Good afternoon. My name is John, and I'll be your conference operator today. At this time, I would like to welcome everyone to Live Nation's Fourth Quarter and Full Year 2023 Earnings Call. And I would now like to turn the call over to Ms. Yong. Thank you. Ms. Yong, you may begin your conference.

Good afternoon, and welcome to the Live Nation fourth quarter and full year 2023 earnings conference call. Joining us today is our President and CEO, Michael Rapino; and our President and CFO, Joe Berchtold. Before we begin, we would like 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 related 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 the SEC Regulation G, Live Nation has provided definitions of these measures and a full reconciliation to the most comparable GAAP measures in our earnings release. The release reconciliation can be found under the Financial Information section on Live Nation's website. And with that, let me open the call for questions. Operator?

Thank you. We will now be conducting a question-and-answer session. [Operator Instructions] And the first question comes from the line of Stephen Laszczyk with Goldman Sachs. Please proceed with your question.

Hey, great, thank you. Good afternoon. Maybe one on the mix shift in the slate and one on Sponsorship. A lot has been made on the mix shift shifting more towards the amphitheaters this year. Maybe for Joe, just from a modeling perspective, could you help us think through how the mix shift will impact the cadence of revenue growth and margin expansion across the Concerts and Ticketing segments in 2024? And maybe how we should expect the business to pace towards the double-digit AOI growth you called out in the release? And then, on Sponsorship, maybe for Michael, you had two notable tailwinds to the Sponsorship business this year: MasterCard is replacing Amex, and you have Rock in Rio, which is a bi-annual event coming in this year. Is there any way you can help us size the contribution from these two factors and perhaps where else you're seeing demand in the Sponsorship business this year? Thank you.

Sure, Stephen. This is Joe. I'll go first. In terms of the mix shift, there's several dimensions of this. Let's start with deferred revenue. Deferred revenue in the level to which it's up is impacted on a timing basis by what we've talked about in terms of stadium volume being lower this year, amp volume being higher. So, you have less Q4 far ahead on sales with the stadiums, so that's going to compress that deferred revenue line that you see as of the end of the year relative to what you'd see in a more normal year. Then, in terms of how that specifically flows through on the concert side, because it's going to be a shift to more outdoor with the amphitheaters, it's going to be more heavily weighted to Q2 and Q3. It's going to have a higher AOI per fan, because we're counting the beer money, the parking money, other revenue streams when we have the fans on site. It will mean, just on a top-line basis, a lower revenue per fan because the stadium tickets tend to be the highest price tickets, so you'll see a real divergence there between the AOI per fan and the revenue per fan. That, obviously, will translate into improved margin on the Concert segment this year, which should particularly come through in the second and third quarters. On Ticketmaster, the way it flows through is that it would have had fewer on sales in the fourth quarter because the amphitheater shows tend to go on sale closer in time to the shows. So, we still outperformed, grew Ticketmaster in the fourth quarter, increased our number of fee-bearing tickets by about 5 million. But that was against the headwind of that mix shift. So, we expect to be selling more of those tickets into Q1 and Q2 for the amphitheater. But because those tickets are deferred from a revenue recognition standpoint at Ticketmaster, you won't see the AOI on those tickets until the shows play off in Q2 and Q3. On the Sponsorship?

Stephen, does that help?

Yeah, that's helpful. And then, just on Sponsorship.

