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 2012 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 on www.livenation.com/investors. It is now my pleasure to turn the call over to Mr. Irving Azzof, Live Nation Entertainment's Chairman of the Board.

Thank you, operator, and welcome, everyone, to our third quarter 2012 earnings call. Joining me today are Michael Rapino, our CEO; and Kathy Willard, our CFO. I will begin the call with some brief comments and then turn it over to Michael, who will review our results for the quarter in more detail. We continue to deliver improved results without much help from the macroeconomy and are making significant progress towards achieving the goals set following the merger. Adjusted operating income for the quarter was essentially flat, led by strong results from our Ticketing and Sponsorship divisions. In addition to my broader role at Live Nation, I continue to run Artist Nation, including Front Line Management. Touring activity by our key artists during the third quarter was slower than last year, but included Kenny Chesney, Jimmy Buffet, Jason Aldean, Big Time Rush and The Fray. Christina Aguilera and Adam Levine continue their success as judges on The Voice. Mariah Carey has signed on as a judge on American Idol, and Britney Spears has taken the position as judge on X Factor. We continue our program of aggressive new artist signings and securing merchandise and VIP ticketing rights with established stars. The full 2013 touring schedules for key acts are firming up and are currently expected to include both the Eagles and Fleetwood Mac. So thank you again for your support. I look forward to updating you on all our progress during our next earnings call. Now I turn it over to my partner, Michael, for his remarks.

Thank you, Irving. Good afternoon, and welcome to our third quarter conference call. We are pleased with our performance this quarter and continue on plan to deliver revenue, profitability and free cash flow growth across all key segments for 2012 full year. For the third quarter, the company has grown revenue 7% on a constant currency basis, AOI is up 2% and free cash flow increased 23%. Ticket sales through September are up 5% at Ticketmaster and 4% for Live Nation Concerts. I expect the company will complete 2012 with continued growth in ticket sales and market share at both Ticketmaster and Live Nation Concerts, and end 2012 with 2-year growth in revenue close to 15%; AOI, 25% to 30%; and free cash flow, 70% to 75% increase. We're growing profitability this year. We also continue to focus on 4 strategic levers. First, we continue to grow our Concert and Ticketing core business, increasing global market share, expanding our portfolio and driving ticket sales. Second, we are making strong progress on our core Ticketing platform to establish the most effective low-cost platform in the industry, while at the same time deploying new products for B2B and B2C to drive incremental revenue. And third, on top of both our Concerts and Ticketing platforms, we continue to grow our sponsorship and online advertising business. As we look at the divisions, let me start with Live Nation Concerts. Live Nation Concerts attendance is up 4% through the third quarter. Over the first 9 months, the U.S. has had a strong growth, with AOI up over 40%, while Europe has underperformed. We now have good visibility into Q4 and North America is again looking very strong, with over 1 million more tickets sold for the quarter than we had last year, led by Madonna…

Thanks, Michael, and good afternoon, everyone. For the 9 months ended September 30, we delivered growth in revenue, AOI, operating income and free cash flow. These results are consistent with our plan, and we are confident in our ability to deliver our full year forecast for growth, with solid operating metrics, while continuing to invest in our business. For the third quarter, revenue was $1.96 billion, up 10% compared to 2011. After adjusting for the impact of changes in foreign exchange rates in the quarter, revenue increased 12% over the prior year. On a reported basis, Concert revenue was up 12%, driven by more events with higher attendance in our North American amphitheaters, the timing of global touring activity and acquisitions. Ticketing revenue was up 4% due to higher ticket sales, increased resell activity and higher fees from the London Olympics. Sponsorship & Advertising revenue was up 11%, driven by festival sponsorships. And Artist Nation revenue was up 5% due to increased VIP ticket package sales and acquisition activity. Adjusted operating income was down slightly for the third quarter at $202 million compared to $204 million last year. Concerts AOI was down 41% compared to last year or $35 million. The majority of this decline is due to timing with some festivals moving to the second quarter as we previously discussed and also a shift of event activity into the fourth quarter. The remainder was driven by some underperformance of a few festivals in Europe. Ticketing AOI increased 51% or $28 million, driven by ticket fees from the Paralympics in London, higher primary and secondary ticket sales along with lower legal expenses this year since we accrued $15 million for a legal settlement in the third quarter of 2011. In Sponsorship & Advertising, AOI was up 12% or $8 million…

[Operator Instructions] And we'll take our first question from Ben Mogil with Stifel, Nicolaus.

