consisting primarily of bank deposits and money market accounts managed by third-party financial institutions. These balances are stated at cost, which approximates fair value. Included in the December 31, 2017 and 2016 cash and cash equivalents balance is $769.4 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 (“client cash”), which amounts are to be remitted to the clients. The Company generally does not utilize client cash for its own financing or investing activities as the amounts are payable to clients on a regular basis. These amounts due to clients are included in accounts payable, client accounts. Cash held in interest-bearing operating accounts in many cases exceeds the Federal Deposit Insurance Corporation insurance limits. To reduce its credit risk, the Company monitors the credit standing of the financial institutions that hold the Company’s cash and cash equivalents; however, these balances could be impacted in the future if the underlying financial institutions fail. To date, the Company has experienced no loss or lack of access to its cash or cash equivalents; however, the Company can provide no assurances that access to its cash and cash equivalents will not be impacted in the future by adverse conditions in the financial markets. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts The Company evaluates the collectability of its accounts receivable based on a combination of factors. Generally, it records specific reserves to reduce the amounts recorded to what it believes will be collected when a customer’s account ages beyond typical collection patterns, or the Company becomes aware of a customer’s inability to meet its financial obligations. The Company believes that the credit risk with respect to trade receivables is limited due to the large number and the geographic diversification of its customers. |
Prepaid Expenses | Prepaid Expenses The majority of the Company’s prepaid expenses relate to event expenses including show advances and deposits and other costs directly related to future concert events. For advances that are expected to be recouped over a period of more than 12 months, the long-term portion of the advance is classified as other long-term assets. These prepaid costs are charged to operations upon completion of the related events. |
Ticketing Contract Advances | Ticketing contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to the Company’s clients pursuant to ticketing agreements and are reflected in prepaid expenses or in other long-term assets if the amount is expected to be recouped or recognized over a period of more than 12 months. Recoupable ticketing contract advances are generally recoupable against future royalties earned by the clients, based on the contract terms, over the life of the contract. Non-recoupable ticketing contract advances, excluding those amounts paid to support clients’ advertising costs, are fixed additional incentives occasionally paid by the Company to secure the contract with certain clients and are normally amortized over the life of the contract on a straight-line basis. Amortization of these non-recoupable ticketing contract advances is included in depreciation and amortization in the statements of operations. For the years ended December 31, 2017 , 2016 and 2015 , the Company amortized $83.3 million , $85.1 million and $86.6 million , respectively, related to non-recoupable ticketing contract advances. |
Business Combinations | Business Combinations During 2017 , 2016 and 2015 , 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. The Company accounts for its business combinations under the acquisition method of accounting. Identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recognized and measured as of the acquisition date at fair value. Additionally, any contingent consideration is recorded at fair value on the acquisition date and classified as a liability. Goodwill is recognized to the extent by which the aggregate of the acquisition-date fair value of the consideration transferred and any noncontrolling interest in the acquiree exceeds the recognized basis of the identifiable assets acquired, net of assumed liabilities. Determining the fair value of assets acquired, liabilities assumed and noncontrolling interests requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash flows, discount rates and asset lives among other items. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost or fair value at the date of acquisition. Depreciation, which is recorded for both owned assets and assets under capital leases, is computed using the straight-line method over their estimated useful lives, which are typically as follows: Buildings and improvements - 10 to 50 years Computer equipment and capitalized software - 3 to 10 years Furniture and other equipment - 3 to 10 years Leasehold improvements are depreciated over the shorter of the economic life or associated lease term assuming the Company exercises renewal periods, if appropriate. Expenditures for maintenance and repairs are charged to operations as incurred, whereas expenditures for asset renewal and improvements are capitalized. The Company tests for possible impairment of property, plant and equipment whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projected, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. If indicators exist, the Company compares the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The impairment loss calculations require management to apply judgment in estimating future cash flows and the discount rates that reflect the risk inherent in future cash flows. |
Intangible Assets | Intangible Assets The Company classifies intangible assets as definite-lived or indefinite-lived. Definite-lived intangibles include revenue-generating contracts, client/vendor relationships, trademarks and naming rights, technology, non-compete agreements, and venue management and leasehold agreements, all of which are amortized either on a straight-line basis over the respective lives of the agreements, typically 3 to 15 years, or on a basis more representative of the time pattern over which the benefit is derived. The Company periodically reviews the appropriateness of the amortization periods related to its definite-lived intangible assets. These assets are stated at cost or fair value at the date of acquisition. Indefinite-lived intangibles consist of trade names. Indefinite-lived intangibles are not subject to amortization, but are reviewed for impairment at least annually. The Company tests for possible impairment of definite-lived intangible assets whenever events or circumstances change, such as a current period operating cash flow loss combined with a history of, or projected, operating cash flow losses or a significant adverse change in the manner in which the asset is intended to be used, which may indicate that the carrying amount of the asset may not be recoverable. If indicators exist, the Company compares the estimated undiscounted future cash flows related to the asset to the carrying value of the asset. If the carrying value is greater than the estimated undiscounted future cash flow amount, an impairment charge is recorded based on the difference between the fair value and the carrying value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The Company tests for possible impairment of indefinite-lived intangible assets at least annually. Depending on facts and circumstances, qualitative factors may first be assessed to determine whether the existence of events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired. If it is concluded that it is more likely than not impaired, the Company performs a quantitative impairment test by comparing the fair value with the carrying amount. If the qualitative assessment is not performed first, the Company performs only this quantitative test. When specific assets are determined to be impaired, the cost basis of the asset is reduced to reflect the current fair value. Any such impairment charge is recorded in depreciation and amortization in the statements of operations. The impairment loss calculations require management to apply judgment in estimating future cash flows, projected expected revenue, discount rates and royalty rates that reflect the risk inherent in future cash flows. |
Goodwill | Goodwill The Company reviews goodwill for impairment annually, as of October 1, using a two-step process. It also tests goodwill for impairment in other periods if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount or when the Company changes its reporting units. The first step is a qualitative evaluation as to whether it is more likely than not that the fair value of any of the Company’s reporting units is less than its carrying value using an assessment of relevant events and circumstances. Examples of such events and circumstances include historical financial performance, industry and market conditions, macroeconomic conditions, reporting unit-specific events, historical results of goodwill impairment testing and the timing of the last performance of a quantitative assessment. If any reporting units are concluded to be more likely than not impaired, or if that conclusion cannot be determined qualitatively, a second step is performed for that reporting unit. Regardless, all reporting units undergo a second step at least once every five years. This second step, used to quantitatively screen for potential impairment and measure the impairment, if any, compares the fair value of the reporting unit with its carrying amount, including goodwill. If the reporting unit’s carrying value exceeds its fair value, the excess of the carrying value over the fair value is recorded as an impairment to goodwill. If a reporting unit’s carrying value is negative, the reporting unit passes the impairment test. In this case, the Company will disclose the amount of goodwill allocated to that reporting unit and disclose which reportable segment the reporting unit is included in. In both steps, discount rates, market multiples, and sensitivity tests are derived and/or computed with the assistance of external valuation consultants. The second step that the Company uses to evaluate goodwill for impairment and measure impairment, if any, involves the determination of the fair value of the Company’s reporting units. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s interpretation of current economic indicators and market valuations, and assumptions about the Company’s strategic plans with regard to its operations. Due to the uncertainties associated with such estimates, actual results could differ from such estimates. In developing fair values for its reporting units, the Company employs a market multiple or a discounted cash flow methodology, or a combination thereof. The market multiple methodology compares the Company to similar companies on the basis of risk characteristics to determine its risk profile relative to those companies as a group. This analysis generally focuses on both quantitative considerations, which include financial performance and other quantifiable data, and qualitative considerations, which include any factors which are expected to impact future financial performance. The most significant assumptions affecting the market multiple methodology are the market multiples used and control premium. A control premium represents the additional value an investor would pay in order to obtain a controlling interest in the respective reporting unit. The discounted cash flow methodology establishes fair value by estimating the present value of the projected future cash flows to be generated from the reporting unit. It is important to note that items such as depreciation, amortization and stock-based compensation expense are not part of cash flows which is more akin to the Company’s AOI metric. The discount rate applied to the projected future cash flows to arrive at the present value is intended to reflect all risks of ownership and the associated risks of realizing the stream of projected future cash flows. The discounted cash flow methodology uses the Company’s estimates of future financial performance. The most significant assumptions used in the discounted cash flow methodology are the discount rate and expected future revenue, which vary among reporting units. |
Nonconsolidated Affiliates | Nonconsolidated Affiliates In general, nonconsolidated investments in which the Company owns more than 20% of the common stock or otherwise exercises significant influence over an affiliate are accounted for under the equity method. The Company recognizes gains or losses upon the issuance of securities by any of its equity method investees. The Company reviews the value of equity method investments and records impairment charges in the statements of operations for any decline in value that is determined to be other-than-temporary. If the Company obtains control of a nonconsolidated affiliate through the purchase of additional ownership interest or changes in the governing agreements, it remeasures its investment to fair value first and then applies the accounting guidance for business combinations. Any gain or loss resulting from the remeasurement to fair value is recorded as a component of other expense (income), net in the statements of operations. |
Accounts Payable, Client Accounts | Accounts Payable, Client Accounts Accounts payable, client accounts consists of contractual amounts due to ticketing clients which includes the face value of tickets sold and the clients’ share of service charges. |
Income Taxes | Income Taxes The Company accounts for income taxes using the liability method which results in deferred tax assets and liabilities based on differences between financial reporting bases and tax bases of assets and liabilities and are measured using the enacted tax rates expected to apply to taxable income in the periods in which the deferred tax asset or liability is expected to be realized or settled. Deferred tax assets are reduced by valuation allowances if the Company believes it is more likely than not that some portion of or the entire asset will not be realized. As almost all earnings from the Company’s continuing foreign operations are permanently reinvested and not distributed, the Company’s income tax provision does not include additional United States state and foreign withholding or transaction taxes on those foreign earnings that would be incurred if they were distributed. It is not practicable to determine the amount of state and foreign income taxes, if any, that might become due in the event that any remaining available cash associated with these earnings were distributed. The FASB guidance for income taxes prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The amount recognized is measured as the largest amount of benefit that is more likely than not to be realized upon ultimate settlement. The Company has established a policy of including interest related to tax loss contingencies in income tax expense (benefit) in the statements of operations. |
