Good afternoon. My name is Cody, and I will be your conference facilitator today. At this time, I'd like to welcome everyone to the Live Nation Entertainment Third Quarter 2016 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 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 description of risks and uncertainties that could impact the actual results. Live Nation will also refer to some non-GAAP measures on the call. In accordance with SEC Regulation G, Live Nation has provided a full reconciliation of the most comparable GAAP measure in the earnings release. The release reconciles and other financial or statistical information to be discussed on the 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. Please go ahead, sir.

Thank you. Good afternoon and welcome to our third quarter 2016 conference call. Live Nation had a record third quarter and 2016 is on track to deliver another year of record results across revenue, AOI, and free cash flow. For the quarter, revenue was up 23%, AOI up 15% at constant currency, and free cash flow up 21%. Our core divisions of concerts, ticketing, and Advertising, each delivered their strongest quarterly AOI results ever. Our concerts business is our flywheel, attracting 28 million fans to shows globally in the quarter, which drove record results in our ticketing, Advertising and on-site businesses. Our performance demonstrates how Live Nation has created the most unparalleled live platform, leveraging concert scale to drive growth across the full Live ecosystem. Our concert and ticketing sales continue to pace well ahead of last year and this give us confidence that 2016 would be another year of record results for Live Nation overall and for each of the core divisions. Looking at the concerts flywheel in the third quarter, we had 16% more fans attend over 6,000 shows, growing revenue by 27% and AOI by 38% year-on-year at a constant currency. Year-to-date, we have grown our fan base by 16% to 56 million on our way to we expect to be a record-setting 70 million fans attending Live Nation concerts in 2016. As we have discussed, increasing on-site monetization has been a major focus and year-to-date, we have increased average per spend at our festivals and amphitheaters by 10%, while growing attendance 13% at these events, thereby increasing total on-site spend by $70 million at constant currency. This high-margin spend has been a key driver of our growth concerts profitability in 2016. We have also benefited from ticket pricing initiatives; notably increasing the price on the most…

Thanks, Michael. Looking at our business segments; first concerts. Live Nation concerts revenue in the third quarter was up 27%, and AOI was up 38% at constant currency. The revenue growth was driven by a 16% or 3.8 million fans increase in attendance for the quarter, with a 4% increase in show count and an 11% increase in attendance per show. Over our key summer months across Q2 and Q3, we increased fan attendance by over 7 million. Just this growth on a stand-alone basis would make us the third largest promoter in the world. Our growth was led by five artists performing to over 1 million fans each so far this year, including Beyoncé, Coldplay and Rihanna, all of whom performed both in the U.S. and internationally as we continue expanding the global terrain of our artists. And while our growth was led by stadium attendance of over 4 million fans so far this year, amphitheaters, arenas, festivals and theaters and clubs all increased their fan bases for the quarter. From a geographic standpoint, North America drove much of the fan growth for the quarter with a very strong amphitheater business, so for the full year international fan growth continues to be over 20% year-on-year with strong growth across all building types. Looking to how we'll finish off the year in concerts, through October, ticket sales for shows this year are up 14% to over $61 million. And while we have a number of very strong tours in the fourth quarter and expect to get to 70 million total fans for the year, it does imply from a timing standpoint that the overall activity level in Q4 is a bit shifted into Q3 this year. As Michael discussed, we made great progress in growing our fan spending at the…

Thanks, Joe, and good afternoon, everyone. I will start with our results for the third quarter. Revenue increased by 21% to $3.17 billion, and AOI was 14% higher than last year at $303 million. On a constant currency basis, revenue improved 23% to $3.22 billion, and AOI was $304 million, up 15% over last year. Free cash flow was $251 million for the quarter, an increase of 21% over the third quarter of 2015. As we entered the fourth quarter, our concerts deferred revenue for tickets sold for events in the future was $417 million as compared to $441 million in September last year. The majority of our revenue growth in the third quarter was driven by a 25% increase in concerts with a significant increase in stadium activity globally along with increased show count in both amphitheater and arenas shows in North America. Ticketing revenue was up 7% over last year with higher volume in both our primary and resale businesses. The growth in our concerts business also largely drove the 14% increase in AOI over last year. Operating income in the third quarter was $191 million, 25% higher than last year and net income for the quarter was $111 million, up 25% over the third quarter of 2015, both driven by the increase in AOI. Moving on to the results for the first nine months. Revenue was $6.56 billion, an increase of 19%, and AOI was up 17% to $557 million. On a constant currency basis, revenue improved by 21% to $6.65 billion,; and AOI was $562 million, an increase of 18%. Free cash was $373 million, 15% higher than last year. The majority of our revenue growth for the nine months was again driven by the concerts segment, which was up 23%, primarily from the increased activity…

Thank you. And we'll take our first question from David Karnovsky with JPMorgan.

