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 First Quarter 2014 Earnings Conference Call. Today's conference is being recorded. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer period. 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 to 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.

Thank you. Good afternoon and welcome to our conference call. Coming off a record year in 2013, we are continuing this momentum, with first quarter revenue growth of 22%, AOI growth of 56% and free cash flow, up 138%. And all four divisions delivered revenue and AOI growth for the quarter. As we look forward, all signs point to us delivering on our growth targets for 2014. In concerts, our deferred revenue at the end of the quarter was up 14%, and ticket sales through May 2nd are up 5% year-on-year. In Sponsorship and Advertising, our contracted revenue through April was up 10% over last year, and in ticketing, our net renewal rate continues at over 100%, and at Artist Nation, we are on track to grow market share and come up 30% more shows in 2014. I will now provide you with update on our core growth strategies. We expect to continue growing our global market share this year. Following our success of adding 10 million fans in 2013 concerts. Our research shows, continued strong fan demand for all live events on a global basis, with a continued strong pipeline of great artists. We expect the Live Events business to continue being a robust growth industry, and having the two leading brands of Live Nation and Ticketmaster position us strongly in the center of this growth. And as we head into this summer, the business looks strong again, as evidenced by selling 500,000 tickets in three days last week for the Jay-Z and Beyoncé tour alone. And we will continue to grow market share three ways. First, we will continue growing our share in touring from clubs to stadiums. We expect to promote over 80% of the top 25 tours globally this year. Secondly, we will continue to grow…

Thanks Michael. First, Concerts; Live Nation Concerts revenue for the first quarter was up 29%, and AOI improved by 80% versus 2013, driven by an 11% increase in global attendance at our shows. In North America, attendance was up 30%, with a 34% increase in arena attendance, led by tours with Justin Timberlake, Imagine Dragons and Luke Bryan. Internationally, attendance was up 8%, driven by an 18% increase in arena attendance. Europe, particularly France and the U.K., led this growth with tours, with Depeche Mode, Michael Bublé, Beyoncé and Drake. Through May 2nd, global ticket sales for all shows are up 5% through the same time in 2013, and the global growth has been across all venue types, with nine artists already selling over 500,000 tickets for the year, led by One Direction, Justin Timberlake, Luke Bryan and Miley Cyrus. Through April, we sold approximately half our tickets for the year, and based on sales to-date in our pipeline, we expect to deliver continued attendance growth for the full year. We expect that this growth, along with improved performance in our festival business, will deliver strong growth in our 2014 concerts profitability. One other point to note on concerts is the seasonality of the business this year, with a significant shift from Q2 into both Q1 and Q3. As I mentioned, arena attendance was the primary driver of our growth in Q1, thanks to a 10% increase in arena show count. In Q3, we expect to see strong growth in both festivals and stadium attendance, with all growth in festival attendance projected for the third quarter, and stadium attendance projected to increase by over 50% for the quarter. As a result, Q2 will be impacted by the shift out of arena activity into Q1 and festival and stadium activity into…

Thanks Joe and good afternoon everyone. We had a strong start to fiscal 2014, with growth across all of our operating segments. I will provide further details on the first quarter results, and then summarize our current expectations for the full year. For the first quarter, revenue was $1.1 billion, up 22% over the same period last year. This increase was led by concerts, which improved by 29% compared to the prior year, from an increase in arena shows globally, and higher overall attendance. Adjusted operating income for the first quarter grew 56% to $83 million as compared to $53 million in 2013, and this growth was led by our concerts and ticketing segments. Concerts AOI improved 80% to a loss of $2.6 million, due to higher overall attendance, along with increased average attendance per show. Specifically to arenas in North America and Europe. Ticketing AOI was up 17% to $70 million, due to increased ticket volume and higher average pricing. Sponsorship and Advertising AOI was up 8% to $26 million, with growth in both North America and Europe; and Artist nation AOI was up $6 million from the management business. The improved performance in our AOI drove a 63% improvement in our operating income for this first quarter, as we reported an operating loss of $12 million, compared to a loss of $33 million last year. And the growth in our AOI, translated to the bottom line, as our net loss for the quarter, improved by $31 million over 2013, to a loss of $32 million. The improvement in the net loss was driven by our higher operating income in the first quarter, lower interest expense, due to the refinancing of our debt in Q3 of last year, and a discrete one time tax benefit of $7 million, related…

The question-and-answer session will be conducted electronically. (Operator Instructions) And we will take our first question from Amy Yong with Macquarie Capital.