Yeah. I just want to give Joe a macro level on the kind of concert supply just so we're aligned. This is going to be a great year. We're pacing ahead on our arena and our amphitheater business, which is the higher-margin business as we've talked about. So, we're going to have a fabulous year. We're going to be able to monetize that around the world. We actually look at '25, looks like it's going to be a monster stadium year again as that pipe kind of reloads itself. So, I wanted to just make sure on a macro level, we're seeing continual artist supply at record levels. And we made decisions this year, Usher could have been in stadiums. We wanted to get them in arenas this year and put a great show together. Justin Timberlake, Bad Bunny in arenas versus stadiums. So, you make those trade-offs in different years. But the good news for us is we're going to have a fabulous arena/amphitheater year, festival year around the world. That's going to drive our overall AOI margin cash flow. Probably bounce back with some bigger stadium activity in '25 and then the cycle will continue. But as we've stated over our Investor Day, we look at this as continual growth year-over-year industry for the next 10 years on a global basis. And we'll see that again this year. Sponsorship, to your macro point, the demand we're seeing, strong as ever. I just spent some time in New York with my team with some clients, Verizon, et cetera. Our demand in terms of clients that want to be part of this live experience surge right now is stronger than ever, as you can imagine. Most CMO's want to sit down with us and talk about how can they have some part of this live explosion on a global basis. So, we're seeing, as you've seen with Mastercard and updated deal with Verizon and others to be announced, our pipe is up year-over-year. We expect this to continue to be a double-digit growth business, as we've seen in the past. We've seen nothing slowing down there.

Great. Thank you, both.

And the next question comes from the line of Brandon Ross with LightShed Partners. Please proceed with your question.

Hey, everyone. How are you doing? Joe, you talked about amps in the answer to the last question a lot in the mix shift this year. I was actually curious what -- I want to better understand the future upside in the amp business. Your portfolio has been fairly fixed for a long time. And you've done a pretty incredible job of increasing per caps over the last decade. Where does the real growth come from in the amphitheater business at this point? I have some follow-ups.

Yeah. Thanks, Brandon.

I'll start, and then you can go in there, Joe.

Yeah.

Just let me step on that. I think Brandon you've heard us talk about it at our Venue Nation Day. We think we're in this double win right now. We think we have global scale that will still continue because of international markets and more to come. But we also have an incredible amount of opportunity to monetize the scale we have. And for the first 10 years, we built scale. We just kind of ran the scale. The last couple of years since COVID, we launched our Venue Nation division and really focused hiring up and bringing in new skill sets around hospitality, best-in-class food and beverage, best-in-class VIP clubs, et cetera. We think our amphitheaters are run very well. As I say, they're run very well like Southwest Airlines. They're very efficient, and they've been great machines to-date. But we think we're seeing when we invest capital on site, we're getting 20%, 30% returns on capital when we turn that grassy area into a VIP club, a membership club. You're going to see Jones Beach this summer. When you walk up to Jones Beach this summer, at an amphitheater, you're going to call me and go, now I get it. Now I see what these -- the machines could double their AOI when you start to really treat them as arenas have been doing a much better job about how do we upscale on site, elevate the experience and take over. So, we think the 50 amphitheaters we have, the bones of them are amazing. They do incredible job. They're efficient. We think we can double the business as we start to actually look inside the hood and upgrade on site, whether it's our Liquid Death idea that has been a huge surge in our food and beverage, our shaker cup, our own custom-branded liquor that we launched on site to our new clubs, we're rolling out to our VIP boxes, to our elevated. If you look at our overall amphitheater business, about 9% of it is premium. We think that should be 30% to 35%, to give you kind of macro numbers. If you doubled that overnight, your business would double in the long run. So just take your current house, upgrade it, double your capacity on a VIP business, and your business would double. That's the simplest way to look at it.

Yeah. And then the other half of it, Brandon, is that's making more on the shows from the fans that attend. In terms of the volume of shows, right now, with our current portfolio, if you assume typical amp has about four months of activity on average, our utilization rate is running about 35%. So, we still have a fair bit of space that we can put more shows into our amphitheaters. And while we haven't been growing by leaps and bounds, we are continuing to add an amp here, an amp there, on our hyper-local strategy of continuing to look for more spots that we can put an amphitheater in.

Great. Then over the past couple of years, I know Platinum has been a pretty big tailwind for probably both the Ticketmaster business and the Concert's business. And I was curious how far along you are in the rollout of Platinum ticketing, both in domestic and international? And then, how you expect Platinum to continue to contribute to the growth at both Concerts and Ticketmaster?

