Michael Rapino - Chief Executive Officer, President, Director and Member of Executive Committee Joe Berchtold - Chief Operating Officer Elizabeth K. Willard - Chief Financial Officer and Executive Vice President.

Vasily Karasyov - Sterne Agee & Leach Inc., Research Division Amy Yong - Macquarie Research John Janedis - Jefferies LLC, Research Division John Tinker - Maxim Group LLC, Research Division David Carl Joyce - ISI Group Inc., Research Division Benjamin E. Mogil - Stifel, Nicolaus & Company, Incorporated, Research Division.

Good afternoon. My name is Carrie, and I will be your conference facilitator today. At this time, I would like to welcome everyone to the Live Nation Entertainment Third Quarter 2014 Earnings Conference Call. Today's conference is being recorded.

[Operator Instructions] Before we begin, Live Nation has asked me to remind you that this afternoon's call will contain certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ, including statements relating to the company's anticipated financial performance, business prospects, new developments and similar matters.

Please refer to Live Nation's SEC filings, including the risk factors and cautionary statements included in the company's most recent filings on Forms 10-K, 10-Q and 8-K for a description of risks and uncertainties that could impact the actual results. Live Nation will also refer to some non-GAAP measures on this call.

In accordance with SEC Regulation G, Live Nation has provided a full reconciliation for the most comparable GAAP measures in their earnings release. The release, reconciliations and other financial or statistical information to be discussed on this call can be found under the Investor Relations tab on investors.livenationentertainment.com.

It is now my pleasure to turn the call over to Michael Rapino, President and Chief Executive Officer of Live Nation Entertainment..

First, our TicketMaster+ product is working even better than our expectation of a year ago. It has been activated from over 13,000 events since it's launched last September and year-on-year, global secondary GTV is up 44% year-to-date.

The broad adoption of the platform by fans and teens gives us confidence that we'll capture over 1 billion in new sale GTV since our launch last September through the end of 2014 with continued growth momentum into '15.

Second, our mobile platform continues to grow rapidly as we make ongoing improvements to the mobile experience for fans to buy, transfer, sell and scan their tickets. The number of tickets sold on mobile platform is up 33% for the first 3 quarters, accounting for 18% of total ticket sales.

And at the same time, we remain committed to delivering the best fan experience on every platform and lowering our cost structure as we do so. We continue to deploy new products this year, but we will continue to reduce our costs by up to $0.15 for tickets this year, ahead of schedule and over -- and halfway to our achieved goal of $0.35 per ticket.

As we near the end of 2014, Live Nation has never been in a stronger position. We have built the best live platform in the world and we are successfully leveraging our platform to build adjacent high-margin businesses.

We are on track to deliver our 3-year strategic plan for 2015, and have great confidence in our longer-term growth opportunities in our core lanes of Concerts, Advertising and Ticketing. I'll now turn the call over to Joe who will take you through an update on these divisions..

Thanks, Michael. First, with Concerts. In the third quarter, Concert revenue increased 11%, and AOI was up 17% compared to 2013. We had record fan attendance for the quarter as expected, with 22 million people attending our shows. The growth this quarter was driven by North America and, notably, a tripling of our stadium business.

Looking more broadly at our full year-to-date, which does a better job of smoothing out timing. We've had a record 46 million fans attend our shows, delivering commensurate record profitability.

We've seen that having a broad portfolio of markets and venue types continues to pay off for us as this year, we had a high volume of stadium shows and strong performance in amps and across festivals to grow the overall business.

We're also continuing to increase our profitability for fans with pricing per ticket up 6% on a global basis and per-fan spending in our amphitheaters and festivals up 6% as well. Looking at the fourth quarter and full year, we continue to expect to deliver double-digit AOI growth in the concert business.

The fourth quarter looks to continue our trend of a bit lower arena activity, but we still expect to end the year with record attendance as we continue to build our global market share. On Artist Nation. Our Artist Management business had another great quarter as well, with revenue up 18% and AOI up 73%.

Again, here, we expect to see a bit lower activity from timing in the fourth quarter, but overall, for the year, project revenue and AOI growth along with a strong lineup set for 2015. Turning to our Sponsorship & Advertising business.