So Kathy, I think my question is more for you. If we look at your Ticketing segments, even if we exclude the litigation charge from third quarter of last year, the margins were kind of flat year-over-year for 9 months but they were up a lot in the third quarter of '12 just on -- just the quarter alone. Can you walk us through what the Olympics impact is? Is this sort of a license fee that comes at 100% margin or at least the margin on the Olympics higher than the overall consolidated number? I'm trying to understand why the 9-month numbers were kind of flattish but the third quarter numbers were up so much on a margin basis.

It is partially driven by the Olympics and the Paralympics, which their recorded ticket fees and basically dropped the bottom line. We did have some cost of fulfillment, but majority of those costs are covered by the initial sales. And then overall, just the increase in overall ticket sales from the primary and the secondary would have some impact on that as well.

Can you isolate the Olympics for us?

We don't give those kinds of details.

Okay. And then sort of -- I think sort of a second question more for Michael on a larger question. At the Liberty Investor Day, you talked about a number of initiatives to give the guidance for the next couple of years or in '15. When you're thinking about the 5 million attendance growth by adding some more festivals and adding more Electronic Dance Music, is that -- can you achieve that organically? Do you need to do acquisitions? Can you talk about the M&A environment particularly in the EDM with Bob Sillerman back in the market and Ron Burkle and a lot of other players sort of looking at that market too?

It's always a mixture. I think we've shown over the last 7, 8 years when we've gone from prior historical event flow and ticket flow that we've been able to do a combination of both. So we have a great platform in place. So as you've seen this year, every time we organically start a festival from scratch, it's incremental tickets. So when you do MIA in Philadelphia from scratch, it's 85,000 new tickets organically. So we've been able to use our platform to launch a lot of festivals around the world, and we continue to -- and we will continue to do that. We're also able to -- in Korea, we walked in organically in Korea, set up an office there and have been able to build a nice business there and add a few hundred thousand in incremental tickets out of the blocks. So we're looking at a lot of other key markets where we think we can enter, some organically, some with a bolt-on. So we would look at the 5 million as a combination of organic and bolt-on via event creation and via small bolt-ons.

Are you seeing acquisition multiples start to expand as you see more -- just put a lot of focus on it in this space? Are you seeing stuff going a little bit further?

The market, I know Bob is out there or others, there's always been somebody out there. So we haven't seen any difference in the marketplace as we've seen over the years. If you got a great festival and you've got a strong position in the market, you probably can get a couple of people bidding. But we haven't seen anything dramatically change in terms of multiple expansions when we're looking at options.

And we'll take our next question from John Healy with Northcoast Research.

Michael, I wanted to ask you a little bit about Europe. And if I think about kind of where you guys have been and where you’re at today, 2010 was obviously a tough year for North America. When you kind of size what happened in Europe, obviously, it's a lot more economic-related than strategy, but how much was did you think the impact on AOI for the Concerts division in Europe this year? And is it basically used in the same playbook as you did in 2011, kind of to recalibrate the strategy for Europe? And how confident do you feel that you can get that piece of the business on, I don't know, breakeven or profitable level next year?

Yes, you said it best. I think we've seen the exact same playbook play out over there as we did here. And as we've shown you 2 years in a row, we can self-adjust the model and return to what we have in North America. We don't think it's prevalent across all of Europe as we've seen in kind of the -- in 2010 U.S. pullback. But we definitely, in Southern Europe, Spain, Italy, some of the obvious markets, we're tougher coming into August than any other year. So we think we have room in the model. We think 2 things happened that the market tends to self adjust itself because as I've said in prior years, the artist has the greatest motivation to make sure the house is full. So it usually starts with ticket pricing and making sure that everyone is pricing the house for maximum sellthrough next year. So I think you're going to see a lot of those conversations going on for next year about what should the ticket price be. And that's what happened with the catalyst to change in '11. So I think we can self-regulate by adjusting the ticket prices to make sure we can match the market economics. We've got -- the good news about our European business is we have over 54 festivals and the vast majority of them are established and very profitable. We'll probably -- into '13, we usually try to start 5 or 6 organic festivals a year in that marketplace, which tend to be an investment strategy and you hope that 50% of them end up being winners long run. So you'll see in '13, we just won't take any of those risks. We'll let the market settle down. We'll cut back on our risky organic strategy. We'll cut some costs, and we'll make sure that we get the pricing of the product right across the portfolio. We think we get that playbook in place there. We'll start to see the market come back by next year.