I'll start and Joe can jump in. Just think of Platinum as it's dynamic pricing, right? It's just pricing smarter. And that's been a skill that we've been -- we have a great in-house team who wakes up every day working with artists, agents, managers on this. And it may be as simple as just figuring out how to reprice. Tuesday night in Phoenix is worth different than a Saturday night in LA. So, being a lot smarter the way you can price your inventory, price the front better so the back sells out, price, et cetera. We think if you look at -- I'll give it two kind of ways to look at it. Outside of the US, we're in the first inning. So, we're just rolling this out around the world. So that's the great growth opportunity obviously. We have it in Europe, but still in infancy stages. We're going to expand it down to South America, Australia, et cetera. So, first inning on the international business, well received when it gets there. Promoters are anxious for it. Artists are anxious for it, because they see when they sell an arena in Baltimore versus Milan, right now, they look at the grosses and say, "Wow, we're leaving too much on the table for the scalpers. Let's price this better." So that's our best sales pitch. So, you're going to see that excel. And I would say on the US business, we're probably about in the fifth inning. The obvious stuff is done at the top end, some artists on kind of the P1 Platinum. But getting all the way through the business, amphitheaters, the B shows, the C, just dynamically pricing that better and smarter all along the way, we see it happen. It will increase your [take] (ph) flow and sell-through rate, all the way to the day -- time you open the gates up. So, we still think that's a multi-year opportunity to continue to grow our top-line/bottom-line.

The other way I think about it, Brandon, is that the typical secondary ticket is still almost twice the price of a primary ticket. So, as Michael said, just think of Platinum as being the market priced ticket, artists are going to be more and more saying I want that through the house. I want that to be closer to really take away that scalper margin.

Yeah. And then, finally not to overstay my welcome here, but one thing I noticed, I've been, I think, covering your stock for many years now. And I've never seen you give the double-digit AOI expectation in Q4. It's always Q1 where you give that guidance. What gave you the confidence to give that type of guidance at this stage versus the usual Q1?

I'll start. I think, first of all, our show pipeline is up double digits, very strong for -- driven by the arenas and amphitheaters as we've talked about. Michael gave all the reasons why we're highly confident in our ability to execute at our amphitheaters now. So, the volume of fans that we're confident in having and our ability to drive the profitability off of those fans gives us the visibility and confidence that we're going to deliver double-digit growth this year.

Great. Thank you, guys.

And the next question comes from the line of David Karnovsky with JPMorgan. Please proceed with your question.

Hey, thank you. I guess first, Joe, wanted to see if you could provide some additional detail on the CapEx guide. Where are you deploying the growth capital, and what's driving the incremental spend, including for maintenance versus '23? And I know you've discussed potentially buying venues abroad. So, I don't know if you could say anything on the pipeline for deals and how that could potentially look relative to past years? And then just secondly, in November, you had described a DOJ investigation as in mid stages. So, I wanted to see if you had any update here in terms of timing or where things stand overall with the probe. Thanks.

Sure, let me start with the CapEx. As we noted, we're projecting right now about $540 million CapEx, two-thirds rev gen, one-third maintenance. If you look at the rev gen, about $300 million of that is either new venues or major renovations of existing buildings. And about half of that, about $150 million, is our top-four projects, would include major revamp of Foro Sol, which is the top international stadium in the world down in Mexico City. Michael talked about Jones Beach. Those projects would collectively have a return in the 20%s. So, we're definitely seeing some chunkiness now in some projects that cost tens of millions of dollars, happen to have several -- four of them line up this year that drives a lot of that. The other rev gen would be a combination of tactical things in existing venues, a new VIP club, a new viewing deck, rock boxes, some new bar designs that are extremely high returns, generally 40%s, 50%s-plus, sort of tactical improvements and some things at Ticketmaster heavily tied in with the sponsorship group and the creation of new ad units. And then maintenance is a combination mainly of venues, some Ticketmaster. I think that's continuing to rise at a rate lower than our revenue, lower than our ticket sales. So, we're watching that pretty closely and making sure we have that limited. In terms of the...