For the third quarter, Sponsorship & Advertising revenue was up 4%, and AOI up 6%, consistent with our year-to-date performance. Our top focus for the year has been on taking our advertising business to the next level, leveraging our content platform to create products we can monetize through third-party platforms.

Our live streaming show is the first example of this success with more to come soon. Now the second focus has been continuing to build the breadth and depth of our strategic sponsorship relationships, and we now have over 50 sponsors spending over $1 million each a year with Live Nation.

As we look to 2014 in total for Sponsorship & Advertising, given where we are with contracted revenue, we continue to expect AOI growth consistent with the past few years with a strong fourth quarter and more back-end activity this year. Finally, Ticketmaster. For the quarter, Ticketing revenue was up 8%, while AOI was up 7%.

And year-to-date revenue was up 9% and AOI is up 7%, as we have processed over 300 million primary tickets totaling over $15 billion in gross transaction value, up 5% year-on-year. And as Michael said, our secondary ticketing gross transaction value is up 44% year-to-date.

These growth rates, along with our expectation of, again, delivering a net renewal rate of over 100% for the year, indicates that Ticketmaster's platform is continuing to deliver a great value proposition to both fans and venues.

For fans, our integrated primary and secondary is not only driving growth in our secondary business, but increasing overall conversion. In general, we have seen that fans are 30% more likely to buy a ticket when they see both primary and secondary tickets together, versus just what's left of their primary options.

And at the same time, our mobile offerings are making it easier for fans to buy and manage their tickets and our continued rapid transition is further reinforcing Ticketmaster's multi-platform leadership.

Our venue clients also continue to see the benefits of our ongoing technology investments as we have had a big push into mobile products for them as well this year, growing our mobile box office and mobile reporting products.

Looking at Ticketing for the fourth quarter and full year, we expect to maintain our momentum of continued secondary growth, capture improvements in our cost structure and have another strong fourth quarter of on sales for 2015. Collectively, we expect this to deliver mid-single-digit AOI growth for the business for the full year.

Overall, we had a great third quarter and expect to deliver our fourth consecutive year of revenue AOI and free cash flow growth and grow the profitability at each of our businesses. And with that, I will turn the call over to Kathy to take you through more details on our financials..

Thanks, Joe, and good afternoon, everyone. I will start with our results for the third quarter. Revenue was $2.5 billion, up 11% from last year. Concerts revenue was also up 11%, primarily due to more shows and higher attendance in North America from several successful stadium tours, along with increased sales in amphitheaters.

Ticketing revenue was up 8% driven by higher domestic resale fees as a result of the continuing success of our TM+ product, along with increases in primary ticket revenue. Adjusted operating income for the third quarter was $258 million, up 17% from last year's $221 million.

Concerts AOI was $83 million, up 17% from the strong stadium activity in North America. Ticketing AOI was $86 million, up 7% from the growth in domestic primary and Resale revenue. Sponsorship & Advertising AOI was $88 million, up 6%, driven by growth in international venue and festival sponsorship and domestic online advertising.

And Artist Nation AOI was $22 million, a $9 million increase over last year from higher management commissions from existing managers and the additional several new managers. Operating income was $151 million this quarter, 19% higher than the $126 million reported last year, driven by the growth in AOI.

And net income in the third quarter was $105 million versus $44 million in 2013. The improvement in net income was driven by our higher operating income, lower income tax expense this quarter associated with deferred tax benefits from acquisitions and the loss on debt refinancing we had last year. Now for the 9-month results.

Revenue was $5.3 billion, up 9% over last year. The increase was driven by a 10% growth in Concerts revenue due to more shows and higher attendance in our North American amphitheaters and strong stadium tours along with increased global touring activity.

Ticketing revenue was up 9%, driven by higher domestic primary ticket volume and fees, along with higher Resale tickets fees. AOI for the 9 months is $483 million, 11% higher than last year, as we grew profitability in all of our business segments.

Concerts AOI increased by 17% to $117 million from increased amphitheater and stadium activity in North America. Ticketing AOI was $232 million, a 7% increase from the growth domestically in primary and Resale ticket sales.