Yes hi, this is Andrew for Amy. I just had two questions, the first one, if maybe you can quantify the synergies that you expect from the replatforming of Ticketmaster this year? And also, can you comment on StubHub's recent initiatives, including the all-in pricing and concert series with Pandora? Thanks.

On the first, with regards to not so much synergies, but the cost savings as we continue our replatforming, as we have talked several times now. The replatforming project is really an ongoing one that we have broken into a modular basis, so we can start both getting the consumer and venue benefits through new products as well as taking some costs out. So I would say, that our expectations at this point for this year is about a 10% -- sorry a $0.10 per ticket reduction in our costs for our fee-bearing tickets in North America.

Great. And the second one?

On the -- I don't have a ton of input on what they are up to, and their strategy. But all-in pricing, we have had all-in pricing available to our clients for the last couple of years, depending on the artists, the team, they want to put all in pricing at the front of the proposition. We do that, we leave it in the hands of the client, while at times, it is -- the position is all in, but we break out the pieces to make it transparent. So we don't think all in pricing, either way, changes much on the purchase intent, but we have it as an option for the clients, if they want to position it that way. But we don't think it does much either way. I don't know what they are up to on their Pandora concert series, I assume they are just looking for some brand extension, but we are very thrilled with the progress we are making on our secondary market share.

Great. Thanks.

We will take our next question from Vasily Karasyov with Sterne Agee.

Hi, thank you. I was wondering if you could clarify the metric that you provided, that you have a 40% increase in secondary market, total value I believe. When you disclosed at the Analyst Day, I think last year, that you estimate that you have 10% of secondary tickets. Was that true for April last year, or was your share less than 10% at that point?

I think when we talked about the 10% share that we were looking at the year in its entirety, as you can tell from the numbers that Michael gave, we have been substantially growing our activity each month, since we have been launching our Ticketmaster Resale last fall; because of the seasonality difference, sports league on at different times, we wanted to give that April-to-April comparison, so that you have an understanding of versus April of last year, before we launched Ticketmaster retail to April of this year, the most recent full month that it has been going, that we increased our global secondary growth transaction value 40% year-over-year.

And do you expect to provide this update every quarter, or do you think its going to be a one-off kind of illustration?

I mean, we will try to provide the information we think is most relevant. So that you all and our investors can take a read on the progress that we are making.

Thank you.

We will take our next question from Doug Arthur with Evercore.

Joe, I want to go back to -- you're giving guidance sort of low single digit concert ticket sales for the year, based on your read right now, and then you made a comment about AOI for the year of somewhat better. Were you referring -- then you were talking about a dramatic, significant increase in concert profitability. So is the somewhat better AOI description for the entire company, I just want your clarity on that?

I think we had said on concerts, that we would have a strong increase in concerts division AOI, off of the continued fan growth that we have this year. We obviously, just from our current profitability of our concerts division, will tend to increase AOI to a higher percentage than our fan base. I think the overall message that we were trying to give on a totality, is that we continue on plan with what we have been consistently laying out, and we think that we are off to a very strong start, that gives us some good tailwind to deliver those results this year. And -- indicator to support that.

And so, the first quarter, which is obviously seasonally small, you're up 56% in AOI. I guess the commentary strongly suggests that you're going to give some of that, if not a fair amount of that back in Q2 and then, kind of recapture on that in Q3. I am just trying to get a read here of kind of --?

I think that's roughly right. As you said, Q1 is seasonally low, when you look at the overall level of activity for concerts, just relative to the overall year. But I think in general, you got it right. We had a really strong Q1. We have a really strong Q3, and what we have seen just from a show-count perspective is, I gave the detail on, just seasonally less. Nothing more, nothing less than that, just timing.

Okay. And then finally, on Artist Nation, I mean, this is -- you have been in a year long, kind of reshaping of that business, revenues were up 2% in 2012. They were down 12% in 2013. So now we are looking at a big pop in the first quarter. I know, a lot of that can't be timing associated with the concert tours. But are we having -- is this kind of a completely new platform at this point, and should we expect strong revenue growth for the year, or is that not the read?