Revenue Recognition | Revenue Recognition Revenue from the promotion and production of an event in the Concerts segment is recognized after the show occurs. Revenue related to larger global tours is also recognized after the show occurs; however, any profits related to these tours, primarily related to music tour production and tour management services, is recognized after minimum revenue guarantee thresholds, if any, have been achieved. Revenue collected in advance of the event is recorded as deferred revenue until the event occurs. Revenue collected from sponsorships and other revenue, which is not related to any single event, is classified as deferred revenue and generally recognized over the operating season or the term of the contract. Revenue from the Company’s ticketing operations primarily consists of service fees charged at the time a ticket for an event is sold. For tickets sold to events at the Company’s owned or operated venues and festivals in the United States, and where the Company controls the tickets internationally, the revenue for the associated ticket service charges collected in advance of the event is recorded as deferred revenue until the event occurs and these service charges are shared between the Company’s Ticketing and Concerts segments. For tickets sold for events at third-party venues, the revenue is recognized at the time of the sale and is recorded by the Company’s Ticketing segment. The Company accounts for taxes that are externally imposed on revenue producing transactions on a net basis. |
Gross versus Net Revenue Recognition | Gross versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of an arrangement. The Ticketing segment’s revenue, which primarily consists of service fees from its ticketing operations, is recorded net of the face value of the ticket as the Company generally acts as an agent in these transactions. |
Foreign Currency | Foreign Currency Results of operations for foreign subsidiaries and foreign equity investees are translated into United States dollars using the average exchange rates during the year. The assets and liabilities of those subsidiaries and investees are translated into United States dollars using the exchange rates at the balance sheet date. The related translation adjustments are recorded in a separate component of stockholders’ equity in AOCI. Foreign currency transaction gains and losses are included in the statements of operations and include the impact of revaluation of certain foreign currency denominated net assets or liabilities held internationally. For the year ended December 31, 2017 , the Company recorded net foreign currency transaction gains of $3.1 million . For the years ended December 31, 2016 and 2015 , the Company recorded net foreign currency transaction losses of $8.8 million and $35.3 million , respectively. The Company does not currently have operations in highly inflationary countries. |
Advertising Expense | Advertising Expense The Company records advertising expense in the year that it is incurred. Throughout the year, general advertising expenses are recognized as they are incurred, but event-related advertising for concerts is recognized once the show occurs. However, all advertising costs incurred during the year and not previously recognized are expensed at the end of the year. Advertising expenses of $378.1 million , $311.9 million and $275.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, were recorded as a component of direct operating expenses. Advertising expenses of $40.3 million , $33.2 million and $28.6 million for the years ended December 31, 2017 , 2016 and 2015 , respectively, were recorded as a component of selling, general and administrative expenses. |
Direct Operating Expenses | Direct Operating Expenses Direct operating expenses include artist fees, show-related marketing and advertising expenses, royalties paid to clients for their share of service charges, rent expense for events in third-party venues, credit card fees, telecommunication and data communication costs associated with the Company’s call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and salaries and wages related to seasonal employees at the Company’s venues along with other costs, including ticket stock and shipping. These costs are primarily variable in nature. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses include salaries and other compensation costs related to full-time employees, fixed rent, travel and entertainment, legal expenses and consulting along with other costs. |
Depreciation and Amortization | Depreciation and Amortization The Company’s depreciation and amortization is presented as a separate line item in the statements of operations. There is no depreciation or amortization included in direct operating expenses, selling, general and administrative expenses or corporate expenses. |
Non-cash and Stock-based Compensation | Non-cash and Stock-based Compensation The Company follows the fair value recognition provisions in the FASB guidance for stock compensation. Stock-based compensation expense recognized includes compensation expense for all share-based payments using the estimated grant date fair value. Stock-based compensation expense is adjusted for forfeitures as they occur. The fair value for options in Live Nation stock is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of the options is amortized to expense on a straight-line basis over the options’ vesting period. The Company uses an expected volatility based on an even weighting of its own traded options and historical volatility. Beginning in 2017, the Company uses a weighted-average expected life based on historical experience calculated with the assistance of outside consultants. Through December 31, 2016, the Company used the simplified method for estimating the expected life within the valuation model which is the period of time that options granted are expected to be outstanding. The Company used the simplified method as it did not believe its historical experience provided a reasonable basis with which to estimate the expected term due to the impact of a number of divestitures after its inception, the varying vesting terms of awards issued since the Company’s inception and the impact from the type and amount of awards converted pursuant to the Company’s merger with Ticketmaster Entertainment LLC. The risk-free rate for periods within the expected life of the option is based on the United States Treasury note rate. The fair value of restricted stock awards and deferred stock awards, which is generally the stock price on the date of grant, is amortized to expense on a straight-line basis over the vesting period except for restricted stock awards and deferred stock awards with minimum performance or market targets as their vesting condition. The performance-based awards are amortized to expense on a graded basis over the vesting period to the extent that it is probable that the performance criteria will be met. Specific for market-based awards, the fair value is estimated using a Monte Carlo simulation model and is then amortized to expense on a graded basis over the derived service period, which is estimated as the median weighted average vesting period from the Monte Carlo simulation model. However, unlike awards with a service or performance condition, the expense for market-based awards will not be reversed solely because the market condition is not satisfied. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the amounts reported in the financial statements and accompanying notes including, but not limited to, legal, tax and insurance accruals, acquisition accounting and impairments. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | 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. In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The guidance should be applied prospectively to goodwill impairment tests performed within the period of adoption. The Company adopted this guidance effective October 1, 2017. 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 which the entity expects to be entitled to receive in exchange for those goods or services. The FASB also issued 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 dedicated personnel to lead the implementation effort and supplemented them with additional external resources. These personnel reviewed the amended guidance and subsequent clarifications, conducted surveys of divisional finance managers to obtain a detailed understanding of contracts with customers within each division, and reviewed a sample of contracts judgmentally selected based on the size and complexity of all major revenue streams. The Company has completed its review and analysis, including the estimated impact of the new guidance. Based on the procedures performed to date, the Company believes it has identified all material contract types and costs that will be impacted by the new guidance. The Concerts segment, representing approximately 76% of the Company’s 2017 consolidated revenue, will not require 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 21% of 2017 consolidated revenue, the Company has concluded that it will no longer present certain payments to ticketing clients as an expense and will begin reflecting these payments as a reduction of revenue. Previously, the Company recognized royalties paid to ticketing clients as direct operating expenses and nonrecoupable ticketing contract advances as depreciation and amortization. Under the new guidance, the Company will now recognize royalties and ticketing contract advances paid to ticketing clients as a reduction to revenue. Consolidated revenue for 2017 will be reduced by $650.2 million , or approximately 6% , and the Ticketing segment revenue will be reduced by $797.3 million , or approximately 37% . There will be no impact overall to operating income. The timing of revenue recognition will not change for the Ticketing segment. The remaining revenue streams of the Company will not be impacted by the new guidance. The Company is compiling the data necessary for the required disclosures along with implementing changes to internal controls and accounting policies 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 consolidated statements of operations. The table below represents the impact of the adoption to the Company’s consolidated and Ticketing segment’s results of operations. The impact to the consolidated results of operations includes the elimination of intercompany transactions between the Company’s Concerts and Ticketing segments. As Reported Adjustment As Restated (in thousands) Consolidated 2017 Revenue $ 10,337,448 $ (650,226 ) $ 9,687,222 Direct operating expenses $ 7,748,791 $ (566,893 ) $ 7,181,898 Depreciation and amortization $ 455,534 $ (83,333 ) $ 372,201 2016 Revenue $ 8,354,934 $ (528,598 ) $ 7,826,336 Direct operating expenses $ 6,082,708 $ (443,531 ) $ 5,639,177 Depreciation and amortization $ 403,651 $ (85,067 ) $ 318,584 Ticketing Segment 2017 Revenue $ 2,143,800 $ (797,290 ) $ 1,346,510 Direct operating expenses $ 1,170,121 $ (709,240 ) $ 460,881 Depreciation and amortization $ 200,777 $ (88,050 ) $ 112,727 2016 Revenue $ 1,827,930 $ (661,901 ) $ 1,166,029 Direct operating expenses $ 956,956 $ (574,266 ) $ 382,690 Depreciation and amortization $ 185,925 $ (87,635 ) $ 98,290 Lease Accounting 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. To assess the impact of the standard, the Company has dedicated certain of its personnel to lead the implementation effort. 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 financial position and results of operations. The Company has formed a cross-functional steering committee including members from its major divisions. The Company is in the process of implementing a third-party lease accounting software to record, analyze, and calculate the financial statement and disclosure impacts. The Company will finalize its conclusions in 2018 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 lease accounting and disclosure requirements. The Company will adopt this standard on January 1, 2019 and is currently evaluating the impact that this guidance will have on its financial position and results of operations. 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 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 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 will 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 and should be accounted for as an asset acquisition rather than a business combination. 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 will adopt this guidance on January 1, 2018, and will apply it prospectively to acquisitions occurring on or after January 1, 2018. |
THE COMPANY AND SUMMARY OF SI23
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Impact of the Adoption of Revenue Guidance on the Company's Results of Operations | The table below represents the impact of the adoption to the Company’s consolidated and Ticketing segment’s results of operations. The impact to the consolidated results of operations includes the elimination of intercompany transactions between the Company’s Concerts and Ticketing segments. As Reported Adjustment As Restated (in thousands) Consolidated 2017 Revenue $ 10,337,448 $ (650,226 ) $ 9,687,222 Direct operating expenses $ 7,748,791 $ (566,893 ) $ 7,181,898 Depreciation and amortization $ 455,534 $ (83,333 ) $ 372,201 2016 Revenue $ 8,354,934 $ (528,598 ) $ 7,826,336 Direct operating expenses $ 6,082,708 $ (443,531 ) $ 5,639,177 Depreciation and amortization $ 403,651 $ (85,067 ) $ 318,584 Ticketing Segment 2017 Revenue $ 2,143,800 $ (797,290 ) $ 1,346,510 Direct operating expenses $ 1,170,121 $ (709,240 ) $ 460,881 Depreciation and amortization $ 200,777 $ (88,050 ) $ 112,727 2016 Revenue $ 1,827,930 $ (661,901 ) $ 1,166,029 Direct operating expenses $ 956,956 $ (574,266 ) $ 382,690 Depreciation and amortization $ 185,925 $ (87,635 ) $ 98,290 |
LONG-LIVED ASSETS (Tables)
LONG-LIVED ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
LONG-LIVED ASSETS [Abstract] | |