I think the venue pipeline...

Yeah.

I'll just say, venue pipeline, I think we've been talking about it since our Investor Day. We're really happy about the Venue Nation team, our global development team. These were skills, really going into COVID, we didn't have in-house at any level. We're kind of best-in-class at this point. We've really scaled over the last three, four years, got incredible global teams working around the band. And we're just seeing, as we hope when we're walking into those RFPs that we weren't invited to, we're walking in and holding our own and winning right now some of the -- some key venues around the world that we'll be continuing to announce. So, we see it scaling over the next five years much, much higher than it was in the past just because we hadn't focused that much on international arenas before, and we see a great path forward on these.

And then finally on DOJ. I don't think we've got a lot to report. We continue to answer any questions they have. They control the timing, and we'll watch it play out, but we don't have any specific updates.

Thank you.

We're 100% cooperative.

And the next question comes from the line of Cameron Mansson-Perrone with Morgan Stanley. Please proceed with your question.

Thanks. Two, if I can. Michael, you've spoken in the past about kind of the current big shift in the promotion business being a move from kind of national booking and towards increasingly global booking. I'd love to hear just an update on where you think we are in that shift today? And then I thought it was interesting in the release that you're seeing all-in pricing lead to higher conversion. Is that something that you think can lead to adoption of third-party venues, or do you think that stays at your operated venue portfolio for now? Thanks, guys.

I'll answer. I mean, all-in pricing, I'll start. Yeah, we're actually surprised and thrilled because we were always skeptical, if we would be the one led path, there was any conversion that would hurt us. But I think consumers are loving the idea, they can see upfront. Ultimately they're shopping multiple tabs anyway. So, they're probably figuring out the true costs are the same. So yeah, we think it's a great test. I would say most of all the congressional, senate, all the stuff Joe and I are talking to everybody about, this just seems to be the common torch that everyone's running with. So, I would assume this ends up being legislated somewhere over time, and I would assume others are going to start jumping on the all-in wagon as a good step forward for consumers, so we can worry about the other issues around scalping, et cetera. On the promoter shift, it is a -- it's always the -- it's a three-level shift, right? It's a local promoter or a national promoter and a global promoter. Still lots of great local promoters, why we have 100 offices in 40 countries. Contracts still have to be executed local. So, you have to make sure you have the best local staff in market that can execute at scale on an ongoing basis. Artists have absolutely evolved over the last 10 years, much like they probably have one global record label and one global agent and one global publishing company, as touring became their most important category and expensive. These artists are putting on -- I was at the Drake show last night. I mean, he's -- it's an incredible show, he's carrying to those fans at a huge cost to give back. So, the artists are -- over the last 10 years have started to look for a much more national or global partner, whether it's us, AEG, CTS in Europe, because their needs have changed. They needed upfront capital. They needed organizations that have a wider view on data, marketing, sponsorship, ways to help them think about their global business. Do they go to Japan or not? Do they do Hong Kong before or after? Do we do Pacific Rim? What's the shipping costs? How do we get it all there? So, artists have become globalized brands and artist -- with the consumers, we've talked about. So, absolutely every artist -- the younger the manager and the younger the artist, the more global they're looking for. So, if you're kind of the new manager managing a superstar that's popped on a global basis, you absolutely want to sit down with someone and talk about your global touring plans and when do you go where before -- with one common agenda in mind. So, we're seeing that continual shift and I think you'll just see that continue to move over the next five years.

Interesting. Thanks.

And the next question comes from the line of Jason Bazinet with Citibank. Please proceed with your question.

I just had a quick question on CapEx. You guys have been so consistent with this sort of 2%, 2.5% of revenues on CapEx. Given what's happening in your business and the high returns on invested capital we can see from the outside, why doesn't it make sense to sort of open up the envelope and spend a bit more?