Sponsorship & Advertising AOI grew 6% year-over-year to $163 million due to the growth in North America sponsorships in online advertising, along with increased venue sponsorships internationally. And Artist Nation AOI grew from $20 million for the first 9 months of 2013 to $30 million in 2014 from higher management commissions.

Operating income was $194 million for the 9 months, 27% ahead of the $153 million we would have reported last year without the $38 million higher gain on disposal of assets, an increase consistent with our AOI growth. On a reported basis, our operating income was up $3 million from $191 million in 2013.

For the 9 months, net income was $96 million, up from $39 million reported last year, with the growth coming from operating income along with a $27 million decrease in our income tax expense driven by a reduction in taxable foreign earnings and deferred tax benefits associated with acquisitions.

Free cash flow in the third quarter was $198 million, 19% higher than last year, driven by our higher AOI. Free cash flow for the 9 months was $308 million versus $283 million last year, with the growth primarily due to the increase in AOI less higher CapEx and noncontrolling interest distributions.

As we noted in our last quarterly call, we still expect that free cash flow for the year as a percentage of AOI will be roughly in line with our 2013 results. Cash flow from operations was a negative $14 million for the 9 months compared to $265 million last year.

This swing came from 3 of our working capital lines, all reflecting short-term timing impacts. Accounts receivable were up about $90 million, following the very high volume of stadium shows in this quarter with several in the latter part of the quarter not yet settled at the end of September.

Prepaid expenses and other assets were also up about $90 million, driven primarily by artist advances for tours in 2015. In general, we are more than willing to extend advances to more tours as we continue building our global Concerts business.

And accrued liabilities and AP were down about $130 million, largely from the timing of ticketing client on sales versus last year. All 3 of these factors are merely short-term timing and, in general, Concerts remain an attractive working capital business.

We expect much of this timing anomaly to work its way through the system by yearend with more comparable levels of receivables and payables at that point.

As of September 30, after redeeming the $220 million of our original convertible debt and completing our largest quarter of the year in terms of show activity, we reported total cash of $1.4 billion.

This includes $532 million of Ticketing client cash and $186 million of net future concert event-related cash, leaving a free cash balance of $640 million, up approximately $100 million from this time last year.

Total event-related deferred revenue as of September 30 was $319 million, slightly higher than the $313 million we reported in September last year. Our total capital expenditures through September were $89 million, with $47 million spent for maintenance CapEx projects and the remaining amount spent on revenue-generating projects.

For the full year 2014, we continue to expect that total capital expenditures will be approximately $135 million, around 2% of revenue. After redeeming the full $220 million of our original convertible debt this quarter, our total debt was $2.1 billion as of September 30.

Our weighted average cost of debt, excluding the debt discounts and including the debt premium on our term loans and notes, was 4.3%. Our debt covenant currently requires a maximum leverage ratio of 5.25x, and we are comfortably in compliance of below 4x as of September 30.

In the third quarter, we delivered the strong results we expected and we are excited about the growth we delivered across all the business segments.

Looking forward to the end of the year, we continue to expect to deliver growth in revenue, AOI and free cash flow and to grow the overall profitability of each of our segments while continuing to invest in and to build our businesses to set them up for continued growth in the future.

Thank you for joining us today for an overview of our record third quarter results. We will now open up the call for questions.

Operator?.

[Operator Instructions] And we'll take our first question from Vasily Karasyov with Sterne Agee..

I had a question on the secondary tickets market. Can you please quantify what percentage of the -- or what portion of the revenue growth came from secondary? I think in the 10-Q, you said that the majority of your growth came from there. And if you could give us an idea about the margin profile of that revenue, how different it is from the primary..

If I'm not -- so we said the secondary growth was up 44% year-to-date. I'm not sure I fully understood the question. But the margin profile, as we've said, is very consistent with our primary tickets. We have margins that we expected, over time, as that business scales, to be consistent with kind of that rather mid-20s range..

My question was if you look at the revenue growth year-on-year, what percentage of that revenue increase came from secondary?.

Yes, we haven't -- we are not breaking that out..

We'll take our next question from Amy Yong with Macquarie..

One question and then one follow-up, if I could. First, I was wondering if you could actually comment on some of the acquisitions that have been talked about in the Industry Rag [ph], including C3 and also Greek Theatre [ph].