Gross Carrying Amount and Accumulated Amortization of 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 years ended December 31, 2017 and 2016 : Revenue- generating contracts Client / vendor relationships Trademarks Technology Other (1) Total (in thousands) Balance as of December 31, 2015: Gross carrying amount $ 700,795 $ 379,282 $ 86,556 $ 30,265 $ 246,003 $ 1,442,901 Accumulated amortization (313,743 ) (169,620 ) (14,578 ) (8,602 ) (158,595 ) (665,138 ) Net 387,052 209,662 71,978 21,663 87,408 777,763 Gross carrying amount: Acquisitions—current year 136,029 42,861 5,100 24,804 11,411 220,205 Acquisitions—prior year 11,404 782 3,618 — 2,674 18,478 Dispositions — (2,299 ) — — (1,225 ) (3,524 ) Foreign exchange (25,360 ) (4,528 ) (930 ) (1,364 ) (8,110 ) (40,292 ) Other (2) (62,470 ) (14,089 ) (6 ) (627 ) (126,746 ) (203,938 ) Net change 59,603 22,727 7,782 22,813 (121,996 ) (9,071 ) Accumulated amortization: Amortization (76,484 ) (60,815 ) (9,623 ) (6,153 ) (25,055 ) (178,130 ) Dispositions — 599 — — 22 621 Foreign exchange 10,555 1,962 477 491 2,926 16,411 Other (2) 62,872 14,089 — 627 126,849 204,437 Net change (3,057 ) (44,165 ) (9,146 ) (5,035 ) 104,742 43,339 Balance as of December 31, 2016: Gross carrying amount 760,398 402,009 94,338 53,078 124,007 1,433,830 Accumulated amortization (316,800 ) (213,785 ) (23,724 ) (13,637 ) (53,853 ) (621,799 ) Net 443,598 188,224 70,614 39,441 70,154 812,031 Gross carrying amount: Acquisitions—current year 19,095 22,635 — 12,707 6,620 61,057 Acquisitions—prior year (6,724 ) — 35,464 1,120 — 29,860 Foreign exchange 23,308 10,457 1,429 2,278 4,857 42,329 Other (2) (6,714 ) (93,652 ) (4,900 ) (5,517 ) (253 ) (111,036 ) Net change 28,965 (60,560 ) 31,993 10,588 11,224 22,210 Accumulated amortization: Amortization (94,797 ) (61,550 ) (13,315 ) (13,869 ) (19,035 ) (202,566 ) Foreign exchange (9,918 ) (4,460 ) (560 ) (764 ) (2,463 ) (18,165 ) Other (2) 11,504 93,438 4,918 5,525 370 115,755 Net change (93,211 ) 27,428 (8,957 ) (9,108 ) (21,128 ) (104,976 ) Balance as of December 31, 2017: Gross carrying amount 789,363 341,449 126,331 63,666 135,231 1,456,040 Accumulated amortization (410,011 ) (186,357 ) (32,681 ) (22,745 ) (74,981 ) (726,775 ) Net $ 379,352 $ 155,092 $ 93,650 $ 40,921 $ 60,250 $ 729,265 ___________________ (1) Other includes non-compete agreements of $31.6 million and $43.9 million at December 31, 2017 and 2016 , respectively, and venue management and leaseholds of $27.2 million and $24.3 million at December 31, 2017 and 2016 , respectively. (2) Other includes netdowns of fully amortized or impaired assets. |
Weighted Average Lives of Additions to Definite-Lived Intangible Assets | The 2017 and 2016 additions to definite-lived intangible assets from acquisitions have weighted-average lives as follows: Weighted- Average Life (years) 2017 2016 Revenue-generating contracts 7 8 Client/vendor relationships 6 6 Trademarks and naming rights — 10 Technology 3 5 Other 9 5 All categories 6 8 |
Estimate of Amortization Expense for Each of the Five Succeeding Fiscal Years for Definite-Lived Intangible Assets | The following table presents the Company’s estimate of amortization expense for each of the five succeeding fiscal years for definite-lived intangible assets that exist at December 31, 2017 : (in thousands) 2018 $ 179,251 2019 $ 151,852 2020 $ 118,439 2021 $ 81,950 2022 $ 63,920 |
Changes in Goodwill by Segment | The following table presents the changes in the carrying amount of goodwill in each of the Company’s reportable segments for the years ended December 31, 2017 and 2016 : Concerts Sponsorship & Advertising Ticketing Total (in thousands) Balance as of December 31, 2015: Goodwill $ 943,272 $ 332,081 $ 733,825 $ 2,009,178 Accumulated impairment losses (404,863 ) — — (404,863 ) Net 538,409 332,081 733,825 1,604,315 Acquisitions—current year 123,952 45,376 8,671 177,999 Acquisitions—prior year (18,457 ) 18,302 (108 ) (263 ) Dispositions (323 ) — — (323 ) Foreign exchange (31,424 ) 67 (3,283 ) (34,640 ) Balance as of December 31, 2016: Goodwill 1,017,020 395,826 739,105 2,151,951 Accumulated impairment losses (404,863 ) — — (404,863 ) Net 612,157 395,826 739,105 1,747,088 Acquisitions—current year 10,265 5,438 11,139 26,842 Acquisitions—prior year (21,614 ) (9,822 ) 882 (30,554 ) Impairment (20,000 ) — — (20,000 ) Foreign exchange 10,242 10,311 10,660 31,213 Balance as of December 31, 2017: Goodwill 1,015,913 401,753 761,786 2,179,452 Accumulated impairment losses (424,863 ) — — (424,863 ) Net $ 591,050 $ 401,753 $ 761,786 $ 1,754,589 |
Investments in Nonconsolidated Affiliates | Summarized balance sheet and income statement information for these entities is as follows (at 100%): December 31, 2017 2016 (in thousands) Current assets $ 125,883 $ 58,099 Noncurrent assets $ 117,890 $ 14,854 Current liabilities $ 133,586 $ 39,207 Noncurrent liabilities $ 15,531 $ — Noncontrolling interests $ 476 $ 355 Year Ended December 31, 2017 2016 2015 (in thousands) Revenue $ 83,363 $ 57,620 $ 59,770 Operating income $ 23,691 $ 24,673 $ 27,443 Net income $ 18,048 $ 18,652 $ 20,481 Net income attributable to the common stockholders of the equity investees $ 17,927 $ 18,670 $ 20,400 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Summary of long-term debt | Long-term debt, which includes capital leases, consisted of the following: December 31, 2017 2016 (in thousands) Senior Secured Credit Facility: Term loan A $ 175,750 $ 187,625 Term loan B 962,849 972,563 4.875% Senior Notes due 2024 575,000 575,000 5.375% Senior Notes due 2022 250,000 250,000 2.5% Convertible Senior Notes due 2019 275,000 275,000 Other long-term debt 99,393 104,397 Total principal amount 2,337,992 2,364,585 Less unamortized discounts and debt issuance costs (38,033 ) (51,532 ) Total long-term debt, net of unamortized discounts and debt issuance costs 2,299,959 2,313,053 Less: current portion 347,593 53,317 Total long-term debt, net $ 1,952,366 $ 2,259,736 |
Future maturities of long-term debt | Future maturities of long-term debt at December 31, 2017 are as follows: (in thousands) 2018 $ 353,738 2019 42,240 2020 71,621 2021 114,546 2022 260,013 Thereafter 1,495,834 Total $ 2,337,992 |
Summary of pre tax interest cost recognized on convertible senior notes | The following table summarizes the amount of pre-tax interest cost recognized on the 2.5% convertible senior notes: Year Ended December 31, 2017 2016 2015 (in thousands) Interest cost recognized relating to: Contractual interest coupon $ 6,875 $ 6,875 $ 6,856 Amortization of debt discount 5,080 4,833 4,599 Amortization of debt issuance costs 1,358 1,358 1,355 Total interest cost recognized on the notes $ 13,313 $ 13,066 $ 12,810 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Assets and Liabilities Measured on a Recurring Basis | In accordance with the fair value hierarchy described above, the following table shows the fair value of the Company’s financial assets and liabilities 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, other current assets, other current liabilities and other long-term liabilities: Fair Value Measurements Fair Value Measurements Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total (in thousands) (in thousands) Assets: Cash equivalents $ 58,063 $ — $ — $ 58,063 $ 55,081 $ — $ — $ 55,081 Forward currency contracts — 114 — 114 — 2,957 — 2,957 Total $ 58,063 $ 114 $ — $ 58,177 $ 55,081 $ 2,957 $ — $ 58,038 Liabilities: Forward currency contracts — 1,276 — 1,276 — 363 — 363 Put option — — 5,768 5,768 — — 5,147 5,147 Contingent consideration — — 70,039 70,039 — — 44,195 44,195 Total $ — $ 1,276 $ 75,807 $ 77,083 $ — $ 363 $ 49,342 $ 49,705 |
Fair Value of Assets Measured on a Non-recurring Basis | The following table shows the fair value of the Company’s financial assets that have been adjusted to fair value on a non-recurring basis which had a significant impact on the Company’s results of operations for the years ended December 31, 2017 and 2016: Fair Value Fair Value Measurements Using Loss Description Measurement Level 1 Level 2 Level 3 (Gain) (in thousands) 2017 Goodwill $ 30,832 $ — $ — $ 30,832 $ 20,000 2016 Investment in nonconsolidated affiliates $ — $ — $ — $ — $ 16,455 |
COMMITMENTS AND CONTINGENT LI27
COMMITMENTS AND CONTINGENT LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Rental Commitments, Contract Commitment, and Capital Expenditure Commitments | As of December 31, 2017 , the Company’s future minimum rental commitments under non-cancelable operating lease agreements, minimum payments under non-cancelable contracts and capital expenditure commitments consist of the following: Non-cancelable Operating Leases Non-cancelable Contracts Capital Expenditures (in thousands) 2018 $ 175,863 $ 897,266 $ 16,499 2019 170,751 235,324 3,889 2020 156,278 76,546 3,764 2021 126,317 39,076 4,181 2022 115,849 27,204 872 Thereafter 1,423,288 96,985 30,933 Total $ 2,168,346 $ 1,372,401 $ 60,138 |
CERTAIN RELATIONSHIPS AND REL28
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Expenses Incurred and Revenue Earned From Related Parties | The following table provides details of the total revenue earned and expenses incurred from all related-party transactions: Year Ended December 31, 2017 2016 2015 (in thousands) Related-party revenue $ 135,996 $ 123,521 $ 109,720 Related-party expenses $ 14,176 $ 8,996 $ 8,668 Related-party acquisition related $ — $ 2,145 $ — |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Significant Components of the Provision for Income Tax Expense (Benefit) | Significant components of the provision for income tax expense (benefit) are as follows: Year Ended December 31, 2017 2016 2015 (in thousands) Current: Federal $ (702 ) $ 564 $ 543 Foreign 50,970 29,902 23,811 State 4,117 5,454 7,379 Total current 54,385 35,920 31,733 Deferred: Federal (56,442 ) 5,113 (355 ) Foreign (15,841 ) (11,703 ) (8,278 ) State 744 (1,301 ) (978 ) Total deferred (71,539 ) (7,891 ) (9,611 ) Income tax expense (benefit) $ (17,154 ) $ 28,029 $ 22,122 |
Significant Components of Deferred Tax Liabilities and Assets | Significant components of the Company’s deferred tax liabilities and assets are as follows: December 31, 2017 2016 (in thousands) Deferred tax liabilities: Intangible assets $ 132,041 $ 189,131 Prepaid expenses 7,882 8,770 Long-term debt 1,229 3,835 Other 7,533 6,077 Total deferred tax liabilities 148,685 207,813 Deferred tax assets: Accrued expenses 68,168 45,839 Net operating loss carryforwards 466,023 563,461 Foreign tax and other credit carryforwards 62,136 59,977 Equity compensation 20,549 32,452 Other 2,725 — Total gross deferred tax assets 619,601 701,729 Valuation allowance 596,437 681,566 Total deferred tax assets 23,164 20,163 Net deferred tax liabilities $ (125,521 ) $ (187,650 ) |
Reconciliation of Income Taxes at the United States Statutory Rate to Income Tax Expense | The reconciliation of income tax computed at the United States federal statutory rates to income tax expense (benefit) is: Year Ended December 31, 2017 2016 2015 (in thousands) Income tax expense (benefit) at United States statutory rates $ (3,283 ) $ 16,914 $ 2,223 State income taxes, net of federal tax benefits 1,544 3,264 3,959 Differences between foreign and United States statutory rates (10,887 ) (11,116 ) (5,356 ) United States tax reform rate change (55,685 ) — — Non-United States income inclusions and exclusions 3,826 (2,749 ) 655 United States income inclusions and exclusions 11,347 (1,317 ) 2,095 Nondeductible items 11,380 3,210 4,736 Tax contingencies 1,955 2,390 2,063 Tax expense from acquired goodwill 4,489 5,936 4,483 Change in valuation allowance 18,067 11,820 7,116 Other, net 93 (323 ) 148 $ (17,154 ) $ 28,029 $ 22,122 |
Summary of Activity Related to Unrecognized Tax Benefits | The following table summarizes the activity related to the Company’s unrecognized tax benefits: Year Ended December 31, 2017 2016 2015 (in thousands) Balance at January 1 $ 15,117 $ 14,022 $ 12,619 Additions: Increase for current year positions 807 — 1,606 Increase for prior year positions 15,498 1,978 274 Decrease for prior year positions — (3 ) — Interest and penalties for prior years 2,745 546 525 Reductions: Expiration of applicable statute of limitations (1,233 ) — — Settlements for prior year positions (2,033 ) (1,188 ) (852 ) Foreign exchange (271 ) (238 ) (150 ) Balance at December 31 $ 30,630 $ 15,117 $ 14,022 |
EQUITY (Tables)
EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Change in Noncontrolling Ownership Interest | The following schedule reflects the change in ownership interests for these transactions: Year Ended December 31, 2017 2016 2015 (in thousands) Net income (loss) attributable to common stockholders of Live Nation $ (6,015 ) $ 2,942 $ (32,508 ) Transfers of noncontrolling interest: Changes in Live Nation’s additional paid-in capital for purchases of noncontrolling interests, net of transaction costs (3,616 ) (49,111 ) (6,555 ) Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs — 1,424 11,899 Net transfers of noncontrolling interest (3,616 ) (47,687 ) 5,344 Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests $ (9,631 ) $ (44,745 ) $ (27,164 ) |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table presents changes in the components of AOCI, net of taxes, for the years ended December 31, 2017 , 2016 and 2015 : Foreign Currency Items Other Total (in thousands) Balance at December 31, 2014 $ (69,404 ) $ (606 ) $ (70,010 ) Other comprehensive income (loss) before reclassifications (41,895 ) 223 (41,672 ) Amount reclassified from AOCI — 25 25 Net other comprehensive income (loss) (41,895 ) 248 (41,647 ) Balance at December 31, 2015 (111,299 ) (358 ) (111,657 ) Other comprehensive loss before reclassifications (64,947 ) (103 ) (65,050 ) Amount reclassified from AOCI — — — Net other comprehensive loss (64,947 ) (103 ) (65,050 ) Balance at December 31, 2016 (176,246 ) (461 ) (176,707 ) Other comprehensive income before reclassifications 67,704 — 67,704 Amount reclassified from AOCI — 461 461 Net other comprehensive income 67,704 461 68,165 Balance at December 31, 2017 $ (108,542 ) $ — $ (108,542 ) |
Potentially Dilutive Securities Excluded From Diluted Net Income Per Common Share | The following table shows securities excluded from the calculation of diluted net income per common share because such securities were anti-dilutive: Year Ended December 31, 2017 2016 2015 Options to purchase shares of common stock 14,238,589 16,283,434 16,308,739 Restricted and deferred stock awards—unvested 4,106,956 1,079,783 860,646 Conversion shares related to convertible senior notes 7,929,982 7,929,982 7,929,982 Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding 26,275,527 25,293,199 25,099,367 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | The following is a summary of stock-based compensation expense recorded by the Company during the respective periods: Year Ended December 31, 2017 2016 2015 (in thousands) Selling, general and administrative expenses $ 24,364 $ 15,687 $ 16,380 Corporate expenses 18,391 17,036 16,981 Total $ 42,755 $ 32,723 $ 33,361 |
Assumptions Used to Calculate Fair Value of Options | The following assumptions were used to calculate the fair value of the Company’s options on the date of grant: Year Ended December 31, 2017 2016 2015 Risk-free interest rate 1.87% - 2.27% 1.24% - 1.49% 1.47% - 1.75% Dividend yield 0.0 % 0.0 % 0.0 % Volatility factors 25.88% - 27.58% 29.42% - 36.11% 34.18% - 43.36% Weighted average expected life (in years) 5.78 5.76 5.94 |