I think what we are trying to be very clear about is, Artist Nation on itself is the division of 15 or 16 management companies, that manage over 250 artists. We spent the year taking out a lot of services and non-core businesses that weren't core to the artist management business; VIP business, merchandise business, graphic artists, things that were in that division that we didn't believe could grow within there. So we took those out, and we have a very strong single minded Artist Nation division, that it wakes up every day, managing great artists, and furthering their careers. What we did say is, we don't believe that division has high growth in it organically. We believe that we are going to run it better, and we are going to add a few artists and continue to change up the portfolio and add some artists that we think have a long term perspective. But the most important thing was that division is kind of over the last year, when the silos got broken down. We were able to embrace that division to a level we hadn't heard historically. And that division's main goal is, with 250 artists, you can now capture and co-op into touring with you, supporting your ticketing proposition and supporting your sponsorship division. There is nothing better than 250 fabulous artists feeding your main pipeline. And that is the structural change that has happened, is that division now reporting directly to me, is much more integrated in our sponsorship, our ticketing and our concert division. So we believe, having 250 strong artists, as a high margin business, generates nice AOI, is a stable and strong business on itself, but more importantly, the numbers we keep telling you, but over the last two years, since we have kind of taken it over, we have doubled the amount of shows that those 250 artists do, that are now touring with Live Nation versus our competitors. So we believe, its an incredible, strong division on its own, but when linked to our core business, can drive profitability in our core concert business on its own, and then ticketing and sponsorship. So if you took last year's number and we were up 25%, we are going to be up 30%. If those 250 artists combined have a few thousand concerts, and now we have gone from promoting 300 of them to 600 of them, that's a great supply chain; and we believe that if we add value to that division, we will continue to gather more concert market share from that division, if we have the best product out there. And that, in itself, even in the core business, you don't see reflected in the Artist Nation financials, but you do obviously see it reflected in our increased market share in our concert division.

Got it. Thank you.

And we will take our next question from David Joyce with International Strategy and Investment Group.

Thank you very much. Your attendance per event was up again nicely, both North America and internationally. How much would you attribute that to the Ticketmaster replatforming and increased conversion, and how much would you be attributing that to macroeconomic trends or other factors?

I think a couple of factors David. Clearly we believe, that as we continue to develop new products at Ticketmaster, online, the Ticketmaster plus the mobile; we are continuing to give more kind of a better experience for consumers and a better experience that makes the purchase easier. It is always going to help conversion some, is one. Two is, we continue to be very focused on shifting more of our marketing spend to digital and social platforms, using that database that we have on fan interest, fan behavior, historical purchase patterns, what they have on their iPhones, to do a better job, making them aware, getting them interested in the show. And then, third would be, kind of, what's the mix of artists that you have in some of the macro environment.

Thanks. And on the type of events, that are growing for you. The festivals, the summer, for example, is that an area where the growth in sponsorship advertising revenue might be more focused, given that you've talked about that being an area where there is more [indiscernible] upside?

Yes, absolutely. We have always been very strong in Europe with our festival platform. Our festival platform has been our main driver to our advertising business in Europe, and as we are adding more and more festivals in America and Canada and Australia, we know that our advertising proposition gets stronger, and we have seen that already come to life, with our Insomniac acquisition for some of our new countries festivals, or Made in America with Jay-Z festivals are a great platform for advertisers, and we will continue to build up that portfolio.

Thanks. And just finally on the Artist Nation strength, with the increase in commissions there, was that related to the artists performing or at arenas or was it more clubs, how would you characterize where the growth opportunities have been coming there?

Part of it is timing for us, with the activity. But in general, its just where our artists, the managers are -- where those artists are active in a particular quarter, there is nothing magical about it.

And just on the economics of that, as we have said many times, the artist is making most of its money on the road. So if my business in general, on a global basis is continuing to grow and Maroon 5s and Rihannas have more and more opportunities to tour, make more money, then the largest part of your commission is going to be your touring business. So a manager going forward is going to have an increased business, just off the basics that his artist is a good touring artist, the tour -- the artist is going to have more revenue and more growth in the future.

Okay. Thanks.

We will take our next question from Rich Tullo with Albert Fried & Company.