And I guess, now that you're wrapping up your CapEx spend, what are your priorities for free cash flow? And then just one really quick housekeeping question.

Can you just give us, Kathy, what the right share count is given all the different convertible activity that's been going on and what the right number we should be using going forward?.

Amy, it's Michael. I didn't -- we don't -- we've historically just not commented on our acquisitions until we close them. I think it would be fair to say, we've been very vocal on our priorities over the last couple of years, that we are continuing to grow our global Concerts business, whether that means the festival channels, like we did with EDM.

We've been very clear that we've been underserviced in our festival business in the U.S. There's a big hole for our business, which really drives our Ticketing and then Sponsorship, and we're going to continue to grow internationally.

So I can't comment on the rumors, but it would make sense that we would be looking to acquire a strong festival company in the U.S. that we've outlined already as a priority for us for cash flow, and we're going to continue to rally it.

There is a lot of great global opportunities and sizable ones in the Ticketing and Concerts space that would continue to supercharge our growth if the price and the return was at the right level..

And Amy, on the share count, on basic level, I'd used the number on front of the Q, which is the 200.7 million. On a diluted basis, you're right. It's because of the timing of when we bought in that convert.

The diluted is a little bit high, and if you want use the diluted we use, I'd take out about 8 million shares, which would take you down to more like 213 million on a diluted basis, on a comparable basis..

All right, and we'll take our next question from John Janedis with Jefferies LLC..

Can you talk a little bit more about what you're seeing in the Sponsorship segment? Growth seems a little below trend year-to-date and I'm wondering if there's anything timing for us to think about or maybe any change in renewal rates..

Yes. That's why we tried to give you some very specific numbers in terms of being up 10% on a contracted revenue basis relative to last year, to give you some comfort but even though what we have recognized thus far year-to-date is at a lower trend, we gave you that, we're over 90% sold and we're up 10% year-on-year.

So we think that should give some comfort that we will continue to grow at that historical rate that we've done in the past few years. So it will be more fourth quarter backloaded this year..

Joe, on that 10%, for example, is the average length the same? Or is that a bit extended?.

There's no material change in the duration of our average sponsorship deal..

Okay, great. One related question -- or unrelated question I should say.

I know it's early, but is there any evidence that your channel in Yahoo! is driving growth or efficiencies across other parts of the Live Nation platform?.

Well, in the ecosystem, we're -- we know that any way we can continue to add ad units to our advertising businesses, how we very clearly outlined how we continue to grow. So one of the holes in our portfolio to date has been that video. So Yahoo! was able to provide us enough eyeballs with our content.

So my advertising team now, when they're walking in to deliver against those RFPs, has an ad unit on video. So our Sponsorship business was sole benefit of that strategy. And then on a secondary point, we don't have any evidence yet that, that scale that would've mattered.

But we do know from our research that the average fan, when he's debating about going to a concert, the casual fan, he spends a couple of weeks shopping. And we know that the #1 way that you can get a casual fan to press the buy button is by a live video of that artist, is a very stimulating conversion tool.

So we do know is the more we scale and bring a high-quality live experience to the fan and add a buy button, we know it's also a great conversion mechanism for our core business. So it will be core benefit. It's a sponsorship ad unit, and a longer-term benefit is conversion around the ticket..

And we'll take our next question from John Tinker with Maxim..

8% festival attendance growth, how much of that was organic?.

That will be all basically organic because we had the full year in. So we started -- we launched -- as we do every year, we organically launch across the globe from our various 30, 40 markets, we launch 8 to 10 festivals a year and organically see which one of those ones are able to sustain M.I.A. in Los Angeles.

We launched the country one in Detroit and we launched a few across the U.K. and Europe. So mostly organic and continuing -- we'll continue to do both organic and bolt-ons to remain as the leader in the Festivals segment..

And as a follow-up, as the festival business tends to have a -- can have a margin of 25% as opposed to the promotion business, which can be sort of 2% to 4%, at some point, would you see your margin in the Concerts division starting to tick up as festivals become a bigger percentage?.

Well, first of all, our revenue is so big on our main line business that affecting the bottom line margin on our business, even with 65 festivals or 100 festivals, is always just a hard math game because of our massive growth across our 25,000-plus main line shows. But your core -- the core to the question is why we're in Sponsorship and Festivals.