Two questions, first, on ancillary revenue. You're now largely through two seasons with Legends as your concession partner at some your North America amps. Can you give a sense for how far along you think you are driving higher net revenue per fan? And how much opportunity remains at the amphitheaters than maybe at some of your other venue types? And then secondly, your release mentioned that you've been able to increase prices for best seats at your concerts. In the past you mentioned that price in front of the house close in a market should allow you to lower prices for the back of the house, which should in theory increase attendance. Just wondering if this is dynamic you're seeing play out. Thanks.

I'll start and Joe can jump in. On the ticketing, I think it's a double strategy. I think we've kind of stated over the last few years that just generally getting better at dynamically pricing the house, the concert business historically had been a very simplistic pricing model three or four different tiers for the same concert and all the same markets. So we've been a big advocate over the last few years of pricing the house differently on a Friday night versus a Monday in New York versus Chicago and also adding as many different scaling to the house as you can through the purchase cycle. So we've done it on both sides. We had great success on the Groupon side and looking at the discounted lower end of the ticketing business and that's driven purchase. And we think we have the start of a huge opportunity as everyone talks about the VIP secondary $8 billion, all of those facts that are used that they're still a big piece of business that customers and scalpers are accessing through our content. So we think we have a lot of opportunity on the front end of the house to keep pricing it through VIP, Platinum, P1, so the artist can share in the upside versus the secondary business. And we think as we also lower and look at discounts and ways to price the bottom end of the house, we've been driving overall growth per show as well as ticket sales per show. So, both of them working as planned and we think the big runway still ahead of us is we know that there is still hundreds of millions of dollars in secondary ticket. Revenue on top of what we're charging for P1's to date that provides opportunity.

And David, this is Joe. On the ancillary, first of all, I mean, we've been very happy with Legends. They've done a great job ramping up and improving the offering to fans at our amphitheaters as we thought I think last year, with them getting their feet wet, making a few improvements. This year was really making those improvements at scale, experimenting at scale with wine bars, grab and go, craft beers, generally improved offering, and we've shown you the numbers from their doing that. That said, we absolutely believe we're still in the second, third inning of the improvements. I think we continue to benchmark ourselves against a well-performing ball club, and which extends the (23:22) per caps there in the $30 plus range and you see us in the $20s. And I think as we continue to improve the offer both for the mass offer, as well as continuing to target the VIP high-end people that want the great experience on the night out, that between those two areas we'll continue to be aggressive in driving the per cap spend over the next few years.

Okay. Thanks a lot.

Thank you. We'll now move on to our next question from Ben Mogil with Stifel. Benjamin Mogil - Stifel, Nicolaus & Co., Inc.: Hi, good afternoon. Thanks for taking my question. So, I've got two of them. First one, so, Michael, in your prepared remarks, or actually I think in the press release, you talked about some of the extra artists payments that you were able to make to artists this year, sort of tied to the increase in ticket price, and sort of similar to what we hear companies sort of call out how much they're paying their suppliers. So, maybe you can frame that a little bit more for us, should we sort of assume that the splits that you have with the artists are unchanged, and that this increase is something that you're going to share in as well? Are you sort of trying to give a sense then of from a competitive positioning obviously the more money an artist gets the more likely they are to tour with you? I'm sort of curious around the commentary around the artist extra payments this year?

Nothing structural about the comment, nothing new on the splits. We absolutely like to remind the artist and the community that we spend over $3 billion to $4 billion a year paying the artists for their art. And I think as you've seen a lot of the other battles going on in the business, we've always believed that Live Nation could be an artist-centric, and having the artists aligned to our agenda has helped us grow the overall pie. But first and foremost, you have to pay the artist for his art. And that comment was just showing you, as we increase our business, the artist is doing well as well as our core business of growing our profitability. Benjamin Mogil - Stifel, Nicolaus & Co., Inc.: That's great. Thanks, Michael. And then one, I'm not sure for Michael or for Joe. On the ticketing, you certainly had nice growth in the secondary gross transaction value and it looks like kind of year-to-date you're in the same zip code as a StubHub in spite of (25:34) obviously, being significantly larger. So when you look at the secondary market, are you seeing the market grow and both of you are taking decent share? Maybe you can talk about the market growth as well as the competitive dynamics between the two of you and if there are any other players that you wanted to talk about as well?