Summary of Stock Options Activity | The following table presents a summary of the Company’s stock options outstanding at the dates given, and stock option activity for the period between such dates (“Price” reflects the weighted average exercise price per share): Year Ended December 31, 2017 2016 2015 Options Price Options Price Options Price (in thousands, except per share data) Outstanding January 1 16,283 $ 13.55 16,309 $ 13.54 16,999 $ 13.78 Granted 1,164 33.48 1,103 19.53 1,667 25.32 Exercised (3,138 ) 16.27 (1,063 ) 19.10 (1,098 ) 14.50 Forfeited or expired (70 ) 24.05 (66 ) 22.39 (1,259 ) 31.58 Outstanding December 31 14,239 $ 14.52 16,283 $ 13.55 16,309 $ 13.54 Exercisable December 31 11,906 $ 12.00 12,628 $ 12.01 11,177 $ 11.54 Weighted average fair value per option granted $ 10.18 $ 6.98 $ 9.93 |
Summary of Stock Options, by Range of Exercise Prices | Vesting dates on the stock options range from January 2018 to December 2021, and expiration dates range from January 2018 to December 2027 at exercise prices and average contractual lives as follows: Range of Exercise Prices Outstanding as of 12/31/17 Weighted Average Remaining Contractual Life Weighted Average Exercise Price Exercisable as of 12/31/17 Weighted Average Remaining Contractual Life Weighted Average Exercise Price (in thousands) (in years) (in thousands) (in years) $2.75 - $4.99 1,713 1.2 $ 2.82 1,713 1.2 $ 2.82 $5.00 - $9.99 4,455 4.8 $ 8.81 4,455 4.8 $ 8.81 $10.00 - $14.99 2,540 3.3 $ 11.34 2,540 3.3 $ 11.34 $15.00 - $19.99 1,269 7.0 $ 19.04 745 6.2 $ 18.82 $20.00 - $24.99 1,842 6.2 $ 21.15 1,467 6.1 $ 21.15 $25.00 - $29.99 2,061 7.9 $ 26.77 986 7.1 $ 25.35 $30.00 - $44.99 359 9.9 $ 43.50 — 0.0 $ — |
Summary of Unvested Restricted Stock Activity | The following table presents a summary of the Company’s unvested restricted stock awards outstanding at December 31, 2017 , 2016 and 2015 (“Price” reflects the weighted average share price at the date of grant): Restricted Stock Awards Price (in thousands, except per share data) Unvested at December 31, 2014 1,171 $ 16.18 Granted 456 26.11 Forfeited (6 ) 10.02 Vested (760 ) 14.74 Unvested at December 31, 2015 861 $ 22.67 Granted 751 20.65 Forfeited (50 ) 21.63 Vested (482 ) 21.73 Unvested at December 31, 2016 1,080 $ 21.67 Granted 1,132 35.97 Forfeited (82 ) 22.96 Vested (523 ) 21.89 Unvested at December 31, 2017 1,607 $ 31.79 |
Summary of Deferred Stock Activity | The following table presents a summary of the Company’s unvested deferred stock awards outstanding at December 31, 2017 and 2016 (“Price” reflects the weighted average share price at the date of grant): Deferred Stock Awards Price (in thousands, except per share data) Unvested at December 31, 2016 — $ — Granted 2,500 26.69 Forfeited — — Vested — — Unvested at December 31, 2017 2,500 $ 26.69 |
OTHER INFORMATION (Tables)
OTHER INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Other Information | December 31, 2017 2016 (in thousands) The following details the components of “Other current assets”: Cash held in escrow $ 6,628 $ 2,983 Inventory 17,467 15,114 Other 31,308 31,677 Total other current assets $ 55,403 $ 49,774 The following details the components of “Other long-term assets”: Long-term advances $ 359,528 $ 208,977 Investments in nonconsolidated affiliates 105,271 82,032 Other 147,909 120,285 Total other long-term assets $ 612,708 $ 411,294 The following details the components of “Accrued expenses”: Accrued compensation and benefits $ 233,459 $ 192,167 Accrued event expenses 247,380 192,599 Accrued insurance 97,606 65,941 Accrued legal 129,882 22,904 Collections on behalf of others 48,099 31,233 Other 352,820 276,650 Total accrued expenses $ 1,109,246 $ 781,494 The following details the components of “Other current liabilities”: Contingent and deferred purchase consideration $ 143,809 $ 23,301 Other 16,829 15,754 Total other current liabilities $ 160,638 $ 39,055 The following details the components of “Other long-term liabilities”: Deferred revenue 9,569 5,506 Contingent and deferred purchase consideration 41,946 46,228 Other 122,876 98,057 Total other long-term liabilities $ 174,391 $ 149,791 |
SEGMENT DATA (Tables)
SEGMENT DATA (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Results of Operations Related to Reportable Segments of the Entity | The following table presents the results of operations for the Company’s reportable segments for the years ending December 31, 2017 , 2016 and 2015 : Concerts Sponsorship Ticketing Other Corporate Eliminations Consolidated (in thousands) 2017 Revenue $ 7,892,076 $ 445,148 $ 2,143,800 $ 21,012 $ — $ (164,588 ) $ 10,337,448 Direct operating expenses 6,641,071 78,725 1,170,121 18,746 — (159,872 ) 7,748,791 Selling, general and administrative expenses 1,119,335 87,268 681,948 19,172 — — 1,907,723 Depreciation and amortization 226,315 27,669 200,777 432 5,057 (4,716 ) 455,534 Loss (gain) on disposal of operating assets (1,056 ) — 49 — 38 — (969 ) Corporate expenses — — — — 134,972 — 134,972 Operating income (loss) $ (93,589 ) $ 251,486 $ 90,905 $ (17,338 ) $ (140,067 ) $ — $ 91,397 Intersegment revenue $ 148,125 $ — $ 16,463 $ — $ — $ (164,588 ) $ — Capital expenditures $ 109,801 $ 6,701 $ 105,317 $ 149 $ 25,926 $ — $ 247,894 2016 Revenue $ 6,283,521 $ 377,618 $ 1,827,930 $ 7,978 $ — $ (142,113 ) $ 8,354,934 Direct operating expenses 5,202,097 60,218 956,956 2,902 — (139,465 ) 6,082,708 Concerts Sponsorship Ticketing Other Corporate Eliminations Consolidated (in thousands) Selling, general and administrative expenses 950,060 71,089 510,490 16,811 — — 1,548,450 Depreciation and amortization 194,715 18,206 185,925 2,940 4,433 (2,568 ) 403,651 Loss (gain) on disposal of operating assets (61 ) — 68 — 117 — 124 Corporate expenses — — — — 125,141 (80 ) 125,061 Operating income (loss) $ (63,290 ) $ 228,105 $ 174,491 $ (14,675 ) $ (129,691 ) $ — $ 194,940 Intersegment revenue $ 133,505 $ — $ 8,528 $ 80 $ — $ (142,113 ) $ — Capital expenditures $ 87,306 $ 2,161 $ 91,285 $ 1,028 $ 7,824 $ — $ 189,604 2015 Revenue $ 5,382,965 $ 333,726 $ 1,639,564 $ 3,176 $ — $ (113,700 ) $ 7,245,731 Direct operating expenses 4,450,517 47,760 808,697 1,068 — (111,569 ) 5,196,473 Selling, general and administrative expenses 863,516 57,681 488,483 2,175 — — 1,411,855 Depreciation and amortization 201,775 9,932 184,129 46 3,490 (2,131 ) 397,241 Loss on disposal of operating assets 645 — 26 — 174 — 845 Corporate expenses — — — — 107,945 — 107,945 Operating income (loss) $ (133,488 ) $ 218,353 $ 158,229 $ (113 ) $ (111,609 ) $ — $ 131,372 Intersegment revenue $ 104,571 $ — $ 9,129 $ — $ — $ (113,700 ) $ — Capital expenditures $ 41,977 $ 4,836 $ 93,323 $ — $ 5,011 $ — $ 145,147 |
Schedule of Revenue and Long-Lived Assets, by Geographical Areas | The following table provides revenue and long-lived assets for the Company’s foreign operations included in the consolidated financial statements: United Kingdom Operations Other Foreign Operations Total Foreign Operations Total Domestic Operations Consolidated Total (in thousands) 2017 Revenue $ 785,174 $ 2,779,324 $ 3,564,498 $ 6,772,950 $ 10,337,448 Long-lived assets $ 74,551 $ 127,173 $ 201,724 $ 684,212 $ 885,936 2016 Revenue $ 683,464 $ 1,882,583 $ 2,566,047 $ 5,788,887 $ 8,354,934 Long-lived assets $ 69,380 $ 104,780 $ 174,160 $ 577,376 $ 751,536 2015 Revenue $ 672,826 $ 1,534,629 $ 2,207,455 $ 5,038,276 $ 7,245,731 Long-lived assets $ 74,517 $ 126,194 $ 200,711 $ 530,571 $ 731,282 |
QUARTERLY RESULTS OF OPERATIO34
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations | March 31, June 30, September 30, December 31, 2017 2016 2017 2016 2017 2016 2017 2016 (in thousands) Revenue $ 1,413,181 $ 1,207,716 $ 2,818,693 $ 2,179,258 $ 3,559,418 $ 3,170,416 $ 2,546,156 $ 1,797,544 Operating income (loss) $ (21,366 ) $ (33,290 ) $ 113,433 $ 74,159 $ 201,347 $ 191,286 $ (202,017 ) $ (37,215 ) Net income (loss) $ (47,770 ) $ (55,954 ) $ 80,555 $ 36,461 $ 148,770 $ 132,761 $ (173,781 ) $ (92,971 ) Net income (loss) attributable to common stockholders of Live Nation $ (32,993 ) $ (44,518 ) $ 81,478 $ 37,741 $ 136,393 $ 111,079 $ (190,893 ) $ (101,360 ) Basic net income (loss) per common share available to common stockholders of Live Nation $ (0.22 ) $ (0.29 ) $ 0.31 $ 0.13 $ 0.56 $ 0.51 $ (1.12 ) $ (0.58 ) Diluted net income (loss) per common share available to common stockholders of Live Nation $ (0.22 ) $ (0.29 ) $ 0.29 $ 0.13 $ 0.53 $ 0.49 $ (1.12 ) $ (0.58 ) |
THE COMPANY AND SUMMARY OF SI35
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Variable Interest Entities [Abstract] | |||
Assets | $ 192.1 | $ 186.4 | |
Liabilities | 98 | 98.9 | |
Cash and cash equivalents [Abstract] | |||
Client Cash | 769.4 | 591 | |
Ticketing contract advances [Abstract] | |||
Amortization of non-recoupable ticketing contract advances | $ 83.3 | $ 85.1 | $ 86.6 |
THE COMPANY AND SUMMARY OF SI36
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Property, Plant and Equipment Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Buildings and Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Buildings and Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 50 years |
Computer Equipment and Capitalized Software [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Computer Equipment and Capitalized Software [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
Furniture and Other Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and Other Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 10 years |
THE COMPANY AND SUMMARY OF SI37
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Intangible Asset Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 3 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Estimated useful lives | 15 years |
THE COMPANY AND SUMMARY OF SI38
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Goodwill) (Details) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill [Line Items] | |
Maximum number of years for goodwill quantitative assessment | 5 years |
THE COMPANY AND SUMMARY OF SI39
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Foreign Currency) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Foreign Currency Transaction Gain (Loss), before Tax [Abstract] | ||||||||||
Net foreign currency transaction gains/(losses) | $ (4.2) | $ 4.4 | $ 2.7 | $ (8) | $ (1.9) | $ (6.6) | $ 7.8 | $ 3.1 | $ (8.8) | $ (35.3) |
THE COMPANY AND SUMMARY OF SI40
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Advertising Expense) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Direct Operating Expense [Member] | |||
Income Statement Location [Line Items] | |||
Advertising expense | $ 378.1 | $ 311.9 | $ 275.6 |
Selling, General and Administrative Expense [Member] | |||
Income Statement Location [Line Items] | |||
Advertising expense | $ 40.3 | $ 33.2 | $ 28.6 |
THE COMPANY AND SUMMARY OF SI41
THE COMPANY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Recent Accounting Pronouncements) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Percentage of the concert business revenue to total revenue | 76.00% | ||||||||||
Percentage of the ticketing business revenue to total revenue | 21.00% | ||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | $ 2,546,156 | $ 3,559,418 | $ 2,818,693 | $ 1,413,181 | $ 1,797,544 | $ 3,170,416 | $ 2,179,258 | $ 1,207,716 | $ 10,337,448 | $ 8,354,934 | $ 7,245,731 |
Direct operating expenses | 7,748,791 | 6,082,708 | 5,196,473 | ||||||||
Depreciation and amortization | $ 455,534 | 403,651 | 397,241 | ||||||||
Accounting Standards Update 2014-09 [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Percent Reduction In Consolidated Revenue | 6.00% | ||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | $ (650,226) | (528,598) | |||||||||
Direct operating expenses | (566,893) | (443,531) | |||||||||
Depreciation and amortization | (83,333) | (85,067) | |||||||||
Scenario, Plan [Member] | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | 9,687,222 | 7,826,336 | |||||||||
Direct operating expenses | 7,181,898 | 5,639,177 | |||||||||
Depreciation and amortization | $ 372,201 | 318,584 | |||||||||
Ticketing [Member] | Accounting Standards Update 2014-09 [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Percent Reduction In Ticketing Revenue | 37.00% | ||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | $ (797,290) | (661,901) | |||||||||
Direct operating expenses | (709,240) | (574,266) | |||||||||
Depreciation and amortization | (88,050) | (87,635) | |||||||||
Ticketing [Member] | Scenario, Plan [Member] | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | 1,346,510 | 1,166,029 | |||||||||
Direct operating expenses | 460,881 | 382,690 | |||||||||
Depreciation and amortization | 112,727 | 98,290 | |||||||||
Operating Segments [Member] | Ticketing [Member] | |||||||||||
Income Statement [Abstract] | |||||||||||
Revenue | 2,143,800 | 1,827,930 | 1,639,564 | ||||||||
Direct operating expenses | 1,170,121 | 956,956 | 808,697 | ||||||||
Depreciation and amortization | $ 200,777 | $ 185,925 | $ 184,129 |
LONG-LIVED ASSETS (Definite-liv
LONG-LIVED ASSETS (Definite-lived Intangibles) (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Gross carrying amount - Beginning of period | $ 1,433,830 | $ 1,442,901 | ||
Accumulated amortization - Beginning of period | (621,799) | (665,138) | ||
Net - Beginning of period | 812,031 | 777,763 | ||
Gross carrying amount - Acquisitions - current year | 61,057 | 220,205 | ||
Gross carrying amount - Acquisitions - prior year | 29,860 | 18,478 | ||
Gross carrying amount - Dispositions | (3,524) | |||
Gross carrying amount - Foreign exchange | 42,329 | (40,292) | ||
Gross carrying amount - Other | [1] | (111,036) | (203,938) | |
Gross carrying amount - Net Change | 22,210 | (9,071) | ||
Accumulated amortization - Amortization | (202,566) | (178,130) | $ (174,000) | |
Accumulated amortization - Dispositions | 621 | |||
Accumulated amortization - Foreign exchange | (18,165) | 16,411 | ||
Accumulated amortization - Other | [1] | 115,755 | 204,437 | |
Accumulated amortization - Net Change | (104,976) | 43,339 | ||
Gross carrying amount - End of period | 1,456,040 | 1,433,830 | 1,442,901 | |
Accumulated amortization - End of period | (726,775) | (621,799) | (665,138) | |
Net - End of period | $ 729,265 | $ 812,031 | 777,763 | |
Weighted-average lives of definite-lived intangible assets | 6 years | 8 years | ||
Estimate of amortization expense for each of the five succeeding fiscal years [Abstract] | ||||
2,018 | $ 179,251 | |||
2,019 | 151,852 | |||
2,020 | 118,439 | |||
2,021 | 81,950 | |||
2,022 | 63,920 | |||
Revenue-generating contracts [Member] | ||||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Gross carrying amount - Beginning of period | 760,398 | $ 700,795 | ||
Accumulated amortization - Beginning of period | (316,800) | (313,743) | ||
Net - Beginning of period | 443,598 | 387,052 | ||
Gross carrying amount - Acquisitions - current year | 19,095 | 136,029 | ||