Hey guys. Got one question; in regards to seasonality, it looks like you ran about 5% ahead of my model on first quarter attendance. Looking at seasonality as a percentage of total revenue for the year, I guess this is for Kathy. When you talk about the second quarter, are we talking at something like 100 to 200 basis points was transferred into the first quarter and something like 100 basis points will be transferred into the third quarter?

This is Joe, I don't think we are getting that specific. I think what we said is, we had a strong first quarter that we were very happy with. All the leading indicators that we have locked through [ph], point to continued strength through the rest of the year, and we are just trying to, every year, round this time we have a conversation that says, what does the seasonality look like, because we manage it for the total year, not for the given quarters. And this year, its particularly strong in the third quarter, as I talked about festivals and stadiums. Strong in the first quarter, and so by definition, some of that has to come out in the second quarter. But in totality, everything pointing to ongoing growth and strength.

Yeah, there is a question about that --

Now --

We know we are trying to fill out, we got it. We are trying to help you, but we are just going to not -- we'd only get caught exactly on 100 shows versus this month versus next, in an overall thesis right now.

All right. Okay. I am not asking you to point the wrong finger here, but to point the finger on the EDM, are you thinking about festivals, in terms of more of an experiential marketing, and an advertising plan, versus just kind of a sponsorship and pouring rights. I mean, is that where we are headed with this, and if that's the case, is that going to be kind of an announcement data point, or you are just going to let the numbers surprise, if this transpires?

Not even quite sure what you're asking, but I could try to answer what I think you are asking. But help me out here, what are you asking about EDM exactly?

Well I mean, it just seems to me that the opportunity with sponsorships is more than just banners and pouring rights, right? The opportunity is to develop a one-to-one communication between the concert grower and the advertiser, in ways that is not necessarily available in a two-hour venue?

Absolutely. I think if you look at our business, its what we have been doing for many years. I mean, our business model, whether its an EDM festival or country festival, stadium show or a house of blues, our main job is to create that 23,000 show flywheel that spits out 60 million to 70 million consumers on-site. And from that scale of consumer base, we built 800 plus sponsors, and many of those sponsors are much deeper than a banner ad as you know. They are very integrated programs like the Ford Rider series, which is a whole content program, online series we created for Ford to the American Express front of the line, through the Starwood upgrade, while you purchase a ticket to stay at a Starwood hotel, through upselling a Hertz rental car. So we have got an incredible sponsor base, who want to participate in many of the different genres, and you know, the beautiful part of what our model is, is diversity. A 19 year old or 30 year old or a 40 year old, doesn't live in one genre. Most 19 year olds love Taylor Swift, when they are feeling love sick and they want to party with the latest EDM artist, and they head over to a Rihanna show for pop. So our basics is, when we talk to sponsors, its about the scale of the 19-year old we have, and the amount we can touch, incredible sponsorship programs for 800 sponsors, and then the way we are going to touch and communicate to those customers, is why we always believe in our Ticketmaster strategy, is we have 400 million consumers buying an average of $163 ticket directly for us. We know their name, we have their credit card, we have a communication…

One quick little question. It might not be an easy question to answer, but what percentage of the growth we have been seeing over the last, let's call it 18 months, has been from social marketing, which are doing evidently very well. Deals like Yahoo!, if you could provide a little color on that, and what percentage is coming from the expansion of the big data from Ticketmaster. I mean, can you quantify it or qualify it inn any way?