And maybe, Kathy, I mean, are you able to isolate kind of what the headwind has been in Europe, maybe on the Concerts division profits this year?

Yes. I mean, obviously, we track that, John, but we don't usually give that kind of details out.

Okay, fair enough. And then, Michael, I want to ask another kind of bigger picture question. You've been often open and direct in kind of putting out the 2015 goal of $150 million in incremental AOI. When I think about your 4 main divisions, is there a way you could roughly kind of break down where you see that $150 million coming through at? I know you talked a lot about Sponsorship and the reworking at the Ticketing business, but I was trying to think about where that $150 million might be slotted out, hypothetically, over the next couple of years?

Well, we're not going to go through the detail today, but we'll start to get more detailed as we head into '13. I think if you've seen the presentation, we kind of isolated those drivers at the end. I'll start backwards to front. Obviously, Ticketmaster, where we're spending the investment on our platform, the higher-margin business we think is obviously the largest contributor from 2 functions. One, we can just run a very efficient business when that new platform is in place so that per ticket savings just hits the bottom line directly, so that's a big AOI pickup. And we're very bold on as we roll out our new B2B products online and mobile, we're going to tick up that secondary business and take a good bite out of that business and drop back to our bottom line. So the biggest spend in our business right now priority-wise has been around Ticketing, and we would look at that as being those 2 initiatives as being the larger part of the $150 million. Then you add on 2 components, Sponsorship being next because the more tickets we have, the more robust our platform is, the easier it is for my sales guys to sellthrough online and customize programs. So that we expect to continue to grow at higher rates as we improve our technology platform. And then the fourth, being the final, is the smaller of the 4, would be the increased ticket volume across our platform of Concerts. Now as you know, Concerts end up being the engine to the train. The more tickets, the more concerts we do, the better Ticketmaster does in terms of renewals and the higher sponsorships we do because of the flow-through. So we think the Ticketing is the absolute priority to our business, both from an investment and a return perspective.

Okay. And then just one final question. I think in the Q you guys filed tonight, there's a brief mention to the CTS update. It sounds like you're expecting some sort of update by the end of the year. Is there a way you can provide us with maybe a little bit more clarity in terms of how you're feeling, maybe where you're positioned and thoughts regarding that outcome?

Yes, we sure hope and believe this is the final extension. We're pretty confident now that the judge will deliver the verdict by the end of the year. We are still confident in our position. We've had many discussions, and we think that we're still going to have a verdict that is in our favor or we would have probably looked at other options by now, but we believe seeing through the process is the best option for shareholders.

And we'll take our next question from Doug Arthur with Evercore.

Kathy, 2 questions for you. On the Concert costs, the Q says that adjusted for FX, so if I had this right, costs were up 20% in the quarter year-over-year. You talked about the acquisitions, Coppel, Cream, obviously, you've been buying into Electronic Dance Music, you started some new festivals. So I guess I'm just trying to get a breakdown of kind of how much was organic and how much was due to those other factors? And then on the -- correct me if I'm wrong, but it looks like the accounting treatment in Ticketing completely changed this quarter. The number for last year is different. You have a much larger intersegment revenue number all of a sudden and the cost allocation between operating and SG&A look a lot different. So is there -- can you explain that?

Sure. So on your first question, we actually do give the breakdown on the acquisition impacting Concerts in the Q as well. So you're asking on DOE, and the acquisition piece of that was about $57 million of the increase. The rest of it is really driven by festival investment, some of the European festivals and then also just timing of how the global tours are working out this year that there'll be some blending between Q3 and Q4 on that. That's really the biggest driver on that. On your Ticketing question, what you're seeing is that the eliminations between activity for Concerts and Ticketing, the elimination was changed where we moved it out of -- it was within Ticketing before. We've now broken that out and we're doing with the eliminations to better show intersegment revenue. So that’s just a fix to how it's presented in the past to make it consistent with this year's presentation to get that Concerts and Ticketing activity reported as cleanly as possible. No change in overall numbers, and that would have just been revenue and direct operating expenses that were impacted.

Okay. So just -- so it impacts how you allocate cost versus SG&A?