Gross carrying amount - Acquisitions - prior year | (6,724) | 11,404 | ||
Gross carrying amount - Dispositions | 0 | |||
Gross carrying amount - Foreign exchange | 23,308 | (25,360) | ||
Gross carrying amount - Other | [1] | (6,714) | (62,470) | |
Gross carrying amount - Net Change | 28,965 | 59,603 | ||
Accumulated amortization - Amortization | (94,797) | (76,484) | ||
Accumulated amortization - Dispositions | 0 | |||
Accumulated amortization - Foreign exchange | (9,918) | 10,555 | ||
Accumulated amortization - Other | [1] | 11,504 | 62,872 | |
Accumulated amortization - Net Change | (93,211) | (3,057) | ||
Gross carrying amount - End of period | 789,363 | 760,398 | 700,795 | |
Accumulated amortization - End of period | (410,011) | (316,800) | (313,743) | |
Net - End of period | $ 379,352 | $ 443,598 | 387,052 | |
Weighted-average lives of definite-lived intangible assets | 7 years | 8 years | ||
Client/vendor relationships [Member] | ||||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Gross carrying amount - Beginning of period | $ 402,009 | $ 379,282 | ||
Accumulated amortization - Beginning of period | (213,785) | (169,620) | ||
Net - Beginning of period | 188,224 | 209,662 | ||
Gross carrying amount - Acquisitions - current year | 22,635 | 42,861 | ||
Gross carrying amount - Acquisitions - prior year | 0 | 782 | ||
Gross carrying amount - Dispositions | (2,299) | |||
Gross carrying amount - Foreign exchange | 10,457 | (4,528) | ||
Gross carrying amount - Other | [1] | (93,652) | (14,089) | |
Gross carrying amount - Net Change | (60,560) | 22,727 | ||
Accumulated amortization - Amortization | (61,550) | (60,815) | ||
Accumulated amortization - Dispositions | 599 | |||
Accumulated amortization - Foreign exchange | (4,460) | 1,962 | ||
Accumulated amortization - Other | [1] | 93,438 | 14,089 | |
Accumulated amortization - Net Change | 27,428 | (44,165) | ||
Gross carrying amount - End of period | 341,449 | 402,009 | 379,282 | |
Accumulated amortization - End of period | (186,357) | (213,785) | (169,620) | |
Net - End of period | $ 155,092 | $ 188,224 | 209,662 | |
Weighted-average lives of definite-lived intangible assets | 6 years | 6 years | ||
Trademarks and naming rights [Member] | ||||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Gross carrying amount - Beginning of period | $ 94,338 | $ 86,556 | ||
Accumulated amortization - Beginning of period | (23,724) | (14,578) | ||
Net - Beginning of period | 70,614 | 71,978 | ||
Gross carrying amount - Acquisitions - current year | 0 | 5,100 | ||
Gross carrying amount - Acquisitions - prior year | 35,464 | 3,618 | ||
Gross carrying amount - Dispositions | 0 | |||
Gross carrying amount - Foreign exchange | 1,429 | (930) | ||
Gross carrying amount - Other | [1] | (4,900) | (6) | |
Gross carrying amount - Net Change | 31,993 | 7,782 | ||
Accumulated amortization - Amortization | (13,315) | (9,623) | ||
Accumulated amortization - Dispositions | 0 | |||
Accumulated amortization - Foreign exchange | (560) | 477 | ||
Accumulated amortization - Other | [1] | 4,918 | 0 | |
Accumulated amortization - Net Change | (8,957) | (9,146) | ||
Gross carrying amount - End of period | 126,331 | 94,338 | 86,556 | |
Accumulated amortization - End of period | (32,681) | (23,724) | (14,578) | |
Net - End of period | 93,650 | $ 70,614 | 71,978 | |
Weighted-average lives of definite-lived intangible assets | 10 years | |||
Technology [Member] | ||||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Gross carrying amount - Beginning of period | 53,078 | $ 30,265 | ||
Accumulated amortization - Beginning of period | (13,637) | (8,602) | ||
Net - Beginning of period | 39,441 | 21,663 | ||
Gross carrying amount - Acquisitions - current year | 12,707 | 24,804 | ||
Gross carrying amount - Acquisitions - prior year | 1,120 | 0 | ||
Gross carrying amount - Dispositions | 0 | |||
Gross carrying amount - Foreign exchange | 2,278 | (1,364) | ||
Gross carrying amount - Other | [1] | (5,517) | (627) | |
Gross carrying amount - Net Change | 10,588 | 22,813 | ||
Accumulated amortization - Amortization | (13,869) | (6,153) | ||
Accumulated amortization - Dispositions | 0 | |||
Accumulated amortization - Foreign exchange | (764) | 491 | ||
Accumulated amortization - Other | [1] | 5,525 | 627 | |
Accumulated amortization - Net Change | (9,108) | (5,035) | ||
Gross carrying amount - End of period | 63,666 | 53,078 | 30,265 | |
Accumulated amortization - End of period | (22,745) | (13,637) | (8,602) | |
Net - End of period | $ 40,921 | $ 39,441 | 21,663 | |
Weighted-average lives of definite-lived intangible assets | 3 years | 5 years | ||
Noncompete Agreements [Member] | ||||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Net - Beginning of period | $ 43,900 | |||
Net - End of period | 31,600 | $ 43,900 | ||
Venue management and leaseholds [Member] | ||||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Net - Beginning of period | 24,300 | |||
Net - End of period | 27,200 | 24,300 | ||
Other Intangible Assets [Member] | ||||
Finite-lived Intangibles Asset [Roll Forward] | ||||
Gross carrying amount - Beginning of period | 124,007 | 246,003 | ||
Accumulated amortization - Beginning of period | (53,853) | (158,595) | ||
Net - Beginning of period | 70,154 | 87,408 | ||
Gross carrying amount - Acquisitions - current year | 6,620 | 11,411 | ||
Gross carrying amount - Acquisitions - prior year | 0 | 2,674 | ||
Gross carrying amount - Dispositions | (1,225) | |||
Gross carrying amount - Foreign exchange | 4,857 | (8,110) | ||
Gross carrying amount - Other | (253) | (126,746) | ||
Gross carrying amount - Net Change | 11,224 | (121,996) | ||
Accumulated amortization - Amortization | (19,035) | (25,055) | ||
Accumulated amortization - Dispositions | 22 | |||
Accumulated amortization - Foreign exchange | (2,463) | 2,926 | ||
Accumulated amortization - Other | 370 | 126,849 | ||
Accumulated amortization - Net Change | (21,128) | 104,742 | ||
Gross carrying amount - End of period | 135,231 | 124,007 | 246,003 | |
Accumulated amortization - End of period | (74,981) | (53,853) | (158,595) | |
Net - End of period | $ 60,250 | $ 70,154 | $ 87,408 | |
Weighted-average lives of definite-lived intangible assets | 9 years | 5 years | ||
[1] | Other includes netdowns of fully amortized or impaired assets. |
LONG-LIVED ASSETS (Indefinite-l
LONG-LIVED ASSETS (Indefinite-lived Intangibles) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 369,023 | $ 368,766 |
Trade Names [Member] | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 369,023 | $ 368,766 |
LONG-LIVED ASSETS (Goodwill Ass
LONG-LIVED ASSETS (Goodwill Assessment) (Details) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($)reporting_unit | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Goodwill [Line Items] | ||||
Number of reporting units | 7 | |||
Goodwill impairment | $ | $ 20,000,000 | $ 20,000,000 | $ 0 | $ 0 |
Qualitative Review [Member] | ||||
Goodwill [Line Items] | ||||
Number of reporting units | 5 | |||
Reporting unit percentage of goodwill | 80.00% | |||
Qualitative Review & Quantitative Analysis [Member] | ||||
Goodwill [Line Items] | ||||
Number of reporting units | 2 | |||
Reporting unit percentage of goodwill | 20.00% |
LONG-LIVED ASSETS (Goodwill) (D
LONG-LIVED ASSETS (Goodwill) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Changes in carrying amount of goodwill [Roll Forward] | ||||
Gross Goodwill - Beginning of period | $ 2,151,951,000 | $ 2,009,178,000 | ||
Accumulated impairment losses - Beginning of period | (404,863,000) | (404,863,000) | ||
Net Goodwill - Beginning of period | 1,747,088,000 | 1,604,315,000 | ||
Acquisitions—current year | 26,842,000 | 177,999,000 | ||
Acquisitions—prior year | (30,554,000) | (263,000) | ||
Dispositions | (323,000) | |||
Goodwill Impairment | $ (20,000,000) | (20,000,000) | 0 | $ 0 |
Foreign exchange | (31,213,000) | 34,640,000 | ||
Gross Goodwill - End of period | 2,179,452,000 | 2,179,452,000 | 2,151,951,000 | 2,009,178,000 |
Accumulated impairment losses - End of period | (424,863,000) | (424,863,000) | (404,863,000) | (404,863,000) |
Net Goodwill - End of period | 1,754,589,000 | 1,754,589,000 | 1,747,088,000 | 1,604,315,000 |
Concerts [Member] | ||||
Changes in carrying amount of goodwill [Roll Forward] | ||||
Gross Goodwill - Beginning of period | 1,017,020,000 | 943,272,000 | ||
Accumulated impairment losses - Beginning of period | (404,863,000) | (404,863,000) | ||
Net Goodwill - Beginning of period | 612,157,000 | 538,409,000 | ||
Acquisitions—current year | 10,265,000 | 123,952,000 | ||
Acquisitions—prior year | (21,614,000) | (18,457,000) | ||
Dispositions | (323,000) | |||
Goodwill Impairment | (20,000,000) | |||
Foreign exchange | (10,242,000) | 31,424,000 | ||
Gross Goodwill - End of period | 1,015,913,000 | 1,015,913,000 | 1,017,020,000 | 943,272,000 |
Accumulated impairment losses - End of period | (424,863,000) | (424,863,000) | (404,863,000) | (404,863,000) |
Net Goodwill - End of period | 591,050,000 | 591,050,000 | 612,157,000 | 538,409,000 |
Sponsorship & Advertising [Member] | ||||
Changes in carrying amount of goodwill [Roll Forward] | ||||
Gross Goodwill - Beginning of period | 395,826,000 | 332,081,000 | ||
Accumulated impairment losses - Beginning of period | 0 | 0 | ||
Net Goodwill - Beginning of period | 395,826,000 | 332,081,000 | ||
Acquisitions—current year | 5,438,000 | 45,376,000 | ||
Acquisitions—prior year | (9,822,000) | 18,302,000 | ||
Dispositions | 0 | |||
Goodwill Impairment | 0 | |||
Foreign exchange | (10,311,000) | (67,000) | ||
Gross Goodwill - End of period | 401,753,000 | 401,753,000 | 395,826,000 | 332,081,000 |
Accumulated impairment losses - End of period | 0 | 0 | 0 | 0 |
Net Goodwill - End of period | 401,753,000 | 401,753,000 | 395,826,000 | 332,081,000 |
Ticketing [Member] | ||||
Changes in carrying amount of goodwill [Roll Forward] | ||||
Gross Goodwill - Beginning of period | 739,105,000 | 733,825,000 | ||
Accumulated impairment losses - Beginning of period | 0 | 0 | ||
Net Goodwill - Beginning of period | 739,105,000 | 733,825,000 | ||
Acquisitions—current year | 11,139,000 | 8,671,000 | ||
Acquisitions—prior year | 882,000 | (108,000) | ||
Dispositions | 0 | |||
Goodwill Impairment | 0 | |||
Foreign exchange | (10,660,000) | 3,283,000 | ||
Gross Goodwill - End of period | 761,786,000 | 761,786,000 | 739,105,000 | 733,825,000 |
Accumulated impairment losses - End of period | 0 | 0 | 0 | 0 |
Net Goodwill - End of period | $ 761,786,000 | $ 761,786,000 | $ 739,105,000 | $ 733,825,000 |
LONG-LIVED ASSETS (Investments
LONG-LIVED ASSETS (Investments in nonconsolidated affiliates) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summarized balance sheet | ||||
Current assets | $ 125,883 | $ 58,099 | ||
Noncurrent assets | 117,890 | 14,854 | ||
Current liabilities | 133,586 | 39,207 | ||
Noncurrent Liabilities | 15,531 | 0 | ||
Noncontrolling interests | 476 | 355 | ||
Summarized income statement | ||||
Revenue | 83,363 | 57,620 | $ 59,770 | |
Operating income | 23,691 | 24,673 | 27,443 | |
Net income | 18,048 | 18,652 | 20,481 | |
Net income attributable to the common stockholders of the equity investees | $ 17,927 | 18,670 | $ 20,400 | |
Impairment charge, investments in nonconsolidated affiliates | $ 15,100 | $ 16,455 | ||
Venta de Boletos por Computadora S.A. de C.V. [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ||||
Ownership percentage | 33.00% |
LONG-TERM DEBT (Schedule of Lon
LONG-TERM DEBT (Schedule of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total principal amount | $ 2,337,992 | $ 2,364,585 |
Less unamortized discounts and debt issuance costs | (38,033) | (51,532) |
Total long-term debt, net of unamortized discounts and debt issuance costs | 2,299,959 | 2,313,053 |
Less: current portion | 347,593 | 53,317 |
Total long-term debt, net | 1,952,366 | 2,259,736 |
Senior Secured Credit Facility Term loan A [Member] | ||
Debt Instrument [Line Items] | ||
Total principal amount | 175,750 | 187,625 |
Senior Secured Credit Facility Term loan B [Member] | ||
Debt Instrument [Line Items] | ||
Total principal amount | 962,849 | 972,563 |
4.875% Senior Notes Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Total principal amount | 575,000 | 575,000 |
5.375% Senior Notes due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total principal amount | 250,000 | 250,000 |
2.5% Convertible Senior Notes Due 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Total principal amount | 275,000 | 275,000 |
Other Long Term Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total principal amount | $ 99,393 | $ 104,397 |
LONG-TERM DEBT (Future Maturiti
LONG-TERM DEBT (Future Maturities of Long-Term Debt) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Maturities of Long-term Debt [Abstract] | ||
2,018 | $ 353,738 | |
2,019 | 42,240 | |
2,020 | 71,621 | |
2,021 | 114,546 | |
2,022 | 260,013 | |
Thereafter | 1,495,834 | |
Total | $ 2,337,992 | $ 2,364,585 |
LONG-TERM DEBT (Senior Secured
LONG-TERM DEBT (Senior Secured Credit Facility) (Details) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Senior Secured Credit Facility Term loan A [Member] | |
Debt Instrument [Line Items] | |
Face amount | $ 190,000,000 |
Senior Secured Credit Facility Term loan A [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Quarterly payments | 4,800,000 |
Senior Secured Credit Facility Term loan A [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Quarterly payments | 28,500,000 |
Senior Secured Credit Facility Term loan B [Member] | |
Debt Instrument [Line Items] | |
Face amount | 970,000,000 |
Quarterly payments | $ 2,400,000 |
Senior Secured Credit Facility Term loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Senior Secured Credit Facility Term loan B [Member] | Base Rate [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
Senior Secured Credit Facility Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 365,000,000 |
Outstanding letters of credit | 83,800,000 |
Current borrowing capacity available | $ 281,200,000 |
Senior Secured Credit Facility Revolving Credit Facility [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Line of credit facility, unused capacity, commitment fee percentage | 0.50% |
Senior Secured Credit Facility Revolving Credit Facility [Member] | Letter of Credit [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 150,000,000 |
Senior Secured Credit Facility Revolving Credit Facility [Member] | Swingline Loans [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 50,000,000 |
Senior Secured Credit Facility Revolving Credit Facility [Member] | Euro and British Pound Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 200,000,000 |
Senior Secured Credit Facility Revolving Credit Facility [Member] | Other Foreign Line of Credit [Member] | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 50,000,000 |
Senior Secured Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Secured indebtedness leverage ratio, maximum | 3.25 |