We are not breaking that data out specific, it’s a lot of our secret sauce; because no one else in the industry would have the breadth of resources and data that we have. But we have said it out loud over the last couple of years that we believe the greatest opportunity we have, is 23,000 shows and a Ticketmaster, well over 100,000 events on sale, the greatest opportunity we have to grow this business, is to sell 10 more tickets to each event. You sell an extra 10, 20, 30 tickets to -- our 20,000 shows or Ticketmaster's 100,000 plus shows, those are millions of dollars to the bottom line, incremental high margin. And we believe the route to get there, was always the unsophisticated industry becoming more sophisticated with the way it markets and talks to its customers. So taking the three year ago historic unsophisticated industry that spend all their money on print and radio and [indiscernible] shotgun, to this year, we are tracking well over 40% of our marketing spend is now -- lets call it one to one digital, advertising directly to those 90 million Rihanna fans, when you have a Rihanna concert. Talking to them directly through our database, and finding like minded Rihanna facts and activating them. You look three years ago, we sent a billion emails a year, with basically the same campaign, and in 2013, we sent over 1.5 billion emails, and we had over 900 campaigns, customized to different customers to different targets with different offers. And most of those are ending up in a young kid's mobile phone, with some rich video or visuals, and the open rate of conversion is incredibly encouraging. So we do believe that yes, a lot of it is just us, using our data, our customer research and converting our marketing spend to be much more efficient and try to find those 10 or 15 casual fans, that are thinking to go to a Rihanna, but we weren't hitting them with a billboard on sunset, we are hitting with a very direct marketing campaign, and we have got tons of engineers working on algorithms, to figure out how to keep finding a casual and non-buying Rihanna fan, and get her to the next show. And we think the data will be the sweet spot and the unique differentiator on how we bring more and more fans to those current shows.

Thank you.

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

Thanks. Terrific quarter. Congratulations. Could you just clarify a little more, how your deal with Yahoo! is going to work? Are you going to own the content that's streamed, or do the artists own that?

Sure. Thanks John for asking. We are wildly excited. We spent the last couple of years, talking to a lot of different distributors, the obvious ones on, could we repackage some of our content, and not just provide it as a production fee, to help someone else's platform. But could we partake in the branding and the advertising. Kathy and Melissa saw the vision. The deal is in the simplest context, is they have agreed to underwrite the cost to deliver the content and shoot it. Obviously, we have already invested in the show, so we have done our part. We will then co-sell the advertising units, and we will show that on a 50-50 basis, once Yahoo! has recovered its cost basis. We are very encouraged, because we are highly subscribed already, talking to advertisers before we launched it. That's why we you saw me referencing my script, that we will -- this will be a positive revenue channel, almost A-1, and we get our Live Nation branding, which is very important to continue to show 800 sponsors and others, that we have the potential to take these 23,000 shows behind the scenes, on the stage and etcetera, to bundle up some great content. The deal is with Yahoo! The content is owned by both of us for the first, kind of broadcast of it, and then we will revert the rights back to the artist after a certain time period. So part of the value to the artist and keeping kind of the cost upfront low, is let us shoot your show. We don't plan on paying you. We are going to bring incredible audience to your show. We are going to shoot it quality, and we are going to let you reuse that content, when that was done.

Great. Thank you.

Thank you, John.

And we will take our final question from Doug Arthur with Evercore.

Yes. Joe, I just want to go back to you, some of your nuance comment on the third quarter. The --

Hey Doug.

Well the thing is, in the first quarter, the number of shows, the attendee per show were all sort of kind of on-trend. The big delta was the revenue per attendee was up 16%, it has been trending down year-over-year for the last few quarters. So obviously the arena, you have mentioned newer size of the arena impact in the first quarter. Is it -- the revenue per attendee, obviously, its hard to calculate a couple of quarters out? But I mean, is that something that could be based on the skew of shows you're seeing right now for Q3, and obviously at the festivals, etcetera. Could that be a positive surprise in the third quarter or is it too early to tell, get that refined on the mix?

So a couple of things. First of all, the first quarter as you said, there is obviously some mix in there; and the first quarter what you have, is really indoor, so you're seeing arenas, and theaters and clubs. But if you skew towards arenas, you will see just from that mix issue, some increased attendants per show and increased revenue per attendee, generally those ticket prices are going to be higher. So that's part of what you will see in the first quarter. As I talk about the third quarter, when I talked about being strong in the third quarter in particular, were festivals, and seeing our festival growth in the third quarter in stadium, and a lot of our stadium growth in the third quarter. Both of those venue types, just at a broad level, are high ticket price; because you are buying the more expensive full day ticket to the festival, and on average, your stadium pricing is going to be higher than your arena or amphitheater. So you should see some positive revenue per ticket or per ticket pricing from a mix in Q3 yet.

Okay, great. Thank you.

And this does conclude our question-and-answer session. I will turn the call back over to Mr. Rapino for closing remarks.

All right. Thank you everybody and we will talk to you all in Q2.

Ladies and gentlemen, this concludes the Live Nation entertainment first quarter 2014 earnings conference call. You may now disconnect.