Yeah. I think absolutely the market continues to grow, but we're taking share. No question. And yes, StubHub is, I think this year, had reasonable growth coming off some issues they had last year. But our focus is really just our belief that if we give fans a great offer, if we give them a great product, and it all starts with that product, primary and secondary together, leveraging the scale that we have of people coming to Ticketmaster and our ability to reach those fans by direct marketing to them that we will continue to grow and take share regardless of what everybody else does in the market. Benjamin Mogil - Stifel, Nicolaus & Co., Inc.: That's great. Thanks, Michael. Thanks, Joe.

Thank you. We'll now move on to our next question from John Janedis with Jefferies.

Thank you. Joe, your comments around bookings for 2017 were helpful given how strong this year has been to-date, and I guess the potential for next year to slow, so understanding you're not going to guide, is there any reason why bookings would come in significantly earlier for next year relative to this year?

No, I think we're on a similar cycle as we were on last year. We just see a great pipeline of shows next year and wanted to make sure everybody understood that, that we didn't get some view that this year was unusual in the volume of activity that we had, and we're looking to enter next year very strongly.

Okay, that's helpful. Thanks. And then separately, I guess, given the ongoing currency and macro headlines, can you give us an update on your international M&A pipeline?

I love this, the simplistics of it. Yeah, let us lay it out for you. I think our pipeline on M&A continues to be, whether it's in America or international, we'll continue to look to build our scale in our core business. And whether it's a promoter in Nashville that can excel our business, a festival in America or in South America, we continue to look at promoters as well as festivals that can excel our inventory and that we can manage and build our flywheel around. So, we have an ongoing, always an ongoing active list, and we think we can continue to add a lot of bolt-ons that will continue to drive our overall scale at the right return.

Thanks, guys.

Thank you. We'll now take the next question from Jason Bazinet with Citi.

Thanks. Can I just go back to the per cap spending objectives? I think you guys have laid out this $5 per guest bogey. When you say you're in the second or third inning now, does that imply the we've sort of booked a $1 of that-ish so far off of that goal?

No, no. Well, again, we've got a lot of fans. So, what we've done is in our amphitheaters and in our festivals, we grew at each of those about $2 per fan this year from the numbers I gave you. That represents roughly $15 million fans between those buildings that we operate where we have those initiatives with Legends on the amphitheater side and various folks on the festival side. So, I'm just speaking macro general terms. We've tested, we've tested at scale, we've delivered some results. There is now the opportunity to take to full rollout and scale some of those learnings as well as continue to increase the merchandise you were doing for all fans and a big step still to come in how we're delivering the experience on the VIP high-end.

Okay, thank you.

Thank you. We'll now take our next question from Doug Arthur with Huber Research.

Yeah, couple of questions. Looking at the margin in the concert business in the third quarter, obviously, that is a number that's moving up a lot, that's been one of your objectives, but the big number this quarter, how much of that is just sort of an extraordinary mix of tours out there this year and how much of it is sustainable? Then I have a follow-up.

Sure. Well, obviously, we've had a very good season in our amphitheaters, Doug. And along with a lot of the...

Did you get that, Doug?

I heard it. Yeah, I heard it.

I think it was a record actually, but you've got to check those sources.

But I'm sorry, joking aside, we talked about the on-site ancillary spend, a lot of that is higher margin spend in terms of how that flow through for us, so nothing extraordinary in terms of the talent or the splits or the payments or anything like that with – on the artist side, really I think you're seeing the pickup is more because of the ancillary growth than anything else.

Okay. So that sort of follows into – spills into my second question, which is we've kind of beaten around here a little bit, but your average revenue per attendee in this quarter approached almost $90 on average for all attendees. How much of that is a function of the mix in the quarter, because you had big stadium action in both Q2 and Q3 as opposed to the ticketing strategies and the ancillary or is it all the above?

Well, it's all the above clearly, but you can parse out, we've said it was a couple of dollars per fan on the ancillary. So, a lot of that is going to be your stadiums and then within the stadiums, the conversation we've been having about really focused on how we price, particularly the front of the house, capture the value to reduce the leakage that goes into the secondary that the artist doesn't benefit from, and that further takes that up; in stadiums, but also that takes place in amphitheatres and arenas.