Percentage of capital stock of foreign wholly owned (first-tier) subsidiaries | 65.00% |
Senior Secured Credit Facility [Member] | Minimum [Member] | |
Debt Instrument [Line Items] | |
Additional borrowing capacity available | $ 625,000,000 |
Senior Secured Credit Facility Revolving Credit Facility & Term loan A [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 2.25% |
Senior Secured Credit Facility Revolving Credit Facility & Term loan A [Member] | Base Rate [Member] | Maximum [Member] | |
Debt Instrument [Line Items] | |
Basis spread on variable rate | 1.25% |
LONG-TERM DEBT (4.875% Senior N
LONG-TERM DEBT (4.875% Senior Notes) (Details) - 4.875% Senior Notes Due 2024 [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Oct. 31, 2016 | |
Debt Instrument [Line Items] | ||
Face amount | $ 575,000,000 | $ 575,000,000 |
Interest rate, stated percentage | 4.875% | 4.875% |
Prior to November 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 100.00% | |
Redemption, Equity Offering [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 104.875% | |
Percentage of notes which may be redeemed | 35.00% | |
After November 1, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 103.656% | |
Redemption, Defined Changes of Control [Member] | ||
Debt Instrument [Line Items] | ||
Redemption price, percentage | 101.00% |
LONG-TERM DEBT (5.375% Senior N
LONG-TERM DEBT (5.375% Senior Notes) (Details) - 5.375% Senior Notes due 2022 [Member] | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Debt Instrument [Line Items] | |
Face amount | $ 250,000,000 |
Interest rate, stated percentage | 5.375% |
Redemption price, percentage | 104.0313% |
Redemption, Defined Changes of Control [Member] | |
Debt Instrument [Line Items] | |
Redemption price, percentage | 101.00% |
LONG-TERM DEBT (2.5% Convertibl
LONG-TERM DEBT (2.5% Convertible Senior Notes) (Details) - 2.5% Convertible Senior Notes Due 2019 [Member] $ / shares in Units, shares in Millions | 12 Months Ended | |||
Dec. 31, 2017USD ($)shares | Dec. 31, 2016 | Dec. 31, 2015 | May 19, 2014$ / shares | |
Debt Instrument [Line Items] | ||||
Face amount | $ 275,000,000 | |||
Interest rate, stated percentage | 2.50% | 2.50% | 2.50% | |
Conversion ratio | 0.0288363 | |||
Conversion premium | 52.50% | |||
Last reported sale price used to calculate conversion premium | $ / shares | $ 22.74 | |||
Maximum number of shares issuable upon conversion | shares | 7.9 | |||
Carrying amount of equity component | $ 22,000,000 | |||
Debt discount amortization period | 1 year | |||
Effective interest rate | 5.00% | |||
Redemption, Defined Changes of Control [Member] | ||||
Debt Instrument [Line Items] | ||||
Redemption price, percentage | 100.00% |
LONG-TERM DEBT (Schedule of Deb
LONG-TERM DEBT (Schedule of Debt Interest Expense) (Details) - 2.5% Convertible Senior Notes Due 2019 [Member] - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||
Interest rate, stated percentage | 2.50% | 2.50% | 2.50% |
Contractual interest coupon | $ 6,875 | $ 6,875 | $ 6,856 |
Amortization of debt discount | 5,080 | 4,833 | 4,599 |
Amortization of debt issuance costs | 1,358 | 1,358 | 1,355 |
Total interest cost recognized on the notes | $ 13,313 | $ 13,066 | $ 12,810 |
LONG-TERM DEBT (Other Long-term
LONG-TERM DEBT (Other Long-term Debt) (Details) - Other Long Term Debt [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($)note | |
Debt Instrument [Line Items] | |
Capital lease obligations | $ 14.2 |
Number of notes payable | note | 34 |
Debt, Weighted Average Interest Rate | 4.30% |
Notes payable maturity period, maximum | 4 years |
Noncontrolling Interest Partners [Member] | |
Debt Instrument [Line Items] | |
Notes payable and other long-term debt | $ 44 |
Subsidiaries [Member] | |
Debt Instrument [Line Items] | |
Notes payable and other long-term debt | $ 17.8 |
LONG-TERM DEBT (Debt Extinguish
LONG-TERM DEBT (Debt Extinguishment) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Oct. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | |||||
Cash available for general corporate purposes | $ 256,900,000 | ||||
Loss on Extinguishment of Debt | $ (14,049,000) | $ (1,048,000) | $ (14,049,000) | $ 0 | |
4.875% Senior Notes Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Face amount | $ 575,000,000 | $ 575,000,000 | |||
Interest rate, stated percentage | 4.875% | 4.875% | |||
7% Senior Notes Due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest rate, stated percentage | 7.00% | ||||
Extinguishment of debt | $ 425,000,000 | ||||
Redemption Premium Payment, Extinguishment of Debt | 14,900,000 | ||||
Senior Secured Credit Facility [Member] | 4.875% Senior Notes Due 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Proceeds from Issuance of Debt | 858,500,000 | ||||
Old Senior Secured Credit Facility Term Loans A and B [Member] | |||||
Debt Instrument [Line Items] | |||||
Extinguishment of debt | 123,300,000 | ||||
Old Senior Secured Credit Facility Term Loans A and B [Member] | 7% Senior Notes Due 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment of Accrued Interest and Fees | $ 38,400,000 |
LONG-TERM DEBT (Debt Covenants)
LONG-TERM DEBT (Debt Covenants) (Details) | 12 Months Ended | |
Dec. 31, 2017covenantquarter | Oct. 31, 2016 | |
Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Number of consecutive quarters | quarter | 4 | |
4.875% Senior Notes Due 2024 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 4.875% | 4.875% |
5.375% Senior Notes due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate, stated percentage | 5.375% | |
4.875% Senior Notes & 5.375% Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Number of covenants | covenant | 2 | |
Fixed charge coverage ratio, minimum | 2 | |
Secured indebtedness leverage ratio, maximum | 3.50 | |
Through September 30, 2018 [Member] | Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of consolidated total funded debt to consolidated EBITDA | 5.25 | |
December 31, 2018 [Member] | Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of consolidated total funded debt to consolidated EBITDA | 5 | |
December 31, 2019 [Member] | Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of consolidated total funded debt to consolidated EBITDA | 4.75 | |
December 31, 2020 [Member] | Senior Secured Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Ratio of consolidated total funded debt to consolidated EBITDA | 4.50 |
DERIVATIVE INSTRUMENTS Derivati
DERIVATIVE INSTRUMENTS Derivative Instruments (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | ||
Derivative Instrument [Line Items] | ||
Notional amounts | $ 72.4 | $ 173.8 |
FAIR VALUE MEASUREMENTS (Assets
FAIR VALUE MEASUREMENTS (Assets and Liabilities Measured on Recurring Basis) (Details) - Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Cash equivalents | $ 58,063 | $ 55,081 |
Forward currency contracts | 114 | 2,957 |
Total | 58,177 | 58,038 |
Liabilities: | ||
Forward currency contracts | 1,276 | 363 |
Put option | 5,768 | 5,147 |
Contingent consideration | 70,039 | 44,195 |
Total | 77,083 | 49,705 |
Level 1 [Member] | ||
Assets: | ||
Cash equivalents | 58,063 | 55,081 |
Forward currency contracts | 0 | 0 |
Total | 58,063 | 55,081 |
Liabilities: | ||
Forward currency contracts | 0 | 0 |
Put option | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 0 | 0 |
Level 2 [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Forward currency contracts | 114 | 2,957 |
Total | 114 | 2,957 |
Liabilities: | ||
Forward currency contracts | 1,276 | 363 |
Put option | 0 | 0 |
Contingent consideration | 0 | 0 |
Total | 1,276 | 363 |
Level 3 [Member] | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Forward currency contracts | 0 | 0 |
Total | 0 | 0 |
Liabilities: | ||
Forward currency contracts | 0 | 0 |
Put option | 5,768 | 5,147 |
Contingent consideration | 70,039 | 44,195 |
Total | $ 75,807 | $ 49,342 |
FAIR VALUE MEASUREMENTS Fair Va
FAIR VALUE MEASUREMENTS Fair Value Measurements (Narrative) (Details) $ in Millions | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 31, 2016 | Dec. 31, 2015 |
Debt Fair Value [Line Items] | ||||
Put option specific events trigger put option certain to occur | 1 | |||
5.375% Senior Notes due 2022 [Member] | ||||
Debt Fair Value [Line Items] | ||||
Interest rate, stated percentage | 5.375% | |||
4.875% Senior Notes Due 2024 [Member] | ||||
Debt Fair Value [Line Items] | ||||
Interest rate, stated percentage | 4.875% | 4.875% | ||
2.5% Convertible Senior Notes Due 2019 [Member] | ||||
Debt Fair Value [Line Items] | ||||
Interest rate, stated percentage | 2.50% | 2.50% | 2.50% | |
Fixed Rate Debt With Noncontrolling Interest Partner [Member] | ||||
Estimate of fair value not practicable [Abstract] | ||||
Face amount of debt | $ 44 | $ 35.7 | ||
Level 3 [Member] | ||||
Debt Fair Value [Line Items] | ||||
Third party put option to sell its noncontrolling interest | 1 | |||
Level 2 [Member] | 5.375% Senior Notes due 2022 [Member] | ||||
Debt Fair Value [Line Items] | ||||
Interest rate, stated percentage | 5.375% | 5.375% | ||
Estimated fair values of senior notes | $ 259.2 | $ 259.7 | ||
Level 2 [Member] | 4.875% Senior Notes Due 2024 [Member] | ||||
Debt Fair Value [Line Items] | ||||
Interest rate, stated percentage | 4.875% | 4.875% | ||
Estimated fair values of senior notes | $ 592.3 | $ 578.5 | ||
Level 2 [Member] | 2.5% Convertible Senior Notes Due 2019 [Member] | ||||
Debt Fair Value [Line Items] | ||||
Interest rate, stated percentage | 2.50% | 2.50% | ||
Estimated fair values of convertible senior notes | $ 310.6 | $ 294.6 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value of Assets Measured on Non-recurring Basis) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Goodwill impairment | $ 20,000,000 | $ 20,000,000 | $ 0 | $ 0 | |
Impairment charge, investments in nonconsolidated affiliates | $ 15,100,000 | 16,455,000 | |||
Gain on consolidation of nonconsolidated affiliates | $ 9,100,000 | ||||
Fair Value, Measurements, Nonrecurring [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Goodwill, Fair Value Disclosure | 30,832,000 | 30,832,000 | |||
Investments in nonconsolidated affiliates | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Level 1 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Goodwill, Fair Value Disclosure | 0 | 0 | |||
Investments in nonconsolidated affiliates | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Level 2 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Goodwill, Fair Value Disclosure | 0 | 0 | |||
Investments in nonconsolidated affiliates | 0 | ||||
Fair Value, Measurements, Nonrecurring [Member] | Level 3 [Member] | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Goodwill, Fair Value Disclosure | $ 30,832,000 | $ 30,832,000 | |||
Investments in nonconsolidated affiliates | $ 0 |
COMMITMENTS AND CONTINGENT LI61
COMMITMENTS AND CONTINGENT LIABILITIES (Leases, Contracts, Capital Expenditures) (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Non-cancelable Operating Leases [Abstract] | |
2,018 | $ 175,863 |
2,019 | 170,751 |
2,020 | 156,278 |
2,021 | 126,317 |
2,022 | 115,849 |
Thereafter | 1,423,288 |
Total | 2,168,346 |
Non-cancelable Contracts [Abstract] | |
2,018 | 897,266 |
2,019 | 235,324 |
2,020 | 76,546 |
2,021 | 39,076 |
2,022 | 27,204 |
Thereafter | 96,985 |
Total | 1,372,401 |
Capital Expenditures [Abstract] | |
2,018 | 16,499 |
2,019 | 3,889 |
2,020 | 3,764 |
2,021 | 4,181 |
2,022 | 872 |
Thereafter | 30,933 |
Total | $ 60,138 |
COMMITMENTS AND CONTINGENT LI62
COMMITMENTS AND CONTINGENT LIABILITIES (Commitment Obligations) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments [Member] | |||
Guarantor Obligations [Line Items] | |||
Commitment amount, inflation factor for North America | 1.80% | ||
Commitment amount, inflation factor for United Kingdom | 2.90% | ||
commitment amount, inflation factor for Denmark | 1.70% | ||
Commitment amount, inflation factor for the Netherlands | 1.60% | ||
Minimum rentals to be received in future years under non-cancelable subleases | $ 47.7 | ||
Rent expense | 220.1 | $ 196 | $ 159.5 |
Rent expense, contingent rentals | 48.3 | 49 | $ 43.7 |
Property Lease Guarantee [Member] | |||
Guarantor Obligations [Line Items] | |||
Guarantor obligations, maximum exposure, undiscounted | 15.3 | ||
Guarantor obligations, scheduled future minimum rentals per year, for the next five years | 1.6 | ||
Guarantee of Indebtedness of Others [Member] | |||
Guarantor Obligations [Line Items] | |||
Guarantor obligations, balance | $ 18.3 | $ 18 |
COMMITMENTS AND CONTINGENT LI63
COMMITMENTS AND CONTINGENT LIABILITIES (Business Acquisitions) (Details) - USD ($) $ in Millions | Dec. 31, 2017 | Dec. 31, 2016 |
Other Current Liabilities [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Amount accrued in other liabilities, deferred purchase consideration | $ 109.6 | $ 18.1 |
Other Noncurrent Liabilities [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Amount accrued in other liabilities, deferred purchase consideration | 6.1 | 7.2 |
Earn Out Arrangements [Member] | Other Current Liabilities [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Amount accrued in other liabilities, contingent consideration | 34.2 | 5.2 |
Earn Out Arrangements [Member] | Other Noncurrent Liabilities [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Amount accrued in other liabilities, contingent consideration | $ 35.8 | $ 39 |
COMMITMENTS AND CONTINGENT LI64
COMMITMENTS AND CONTINGENT LIABILITIES (Loss Contingencies) (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2017 | |
Loss Contingencies [Line Items] | ||
Accrual for costs of litigation settlement | $ 110 | |
Songkick Litigation [Member] | Settled Litigation [Member] | ||
Loss Contingencies [Line Items] | ||
Accrual for costs of litigation settlement | $ 110 |
CERTAIN RELATIONSHIPS AND REL65
CERTAIN RELATIONSHIPS AND RELATED-PARTY TRANSACTIONS Certain Relationships and Related-Party Transactions (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($)director | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||
Related-party revenue | $ 135,996 | $ 123,521 | $ 109,720 |
Related-party expenses | 14,176 | 8,996 | 8,668 |
Related-party acquisition related | 2,145 | ||
Related-party payable | $ 23,100 | 20,900 | |
Liberty Media [Member] | |||
Related Party Transaction [Line Items] | |||
Number of directors nominated by related party | director | 2 | ||
Equity Method Investee [Member] | |||
Related Party Transaction [Line Items] | |||
Related-party revenue | $ 2,800 | 2,000 | 2,000 |
Related-party expenses | $ 1,800 | $ 3,200 | $ 1,500 |
INCOME TAXES (Schedule of Incom
INCOME TAXES (Schedule of Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Components of the provision for income tax expense [Abstract] | |||
Current - Federal | $ (702) | $ 564 | $ 543 |
Current - Foreign | 50,970 | 29,902 | 23,811 |
Current - State | 4,117 | 5,454 | 7,379 |