Love this question. I think, as Joe and I talked about, coming out of COVID, the prior to last three years was obviously build back up that cash bank. We drained a lot during COVID, so we wanted to get the balance sheet strong again, get our staff, get everyone back in place, hire the skills we needed and plot through our real kind of five to 10-year strategy here. So, we think the way we're producing our AOI to cash flow return now, it's given us all the tools we need to deliver this ambitious growth plan that we laid out at our Investor Day. So, you'll see us move up and down depending if there is a big opportunity, but we've been pretty consistent that we can deliver our growth that we've outlined for you with that current number.

And I think the market just accepts it more if we demonstrate it and then do it a bit more. As you said, we've been demonstrating that return on the invested capital. As we continue, we spend a bit more. We demonstrate those returns. The market will let us spend a bit more. The market doesn't tend to want you to take big leaps and big turns. So, we're not doing that. We're just steadily building a pipeline. And as the market sees the demonstrated returns, then you earn the right to continue to do more of it.

Looking forward to the number being 3% or 3.5% of risk. Thanks.

And the next question comes from the line of Ashton Welles with Evercore ISI. Please proceed with your question.

Thank you for the question. It would be great to get an update on the real-time indicators you guys are seeing on the consumer front, whether that's the performance of on-sales or how shows are closing or on-site spending.

I'll start and then Joe can jump in. I mean, I see the ticket sale on my daily ticket sale counts. We just went on sale, jeez, within the last week on Usher, Justin Timberlake, Jennifer Lopez, just announced Jelly Roll this morning. These shows are flying out the door from top to bottom. So yeah, we're seeing no slowdown on the consumer from -- I was in Columbus, Ohio for a sold-out Drake show last night. We had two nights in a row sold out, incredible high-merch numbers. They were buying all the sweatshirts and onsite the GM told me they were -- we're doing really strong numbers. So, we're seeing at our current business, they're buying and showing up across the country and across the globe right now.

And we're seeing most of these on-sales still selling front-to-back, meaning most expensive tickets to least. So, we're seeing strong demand at all price points. We just went on sale with our lawn passes for our amphitheaters, up double digits in sale on that for the price-conscious fan. So that's going well. Shows are closing. We really have the best per-cap on-site spending right now at our theaters and clubs, just given that its Q1, those numbers continue to be strong and show year-on-year growth. So, all fronts are showing strong consumer demand globally.

Thank you.

And the next question comes from the line of David Katz with Jefferies. Please proceed with your question.

Hello, everyone. Thanks for taking my question. When we think about the different business lines, how would we think about the trajectory or arc of growth in Sponsorship relative to Concerts? And what I am essentially getting at is whether there is an acceleration of growth in sponsorship and advertising that is begotten from this outperformance and this -- this acceleration that you're seeing in -- on the concert side of things later on?

Yeah, David, this is Joe. I think absolutely there are increasing benefits to scale on the Sponsorship business. One of the things that the brands are telling us they're looking for is they want to reach customers at a time when they are open to the brands, which we have, but they want to make sure that it's at scale. That at-scale really matters. So, they're not trying to do a lot of different little programs. And so, we're seeing a lot more demand. We're over $1 billion in revenue on the Sponsorship side. We're 100 -- closing in on 150 million fans. So, we -- over 600 million tickets on Ticketmaster. So, we've now got a scale and that scale continues to beget more scale. So absolutely, we see a very strong continued growth in that business.

So just to follow it up, and I'm not fishing for any kind of guidance or anything like that. But the growth rate in Sponsorship obviously could outgrow and grow more than potentially that of Concerts at some future day, right, if we're sort of plotting those lines?

Well, I think if you look historically, look back since 2010, Concerts has consistently grown faster than our Sponsorship business, and we think it continues to be a strong double-digit growth business.

Got it. Okay. Thank you.

There are no further questions at this time. I would like to turn the floor back over to Michael Rapino for any closing comments.

Thank you. I appreciate all your support, and we'll talk to you at the end of Q1.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.