Got it. Okay, thank you.

Thank you. We'll now move on to David Joyce with Evercore ISI.

Thank you. In terms of the better pricing of the house, how much further throughout your footprint are you are able to roll out those strategies and learnings?

I mean, let's leave the theater and clubs separate, but all amphitheater, arena and stadium shows, just given every day that the secondary business is transparent and alive online, is an opportunity for the manager and the promoter and the agent to figure out how to capture more of it. So I would say all – the thematic overall in every conversation we have about a tour or a show with the manager and an agent is how do we make sure we capture more of the marketplace. So, I would say that, we've said it over the last couple of years to slower process because of the fragmented business of a lot of managers and a lot of agents and lot of artists, but overall, thematically every artist, most manager and agent show represents a huge upside potential if they price the house to demand. And we think we have year-after-year, it will grow bit by bit as we increase the Platinum whether its VIP; however, the tool is, but we think most of our shows still have a huge opportunity on the revenue side.

Thanks. And on the Sponsorship and Advertising side, granted you called out the British pounds currency impacts, but are there any regions where the sponsors are stepping up some activity or maybe pulling back that we should be thinking of – and...?

Yeah, this is Joe. Not at all. I mean, we call it out in particular Sponsorship side, that's the piece that was really hit by the pound when you look at the different divisions and that's just the – where we have a lot of festivals, so where we have a lot of growth in our Sponsorship business. And that's really all there is to it. Then we're not seeing anything else geographically that would cause us any issues.

Okay. And then just a final housekeeping question for, Kathy. You mentioned after your refinancing the $250 million of extra cash on hand, is that incremental to the $179 million of free cash at the end of the quarter?

Yes, it is because that $179 million is as of September and we completed the refinancing at the end of October.

Great. Thank you very much.

Thank you. We'll now move on to our next question from Kyle Evans with Stephens.

Hi, thanks. You've made good progress growing your business with the 50-plus brands who spend over $1 million a year with you and you got 95% visibility on that for the year, what is the average length of those contracts and what kind of visibility do you have going into next year? And I've got a follow-up. Thanks.

So, if I split Sponsorship from Advertising, Sponsorship is about two-thirds of our business. The majority of those contracts are multi-year, anywhere from two to four years probably on average. And on the online Advertising side it tends to be shorter lead frame, generally within the year. So, across all that you'd expect to enter – by the time you're somewhere in the Q1, you have north of 50% of your revenue booked for the year.

Okay, thanks. And my follow-up is if you have started telling the fraud free integrated primary, secondary ticketing story to consumers, I have missed it. It sounds very compelling. When do you expect to push that out and get after StubHub? Thanks.

Was it fraud-free? I missed the...

Well, I guess what I'm saying is you have a unique, because you're on the barcode, you have a better chance that nothing is fraud-free, right?

Right.

But you have a pretty compelling value proposition to make relative to StubHub on the integrated, and because you can do a better job on the fraud front. I don't feel like you have told that story to consumers yet. First off, am I right? Second off, when will you do that?

Yeah. What I would say is we have not said it in – using TV commercials, broad media approach. I think if you look on sites or you look in some of the e-mail communication we do, absolutely it's been communicated. Clearly, we work with all of our clients and figure out for their fan base is, particularly on the season side what's the right way to communicate with the season ticket holders around where and how they should be selling their tickets. And I think that's going to be more of an organic ramp-up in terms of how we do that. We're not planning on doing it using TV commercials.

Okay. Thank you.

Thank you. We'll now take our next question from Rich Tullo with Albert Fried. Rich R. Tullo - Albert Fried & Co. LLC: Hey, congratulations on a great quarter and thank you for taking my question. As I look at concert numbers, international was down a bit by roughly – are you with me? Hello?

Yeah, yeah. Rich R. Tullo - Albert Fried & Co. LLC: Okay. International's down a bit by something like 200 events year-on-year, but attendance is up nicely. So can you explain what's going on there? And are you rationalizing international and positioning for better growth?

No, no rationalizing. We're growing the business, whether we have some – 200 shows would have most likely be at the lower end club theater style that aren't overly relevant to the revenue, but as far as our core arena business, stadium business over there and bigger theaters continue a aggressive growth mandate as what we've been doing there. And we had a very good year in 2016 growing overall attendance and at our key festivals. Rich R. Tullo - Albert Fried & Co. LLC: Yeah, thanks for that.