Total current | 54,385 | 35,920 | 31,733 |
Deferred - Federal | (56,442) | 5,113 | (355) |
Deferred - Foreign | (15,841) | (11,703) | (8,278) |
Deferred - State | 744 | (1,301) | (978) |
Total deferred | (71,539) | (7,891) | (9,611) |
Income tax expense (benefit) | $ (17,154) | $ 28,029 | $ 22,122 |
INCOME TAXES (Narrative) (Detai
INCOME TAXES (Narrative) (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Examination [Line Items] | |||||
Domestic loss before income taxes | $ 132,600 | $ (1,100) | $ 21,400 | ||
Foreign income (loss) before taxes | $ 123,200 | 47,200 | 27,800 | ||
Federal Statutory Income Tax Rate, Percent | 35.00% | ||||
United States tax reform rate change | $ (55,685) | $ (55,685) | 0 | $ 0 | |
Net deferred tax liability acquired in business combinations | 9,000 | $ 15,900 | |||
Net operating loss carryforwards - United States federal | 123,100 | 123,100 | |||
Net operating loss carryforwards - state | 63,500 | 63,500 | |||
Net operating loss carryforwards - foreign | $ 279,400 | 279,400 | |||
One-time transition liability for foreign subsidiaries | $ 25,800 | ||||
Minimum [Member] | |||||
Income Tax Examination [Line Items] | |||||
Operating loss carryforwards, expiration date | Dec. 31, 2025 | ||||
Major tax jurisdictions [Member] | Minimum [Member] | |||||
Income Tax Examination [Line Items] | |||||
Tax years remain open to examination | 2,009 | ||||
Major tax jurisdictions [Member] | Maximum [Member] | |||||
Income Tax Examination [Line Items] | |||||
Tax years remain open to examination | 2,017 | ||||
Subsequent Event [Member] | |||||
Income Tax Examination [Line Items] | |||||
Federal Statutory Income Tax Rate, Percent | 21.00% |
INCOME TAXES (Schedule of Defer
INCOME TAXES (Schedule of Deferred Tax Assets and Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax liabilities: | ||
Intangible assets | $ 132,041 | $ 189,131 |
Prepaid expenses | 7,882 | 8,770 |
Long-term debt | 1,229 | 3,835 |
Other | 7,533 | 6,077 |
Total deferred tax liabilities | 148,685 | 207,813 |
Deferred tax assets: | ||
Accrued expenses | 68,168 | 45,839 |
Net operating loss carryforwards | 466,023 | 563,461 |
Foreign tax and other credit carryforwards | 62,136 | 59,977 |
Equity compensation | 20,549 | 32,452 |
Other | 2,725 | 0 |
Total gross deferred tax assets | 619,601 | 701,729 |
Valuation allowance | 596,437 | 681,566 |
Total deferred tax assets | 23,164 | 20,163 |
Net deferred tax liabilities | $ (125,521) | $ (187,650) |
INCOME TAXES (Reconciliation of
INCOME TAXES (Reconciliation of Income Tax from Statutory Rates to Income Tax Expense (Benefit)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
Income tax expense (benefit) at United States statutory rates | $ (3,283) | $ 16,914 | $ 2,223 | |
State income taxes, net of federal tax benefits | 1,544 | 3,264 | 3,959 | |
Differences between foreign and United States statutory rates | (10,887) | (11,116) | (5,356) | |
United States tax reform rate change | $ (55,685) | (55,685) | 0 | 0 |
Non-United States income inclusions and exclusions | 3,826 | (2,749) | 655 | |
United States income inclusions and exclusions | 11,347 | (1,317) | 2,095 | |
Nondeductible items | 11,380 | 3,210 | 4,736 | |
Tax contingencies | 1,955 | 2,390 | 2,063 | |
Tax expense from acquired goodwill | 4,489 | 5,936 | 4,483 | |
Change in valuation allowance | 18,067 | 11,820 | 7,116 | |
Other, net | 93 | (323) | 148 | |
Income tax expense (benefit) | $ (17,154) | $ 28,029 | $ 22,122 |
INCOME TAXES (Schedule of Unrec
INCOME TAXES (Schedule of Unrecognized Tax Benefits) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Balance at January 1 | $ 15,117 | $ 14,022 | $ 12,619 |
Increase for current year positions | 807 | 0 | 1,606 |
Increase for prior year positions | 15,498 | 1,978 | 274 |
Decrease for prior year positions | 0 | (3) | 0 |
Interest and penalties for prior years | 2,745 | 546 | 525 |
Expiration of applicable statute of limitations | (1,233) | 0 | 0 |
Settlements for prior year positions | (2,033) | (1,188) | (852) |
Foreign exchange | (271) | (238) | (150) |
Balance at December 31 | 30,630 | $ 15,117 | $ 14,022 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 16,800 | ||
Unrecognized Tax Benefits That Would Not Impact Effective Tax Rate | $ 13,800 |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) - shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Common stock issued | 3,500 | 1,400 | 1,600 | |
Shares available for future grants (in shares) | 25,800 | |||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock options currently granted | 14,239 | 16,283 | 16,309 | 16,999 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted and deferred stock awards | 1,607 | 1,080 | 861 | 1,171 |
Market Based Stock Award [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted and deferred stock awards | 2,500 | 0 |
EQUITY (Change in ownership int
EQUITY (Change in ownership interest) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)business | Dec. 31, 2015USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Net income (loss) attributable to common stockholders of Live Nation | $ (190,893) | $ 136,393 | $ 81,478 | $ (32,993) | $ (101,360) | $ 111,079 | $ 37,741 | $ (44,518) | $ (6,015) | $ 2,942 | $ (32,508) |
Changes in Live Nation’s additional paid-in capital for purchases of noncontrolling interests, net of transaction costs | (3,616) | (49,111) | (6,555) | ||||||||
Changes in Live Nation’s additional paid-in capital for sales of noncontrolling interests, net of transaction costs | 0 | 1,424 | 11,899 | ||||||||
Net transfers of noncontrolling interest | (3,616) | (47,687) | 5,344 | ||||||||
Change from net income (loss) attributable to common stockholders of Live Nation and net transfers of noncontrolling interests | $ (9,631) | $ (44,745) | $ (27,164) | ||||||||
Concerts [Member] | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of businesses acquired | business | 2 |
EQUITY (Redeemable Noncontrolli
EQUITY (Redeemable Noncontrolling Interests) (Details) - Put Option [Member] $ in Millions | Dec. 31, 2017USD ($) |
2018 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Estimate of redemption amounts of puts | $ 1.5 |
2019 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Estimate of redemption amounts of puts | 101.6 |
2020 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Estimate of redemption amounts of puts | 87.6 |
2021 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Estimate of redemption amounts of puts | 61.7 |
2022 [Member] | |
Option Indexed to Issuer's Equity [Line Items] | |
Estimate of redemption amounts of puts | $ 25.6 |
EQUITY (Accumulated Other Compr
EQUITY (Accumulated Other Comprehensive Income (Loss)) (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Number of settled instruments designated as cash flow hedges | 1 | ||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | $ (176,707) | $ (111,657) | $ (70,010) |
Other comprehensive income (loss) before reclassifications | 67,704 | (65,050) | (41,672) |
Amount reclassified from AOCI | 461 | 0 | 25 |
Net other comprehensive income (loss) | 68,165 | (65,050) | (41,647) |
Ending balance | (108,542) | (176,707) | (111,657) |
Foreign Currency Items [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (176,246) | (111,299) | (69,404) |
Other comprehensive income (loss) before reclassifications | 67,704 | (64,947) | (41,895) |
Amount reclassified from AOCI | 0 | 0 | 0 |
Net other comprehensive income (loss) | 67,704 | (64,947) | (41,895) |
Ending balance | (108,542) | (176,246) | (111,299) |
Accumulated Other Comprehensive (Income) Loss Other [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |||
Beginning balance | (461) | (358) | (606) |
Other comprehensive income (loss) before reclassifications | 0 | (103) | 223 |
Amount reclassified from AOCI | 461 | 0 | 25 |
Net other comprehensive income (loss) | 461 | (103) | 248 |
Ending balance | $ 0 | $ (461) | $ (358) |
EQUITY (Antidilutive Securities
EQUITY (Antidilutive Securities Excluded from Computation of Earnings per Share) (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | 26,275,527 | 25,293,199 | 25,099,367 |
Options to purchase shares of common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | 14,238,589 | 16,283,434 | 16,308,739 |
Restricted stock awards - unvested [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | 4,106,956 | 1,079,783 | 860,646 |
Conversion shares related to convertible senior notes [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding | 7,929,982 | 7,929,982 | 7,929,982 |
STOCK-BASED COMPENSATION (Summa
STOCK-BASED COMPENSATION (Summary of stock-based compensation expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 42,755 | $ 32,723 | $ 33,361 |
Total unrecognized compensation cost | $ 116,200 | ||
Amortization period of unrecognized compensation cost | 4 years 1 month | ||
Selling, general, and administrative expenses [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 24,364 | 15,687 | 16,380 |
Corporate expenses [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | 18,391 | $ 17,036 | $ 16,981 |
Other Equity Award [Member] | Selling, general, and administrative expenses [Member] | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Total stock-based compensation expense | $ 10,000 |
STOCK-BASED COMPENSATION (Fair
STOCK-BASED COMPENSATION (Fair value assumptions) (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Risk-free interest rate, minimum | 1.87% | 1.24% | 1.47% |
Risk-free interest rate, maximum | 2.27% | 1.49% | 1.75% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Volatility factors, minimum | 25.88% | 29.42% | 34.18% |
Volatility factors, maximum | 27.58% | 36.11% | 43.36% |
Weighted average expected life (in years) | 5 years 9 months 10 days | 5 years 9 months 4 days | 5 years 11 months 8 days |
STOCK-BASED COMPENSATION (Stock
STOCK-BASED COMPENSATION (Stock Options) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stock-based compensation, additional disclosures [Abstract] | |||
Intrinsic value of stock options exercised | $ 57,500 | $ 8,500 | $ 14,100 |
Exercise of stock options | 51,069 | 20,299 | 16,280 |
Cash received from exercise of stock options | $ 51,069 | $ 20,299 | $ 16,280 |
Shares available for future grants (in shares) | 25,800 | ||
Total intrinsic value, options outstanding | $ 606,100 | ||
Total intrinsic value, options exercisable | $ 506,800 | ||
Stock Options [Member] | |||
Summary of stock option activity [Roll Forward] | |||
Outstanding at beginning of period (in shares) | 16,283 | 16,309 | 16,999 |
Granted (in shares) | 1,164 | 1,103 | 1,667 |
Exercised (in shares) | (3,138) | (1,063) | (1,098) |
Forfeited or expired (in shares) | (70) | (66) | (1,259) |
Outstanding at end of period (in shares) | 14,239 | 16,283 | 16,309 |
Exercisable at end of period (in shares) | 11,906 | 12,628 | 11,177 |
Summary of stock option activity, additional disclosures [Abstract] | |||
Price, Outstanding at beginning of period (in dollars per share) | $ 13.55 | $ 13.54 | $ 13.78 |
Price, Granted (in dollars per share) | 33.48 | 19.53 | 25.32 |
Price, Exercised (in dollars per share) | 16.27 | 19.10 | 14.50 |
Price, Forfeited or expired (in dollars per share) | 24.05 | 22.39 | 31.58 |
Price, Outstanding at end of period (in dollars per share) | 14.52 | 13.55 | 13.54 |
Price, Exercisable at end of period (in dollars per share) | 12 | 12.01 | 11.54 |
Weighted average fair value per option granted (in dollars per share) | $ 10.18 | $ 6.98 | $ 9.93 |
Stock-based compensation, additional disclosures [Abstract] | |||
Expiration period | 10 years | ||
Stock Incentive Plan [Member] | |||
Stock-based compensation, additional disclosures [Abstract] | |||
Shares available for future grants (in shares) | 7,400 | ||
Minimum [Member] | Stock Options [Member] | |||
Stock-based compensation, additional disclosures [Abstract] | |||
Vesting period | 2 years | ||
Maximum [Member] | Stock Options [Member] | |||
Stock-based compensation, additional disclosures [Abstract] | |||
Vesting period | 5 years |
STOCK-BASED COMPENSATION (Exerc
STOCK-BASED COMPENSATION (Exercise price range) (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
$2.75-$4.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | $ 2.75 |
Upper range limit (in dollars per share) | $ 4.99 |
Outstanding (in shares) | shares | 1,713 |
Outstanding, weighted average remaining contractual life (in years) | 1 year 2 months |
Outstanding, weighted average exercise price (in dollars per share) | $ 2.82 |
Exercisable (in shares) | shares | 1,713 |
Exercisable, weighted average remaining contractual life (in years) | 1 year 2 months |
Exercisable, weighted average exercise price (in dollars per share) | $ 2.82 |
$5.00-$9.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 5 |
Upper range limit (in dollars per share) | $ 9.99 |
Outstanding (in shares) | shares | 4,455 |
Outstanding, weighted average remaining contractual life (in years) | 4 years 9 months |
Outstanding, weighted average exercise price (in dollars per share) | $ 8.81 |
Exercisable (in shares) | shares | 4,455 |
Exercisable, weighted average remaining contractual life (in years) | 4 years 9 months |
Exercisable, weighted average exercise price (in dollars per share) | $ 8.81 |
$10.00-$14.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 10 |
Upper range limit (in dollars per share) | $ 14.99 |
Outstanding (in shares) | shares | 2,540 |
Outstanding, weighted average remaining contractual life (in years) | 3 years 4 months |
Outstanding, weighted average exercise price (in dollars per share) | $ 11.34 |
Exercisable (in shares) | shares | 2,540 |
Exercisable, weighted average remaining contractual life (in years) | 3 years 4 months |
Exercisable, weighted average exercise price (in dollars per share) | $ 11.34 |
$15.00-$19.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 15 |
Upper range limit (in dollars per share) | $ 19.99 |
Outstanding (in shares) | shares | 1,269 |
Outstanding, weighted average remaining contractual life (in years) | 7 years |
Outstanding, weighted average exercise price (in dollars per share) | $ 19.04 |
Exercisable (in shares) | shares | 745 |
Exercisable, weighted average remaining contractual life (in years) | 6 years 2 months |
Exercisable, weighted average exercise price (in dollars per share) | $ 18.82 |
$20.00-$24.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 20 |
Upper range limit (in dollars per share) | $ 24.99 |
Outstanding (in shares) | shares | 1,842 |
Outstanding, weighted average remaining contractual life (in years) | 6 years 2 months |
Outstanding, weighted average exercise price (in dollars per share) | $ 21.15 |
Exercisable (in shares) | shares | 1,467 |
Exercisable, weighted average remaining contractual life (in years) | 6 years 1 month |
Exercisable, weighted average exercise price (in dollars per share) | $ 21.15 |