No, it impacts how it's reported from a segment standpoint. It's just the sharing of the rebates between Concerts and Ticketing and how that's booked between Ticketing, revenue and Ticketing direct operating expenses versus the elimination company. That's why the total numbers don't change at all.

[Operator Instructions] We'll take our next question from John Tinker with Maxim.

Could you just talk a little bit more about the mobile side? I think you mentioned it was about 5% of all ticket sales. Is that -- is there any difference in the margin as that becomes bigger? Or how does sort of the cost of that compare with the existing structure? And secondly, just if you could touch on how many tickets do you think that StubHub gets from you as people sort of go on your site on Ticketmaster and buy tickets and then resell via StubHub?

So I'll start with the first question on mobile. We've -- in general, the nice part about our mobile strategy versus maybe other companies that are struggling in terms of how to transfer to that channel, our economic strengths were 100%. So whether the face value or the service fee, it's the exact same price at mobile or online. So that's the good news because as you know, others are having difficulty figuring that one out. Our ticket is obviously -- this is a product that's made for mobile phones, meaning a consumer doesn't need a lot of descriptions or pictures to figure out if they want to buy that ticket. So we're seeing huge interest, and we'll continue to move to mobile. So the economics and the revenue stay the same. Economics on the cost generally stay the same for now. I envision the asset when we're talking, 3, 4 years from now, when a higher majority percent of the tickets are on mobile, we'll probably be able to realize some efficiencies as we move to a mobile platform versus an online or as we pick up any of those remaining retailer phone sales that people will start to gravitate to a mobile phone. So I think long term, it's a cost-benefit to our business if you're all -- if the high majority of our tickets are sold on mobile. As far as the second, on StubHub, we don't disclose or track that specifically. Generally, you could say that probably most of our tickets, if they are good ticket, end up in a secondary market. So probably a high, high majority of our sports and music shows that are first sold at Ticketmaster end up somewhere on a secondary site, which is why we think we have an incredible opportunity to add some value at that juncture.

And we'll take our next question from Rich Tullo with Albert Fried & Company.

My first question is, I was just a little bit late to the call, I mean, owing to a connectivity issue, was there a -- do you expect a headwind in the fourth quarter owing to the Storm Sandy?

No, we're lucky. We've -- thankfully, as I said somewhere in the quote, thankfully, it was the fall on a Monday and Tuesday or midweek. We had a big weekend, the weekend before which was successful, obviously. But in general, if you look across Ticketmaster, Live Nation canceled shows obviously, a vast majority of those end up getting rescheduled. So you pick that back up at some point. But in general, we've been lucky in overall cost cancelation, insurance, et cetera, as maybe a few hundred thousand dollars to our bottom line but nothing significant.

Where do you stand with the NHL lockout? Is that going to be a drag or a net benefit to Live Nation owing to increased arena availability?

Yes, I mean, it's a -- right now, it's a Ticketmaster business issue, not so much of a Concert division. We've obviously -- it would be like -- I would like to be selling NHL tickets. But as of right now, if the -- let's just call that if the business doesn't happen by the end of the year, Ticketmaster total impact is probably a couple of million dollars. We don't see right now any dramatic pick up in events tapping in those dates. I guess if the year was up completely declared over, you'd start to see it. But I think the NHL Arena owners are still on a standby basis. So there's not much opportunity to book new shows in right now.

And last question on Sponsorship. Was there any drag on -- in that business owing to Europe or any of the other factors? And what do you think needs to occur to get revenue going in the right direction with Sponsorship?

Well, listen, Sponsorship is by far one of our most profitable, highest-margin and consistently growing bottom line businesses over the last few years. We've been growing AOI at double-digit growth for years. So we think that that business will continue to have great runway. We're continuing to find better ad units within our platform. We've had a great new business by online, and we think mobile is a whole new opportunity for us. So we continue to be very bullish with Sponsorship advertising. It will continue to be a growth business for us. We actually, in Europe, did not see the effect of a slowdown. We saw it, obviously, on the Concert ticket side but we did not see it in the Sponsorship side to date. So we will finish 2012 in Europe Sponsorship fairly unscathed by the European slowdown.

[Operator Instructions] And Mr. Rapino, there's no further questions at this time. I'll turn the call back over to you.

All right. Thank you, everybody, and we look forward to our Q1 conference call.

Ladies and gentlemen, this concludes the Live Nation Entertainment Third Quarter 2012 Earnings Conference Call.