Remember, a concert may have a 4% margin business at the door, but the -- an amphitheater concert may be 4% on the door, but still it's a 20%, 30%, 40% margin business when you add sponsorship to it.

So we know that when you have any type of concert where you control the environment, your sponsorship is going to be highly accretive to that proposition. So festivals in Europe are driven by sponsorship, and so our U.S. ones and they are a key product, if you want to call, to grow your core Sponsorship business..

[Operator Instructions] We'll take our next question from David Joyce with International Strategy & Investment Group..

I was wondering if you could provide some more color as to your recent acquisitions in Belgium. Does that provide you now the full complement of assets and activities there? If you could talk about what else you've got in that country.

And then secondly, how does Eventjoy fit into your Ticketing product set?.

Yes. Belgium is a perfect example of why our model and our scale works. We have a very large Festivals and Concerts business in Belgium.

We have not had a concert -- hadn't had any Ticketing business in Belgium so we are always weighing the options of buying the large one, starting our own or finding a smaller acquisition that provides us a faster ramp-up, and Belgium was the perfect example where we were able to find a relatively inexpensive backroom.

And overnight, we have our content now with our Ticketmaster support from U.K. to be now a legitimate ticketing and concert business in Belgium. So we're always looking where we have content.

In those 40 markets around the world, we would have an ongoing business development assessment on launch it or buy it and what's the best return, and Belgium is an example where that came to life and you'll continue to see that model and those -- of those 2 extremes come together. Eventjoy is similar to what we originally did with TicketWeb.

We believe that Ticketmaster+ is a -- obviously, a fabulous mainstream brand that's going to continue to do and service its mainstream clients. We have a great company in TicketWeb that's out there every day fighting other competitors on the GA [ph] club business. And we knew that we need a do-it-yourself product to be able to enter that subspace.

We wanted again to enter at a fairly low risk to understand the category. And then the magic with our scale is we like to go in low cost, learn and then provide the scale of Ticketmaster to excel the growth. So Eventjoy, a really strong product team. We like the individuals. We like the product.

We're going to learn a lot about that space this year, and we're already looking at ways that we can help attach the fire hose to propel that business in that space..

And we'll take our final question from Ben Mogil with Stifel Financial..

Michael, so on the cost savings, which, I think, you sort of moved from $0.10 to $0.15 on the North American Ticketing side, can you talk about what sort of drove the push forward, if you will, about it? And then on the $0.35 target, do you see more upside from there? And then sort of as a follow-on, what about the international front? Can you give us the time line there around the ticket savings?.

I'm going to let Joe take that one..

Sure, yes. So Ben, as you've indicated, we previously guided to $0.10, and just our overall technology investments that we're making are letting us move a little faster than we had thought, 3, 6 months ago, and we're taking now more costs aggressively as we can to capture that for everybody.

So combined with what we had already captured before this year, this is why we said we're more than halfway through the $0.35 target. And we think that overall, we are on target or on track with next year's getting to a run rate of $0.35.

I don't think we're ready to declare that as something that will exceed at this point, but we certainly understand that, over time, one of the keys to Ticketmaster's success is we are truly omnipresent in all the channels of online, mobile and so on as having a very efficient cost structure-wide platform.

And then our plan is, yes, that as we get that technology fully deployed in the U.S., we then take that to our markets internationally. Again, I don't think we're ready for the public declaration on the timing of that, but that is absolutely the plan..

And so maybe on -- and just the U.S. because, obviously, you're further ahead there.

When do you think, and you don't have to give me like an actual date, but approximately, when are you thinking you can kind of take the training wheels off the new system and kind of close down the legacy systems?.

Yes. So I think as we've talked, this is redoing it as we go, modules being replaced like by new modules. So there are no training wheels in the approach that we've taken. We are redoing the pieces as we go.

I think we'll have complete products in our Concerts segment before long that won't have any of remnant core components of inventory management or e-commerce to them, and then we'll roll it out, aligned with the timing of the sports leagues to those teams over the next couple of years..

Ladies and gentlemen, this concludes the Live Nation Entertainment Third Quarter 2014 Earnings Conference Call. You may now disconnect..