$25.00-$29.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Lower range limit (in dollars per share) | 25 |
Upper range limit (in dollars per share) | $ 29.99 |
Outstanding (in shares) | shares | 2,061 |
Outstanding, weighted average remaining contractual life (in years) | 7 years 11 months |
Outstanding, weighted average exercise price (in dollars per share) | $ 26.77 |
Exercisable (in shares) | shares | 986 |
Exercisable, weighted average remaining contractual life (in years) | 7 years 1 month |
Exercisable, weighted average exercise price (in dollars per share) | $ 25.35 |
$30.00 - $44.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Outstanding (in shares) | shares | 359 |
Outstanding, weighted average remaining contractual life (in years) | 9 years 11 months |
Outstanding, weighted average exercise price (in dollars per share) | $ 43.50 |
Exercisable (in shares) | shares | 0 |
Exercisable, weighted average remaining contractual life (in years) | 0 years |
Exercisable, weighted average exercise price (in dollars per share) | $ 0 |
STOCK-BASED COMPENSATION (Restr
STOCK-BASED COMPENSATION (Restricted Stock Narrative) (Details) - USD ($) shares in Thousands, $ in Millions | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total fair market value of the shares issued upon vesting | $ 11.5 | $ 10.5 | $ 11.2 | |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted shares granted | 1,132 | 751 | 456 | |
Shares that will begin to vest on achieving minimum performance targets (in shares) | 1,607 | 1,080 | 861 | 1,171 |
Restricted Stock [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Restricted Stock [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Non-Market Based or Performance Based Restricted Stock Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Restricted shares granted | 900 | 400 | 300 | |
Non-Market Based or Performance Based Restricted Stock Awards [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | 1 year | 1 year | |
Non-Market Based or Performance Based Restricted Stock Awards [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | 4 years | 4 years | |
Restricted Stock Performance Based Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years | 2 years | ||
Restricted shares granted | 200 | 400 | 200 | |
Shares that will begin to vest on achieving minimum performance targets (in shares) | 200 | |||
Restricted Stock Performance Based Awards [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 1 year | |||
Restricted Stock Performance Based Awards [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 2 years |
STOCK-BASED COMPENSATION (Res81
STOCK-BASED COMPENSATION (Restricted Stock Awards) (Details) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of restricted stock [Roll Forward] | |||
Unvested at beginning of period (in shares) | 1,080 | 861 | 1,171 |
Granted (in shares) | 1,132 | 751 | 456 |
Forfeited (in shares) | (82) | (50) | (6) |
Vested (in shares) | (523) | (482) | (760) |
Unvested at end of period (in shares) | 1,607 | 1,080 | 861 |
Summary of restricted stock awards, additional disclosures [Abstract] | |||
Price, Unvested at beginning of period (in dollars per share) | $ 21.67 | $ 22.67 | $ 16.18 |
Price, Granted (in dollars per share) | 35.97 | 20.65 | 26.11 |
Price, Forfeited (in dollars per share) | 22.96 | 21.63 | 10.02 |
Price, Vested (in dollars per share) | 21.89 | 21.73 | 14.74 |
Price, Unvested at end of period (in dollars per share) | $ 31.79 | $ 21.67 | $ 22.67 |
STOCK-BASED COMPENSATION (Defer
STOCK-BASED COMPENSATION (Deferred Stock) (Details) - Market Based Stock Award [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2015 | |
Summary of Deferred Stock [Roll Forward] | ||
Unvested at beginning of period (in shares) | 0 | |
Granted (in shares) | 2,500 | |
Forfeited (in shares) | 0 | |
Vested (in shares) | 0 | |
Unvested at end of period (in shares) | 2,500 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Additional Disclosures [Abstract] | ||
Price, Unvested at beginning of period (in dollars per share) | $ 0 | |
Price, Granted (in dollars per share) | 26.69 | |
Price, Forfeited (in dollars per share) | 0 | |
Price, Vested (in dollars per share) | 0 | |
Price, Unvested at end of period (in dollars per share) | $ 26.69 | |
Deferred stock awards requiring the achievement of minimum market conditions | $ 2.5 | |
Vesting period | 5 years |
OTHER INFORMATION (Details)
OTHER INFORMATION (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
The following details the components of “Other current assets”: | ||
Cash held in escrow | $ 6,628 | $ 2,983 |
Inventory | 17,467 | 15,114 |
Other | 31,308 | 31,677 |
Total other current assets | 55,403 | 49,774 |
The following details the components of “Other long-term assets”: | ||
Long-term advances | 359,528 | 208,977 |
Investments in nonconsolidated affiliates | 105,271 | 82,032 |
Other | 147,909 | 120,285 |
Total other long-term assets | 612,708 | 411,294 |
The following details the components of “Accrued expenses”: | ||
Accrued compensation and benefits | 233,459 | 192,167 |
Accrued event expenses | 247,380 | 192,599 |
Accrued insurance | 97,606 | 65,941 |
Accrued legal | 129,882 | 22,904 |
Collections on behalf of others | 48,099 | 31,233 |
Other | 352,820 | 276,650 |
Total accrued expenses | 1,109,246 | 781,494 |
The following details the components of “Other current liabilities”: | ||
Contingent and deferred purchase consideration | 143,809 | 23,301 |
Other | 16,829 | 15,754 |
Total other current liabilities | 160,638 | 39,055 |
The following details the components of “Other long-term liabilities”: | ||
Deferred revenue | 9,569 | 5,506 |
Contingent and deferred purchase consideration | 41,946 | 46,228 |
Other | 122,876 | 98,057 |
Total other long-term liabilities | $ 174,391 | $ 149,791 |
SEGMENT DATA Segment Results Of
SEGMENT DATA Segment Results Of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 2,546,156 | $ 3,559,418 | $ 2,818,693 | $ 1,413,181 | $ 1,797,544 | $ 3,170,416 | $ 2,179,258 | $ 1,207,716 | $ 10,337,448 | $ 8,354,934 | $ 7,245,731 |
Direct operating expenses | 7,748,791 | 6,082,708 | 5,196,473 | ||||||||
Selling, general and administrative expenses | 1,907,723 | 1,548,450 | 1,411,855 | ||||||||
Depreciation and amortization | 455,534 | 403,651 | 397,241 | ||||||||
Loss (gain) on disposal of operating assets | (969) | 124 | 845 | ||||||||
Corporate expenses | 134,972 | 125,061 | 107,945 | ||||||||
Operating income (loss) | $ (202,017) | $ 201,347 | $ 113,433 | $ (21,366) | $ (37,215) | $ 191,286 | $ 74,159 | $ (33,290) | 91,397 | 194,940 | 131,372 |
Capital expenditures | 247,894 | 189,604 | 145,147 | ||||||||
Operating Segments [Member] | Concerts [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 7,892,076 | 6,283,521 | 5,382,965 | ||||||||
Direct operating expenses | 6,641,071 | 5,202,097 | 4,450,517 | ||||||||
Selling, general and administrative expenses | 1,119,335 | 950,060 | 863,516 | ||||||||
Depreciation and amortization | 226,315 | 194,715 | 201,775 | ||||||||
Loss (gain) on disposal of operating assets | (1,056) | (61) | 645 | ||||||||
Corporate expenses | 0 | 0 | 0 | ||||||||
Operating income (loss) | (93,589) | (63,290) | (133,488) | ||||||||
Capital expenditures | 109,801 | 87,306 | 41,977 | ||||||||
Operating Segments [Member] | Sponsorship & Advertising [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 445,148 | 377,618 | 333,726 | ||||||||
Direct operating expenses | 78,725 | 60,218 | 47,760 | ||||||||
Selling, general and administrative expenses | 87,268 | 71,089 | 57,681 | ||||||||
Depreciation and amortization | 27,669 | 18,206 | 9,932 | ||||||||
Loss (gain) on disposal of operating assets | 0 | 0 | 0 | ||||||||
Corporate expenses | 0 | 0 | 0 | ||||||||
Operating income (loss) | 251,486 | 228,105 | 218,353 | ||||||||
Capital expenditures | 6,701 | 2,161 | 4,836 | ||||||||
Operating Segments [Member] | Ticketing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 2,143,800 | 1,827,930 | 1,639,564 | ||||||||
Direct operating expenses | 1,170,121 | 956,956 | 808,697 | ||||||||
Selling, general and administrative expenses | 681,948 | 510,490 | 488,483 | ||||||||
Depreciation and amortization | 200,777 | 185,925 | 184,129 | ||||||||
Loss (gain) on disposal of operating assets | 49 | 68 | 26 | ||||||||
Corporate expenses | 0 | 0 | 0 | ||||||||
Operating income (loss) | 90,905 | 174,491 | 158,229 | ||||||||
Capital expenditures | 105,317 | 91,285 | 93,323 | ||||||||
Operating Segments [Member] | Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 21,012 | 7,978 | 3,176 | ||||||||
Direct operating expenses | 18,746 | 2,902 | 1,068 | ||||||||
Selling, general and administrative expenses | 19,172 | 16,811 | 2,175 | ||||||||
Depreciation and amortization | 432 | 2,940 | 46 | ||||||||
Loss (gain) on disposal of operating assets | 0 | 0 | 0 | ||||||||
Corporate expenses | 0 | 0 | 0 | ||||||||
Operating income (loss) | (17,338) | (14,675) | (113) | ||||||||
Capital expenditures | 149 | 1,028 | 0 | ||||||||
Operating Segments [Member] | Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Direct operating expenses | 0 | 0 | 0 | ||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | ||||||||
Depreciation and amortization | 5,057 | 4,433 | 3,490 | ||||||||
Loss (gain) on disposal of operating assets | 38 | 117 | 174 | ||||||||
Corporate expenses | 134,972 | 125,141 | 107,945 | ||||||||
Operating income (loss) | (140,067) | (129,691) | (111,609) | ||||||||
Capital expenditures | 25,926 | 7,824 | 5,011 | ||||||||
Intersegment Eliminations [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | (164,588) | (142,113) | (113,700) | ||||||||
Direct operating expenses | (159,872) | (139,465) | (111,569) | ||||||||
Selling, general and administrative expenses | 0 | 0 | 0 | ||||||||
Depreciation and amortization | (4,716) | (2,568) | (2,131) | ||||||||
Loss (gain) on disposal of operating assets | 0 | 0 | 0 | ||||||||
Corporate expenses | 0 | (80) | 0 | ||||||||
Operating income (loss) | 0 | 0 | 0 | ||||||||
Capital expenditures | 0 | 0 | 0 | ||||||||
Intersegment Eliminations [Member] | Concerts [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 148,125 | 133,505 | 104,571 | ||||||||
Intersegment Eliminations [Member] | Sponsorship & Advertising [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 0 | 0 | ||||||||
Intersegment Eliminations [Member] | Ticketing [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 16,463 | 8,528 | 9,129 | ||||||||
Intersegment Eliminations [Member] | Other [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | 0 | 80 | 0 | ||||||||
Intersegment Eliminations [Member] | Corporate [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue | $ 0 | $ 0 | $ 0 |
SEGMENT DATA Geographical Regio
SEGMENT DATA Geographical Region Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||||||||||
Revenue | $ 2,546,156 | $ 3,559,418 | $ 2,818,693 | $ 1,413,181 | $ 1,797,544 | $ 3,170,416 | $ 2,179,258 | $ 1,207,716 | $ 10,337,448 | $ 8,354,934 | $ 7,245,731 |
Long-lived assets | 885,936 | 751,536 | 885,936 | 751,536 | 731,282 | ||||||
Total Foreign Operations [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | 3,564,498 | 2,566,047 | 2,207,455 | ||||||||
Long-lived assets | 201,724 | 174,160 | 201,724 | 174,160 | 200,711 | ||||||
United Kingdom Operations [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | 785,174 | 683,464 | 672,826 | ||||||||
Long-lived assets | 74,551 | 69,380 | 74,551 | 69,380 | 74,517 | ||||||
Other Foreign Operations [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | 2,779,324 | 1,882,583 | 1,534,629 | ||||||||
Long-lived assets | 127,173 | 104,780 | 127,173 | 104,780 | 126,194 | ||||||
Total Domestic Operations [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Revenue | 6,772,950 | 5,788,887 | 5,038,276 | ||||||||
Long-lived assets | $ 684,212 | $ 577,376 | $ 684,212 | $ 577,376 | $ 530,571 | ||||||
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||||||||
Concentration Risk [Line Items] | |||||||||||
Concentration Risk, Percentage | 0.00% | 0.00% | 0.00% |
QUARTERLY RESULTS OF OPERATIO86
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Revenue | $ 2,546,156 | $ 3,559,418 | $ 2,818,693 | $ 1,413,181 | $ 1,797,544 | $ 3,170,416 | $ 2,179,258 | $ 1,207,716 | $ 10,337,448 | $ 8,354,934 | $ 7,245,731 |
Operating income (loss) | (202,017) | 201,347 | 113,433 | (21,366) | (37,215) | 191,286 | 74,159 | (33,290) | 91,397 | 194,940 | 131,372 |
Net income (loss) | (173,781) | 148,770 | 80,555 | (47,770) | (92,971) | 132,761 | 36,461 | (55,954) | 7,774 | 20,297 | (15,769) |
Net income (loss) attributable to common stockholders of Live Nation | $ (190,893) | $ 136,393 | $ 81,478 | $ (32,993) | $ (101,360) | $ 111,079 | $ 37,741 | $ (44,518) | $ (6,015) | $ 2,942 | $ (32,508) |
Basic net income (loss) per common share available to common stockholders of Live Nation (in dollars per share) | $ (1.12) | $ 0.56 | $ 0.31 | $ (0.22) | $ (0.58) | $ 0.51 | $ 0.13 | $ (0.29) | |||
Diluted net income (loss) per common share available to common stockholders of Live Nation (in dollars per share) | $ (1.12) | $ 0.53 | $ 0.29 | $ (0.22) | $ (0.58) | $ 0.49 | $ 0.13 | $ (0.29) |
QUARTERLY RESULTS OF OPERATIO87
QUARTERLY RESULTS OF OPERATIONS (Unaudited) (Narrative) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Accrual for costs of litigation settlement | $ 110,000,000 | |||||||||
Goodwill impairment | 20,000,000 | $ 20,000,000 | $ 0 | $ 0 | ||||||
United States tax reform rate change | (55,685,000) | (55,685,000) | 0 | 0 | ||||||
Net foreign exchange currency losses | $ (4,200,000) | $ 4,400,000 | $ 2,700,000 | $ (8,000,000) | $ (1,900,000) | $ (6,600,000) | $ 7,800,000 | 3,100,000 | (8,800,000) | (35,300,000) |
Impairment charge, investments in nonconsolidated affiliates | $ 15,100,000 | 16,455,000 | ||||||||
Loss on extinguishment of debt | $ (14,049,000) | $ (1,048,000) | $ (14,049,000) | $ 0 |
SCHEDULE II VALUATION AND QUA88
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Allowance for Doubtful Accounts [Member] | ||||
Valuation allowances and reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 29,634 | $ 17,168 | $ 17,489 | |
Charges of Costs, Expenses and Other | 16,664 | 16,699 | 19,525 | |
Write-off of Accounts Receivable | (14,846) | (3,927) | (18,703) | |
Other | [1] | 1,303 | (306) | (1,143) |
Balance at End of Period | 32,755 | 29,634 | 17,168 | |
Deferred Tax Asset Valuation Allowance [Member] | ||||
Valuation allowances and reserves [Roll Forward] | ||||
Balance at Beginning of Period | 681,566 | 658,104 | 593,305 | |
Charges of Costs, Expenses and Other | 18,067 | 11,820 | 7,116 | |
Deletions | 0 | 0 | 0 | |
Other | [2] | (103,196) | 11,642 | 57,683 |
Balance at End of Period | $ 596,437 | $ 681,566 | $ 658,104 | |
[1] | Foreign currency adjustments and acquisitions. | |||
[2] | During 2017, 2016 and 2015, the valuation allowance was adjusted for acquisitions, divestitures and foreign currency adjustments. |