Hey, Rich, this is Joe. Just again, to repeat the facts as I gave it is, year-to-date through three quarters international fan attendance is up 20% year-on-year, and we've had growth in all building types in terms of fan attendance. Rich R. Tullo - Albert Fried & Co. LLC: Okay. On the ancillaries, how much of that $2 incremental is due to VIP versus merchant services at the lower tier?

It would be mostly – most of our business is food and beverage, is where we're going to grow most of our business. And quite honestly, most of it is wet because experientially at a concert one likes to have a beer and other. So, our business and where we focus mostly on is our food and beverage, is where the $2 is mostly coming from and where we think we still have a huge opportunity ahead of us. Rich R. Tullo - Albert Fried & Co. LLC: Thank you very much. Appreciate it.

Thanks.

Thank you. And we'll now take our final question from Brandon Ross with BTIG Financial Services.

Hi, guys, thanks for taking the question. A couple of questions on ticketing. First, a few weeks back, the SportsBusiness Journal reported that the NFL owners had agreed not to extend their primary ticketing deals past 2017 as they look at new ticketing models for their teams. I think the NFL Ticket Exchange deal is also up at the end of 2017. Are you guys involved in the creation of this new ticketing model? And if not, are you worried the NFL could create their own ticketing company like Major League Baseball did? And then on secondary ticketing, it seems that you meaningfully decelerated in secondary growth in the quarter. I know you said that we'll see a reacceleration in the next quarter, but was there a reason for the deceleration? With more domestic concerts in the quarter, we thought there might be a further acceleration due to primary, secondary integration. And then I have one on the media business after.

So Brandon, on the NFL, we're very aligned to their process. It's very typical that the leagues, when they're making these decisions, kind of try to rally all of the owners and have a step back, so we're involved. We ticket most of the football stadiums as well as we head a corporate NFL deal on secondary, and we're involved in the process and we will evaluate at the end as we look forward – as the process gets underway, what's best for us and them. But right now we continue to have great conversations and we fill a lot of their stadiums. So I think we'll look at that and we'll know further sometime next year. On the secondary...

Yeah, yeah, on the secondary, so again just to be clear, Brandon, I didn't just say we'll generally improve in Q4. What I said is, October had an acceleration from Q3. So it's not to come, it actually is what's happened over the past month. Part of what exists for us is if you remember our deals, as you just said with the NFL, with the NBA, and then we tend to have high performance really driven at the concert on sale in the first week of the on sales drives a lot of that integrated secondary activity. And you'll see the 2017 concert on sales much more in Q4 than Q3, so we just have a natural period of much greater activity which will leverage all the fans coming to the Ticketmaster site in Q4 than we had in Q3.

Great. And then just on the media business, especially video. To date you've made smaller investments seemingly to extend your Sponsorship & Advertising business and have mostly used third-party platforms. Do you think there is an opportunity to build a larger media business for you guys with new revenue streams, and do you foresee a continuation of a distributed video strategy or could we see more in the own platform in the future, such as the Live Nation app? Thanks.

Yeah. Brandon, as we've discussed, we think as most people are going through our – that content isn't core to their DNA, publishing to the eyeballs right now is kind of the risk-free version, so we like taking our festivals and our content and publishing them on and selling them through the published arms, whether it's our Snapchat deal with our festivals or selling our Justin Timberlake concert movie to Netflix or the show we sold to HBO on one of our concerts or Facebook Live. So, we think our core business is to take our 26,000 shows, create a great opportunity for advertisers to access 70 million fans onsite, and anyway we can amplify those shows and add more ad units to our portfolio, we think the best model right now is to put those festivals on a Snapchat medium and drive advertising and incremental advertising that way. We always double up and we air our content on LM.com in our app, but like most people are looking to our core is our concerts and the publishing path for us is the way that we can get much better eyeballs and more drive add units right now for our current ad users. If there was a great platform with scale, great, but I don't think you'll see use our balance sheet to try to create an access TV or a concert TV or spend a fortune trying to be destination driven. I think our job is, we're going to make most of our money on 26,000 shows and 70 million people showing up, selling advertisers who want to be part of the onsite and then amplifying onsite through the great publishing strategy where we can also monetize it without having to build the pipe.

Got it. Thank you very much.

Thank you, everyone, and this concludes the Live Nation Entertainment third quarter 2016 earnings call. You may now disconnect.