Live Nation Entertainment, Inc.

been saying don't ever change i think it's too late

I don't know if it's superstition But it feels like I'm on the right track And I'm not dumb, I know you're suspicious That you might not get the old me back I don't give a damn if I'm bleeding out change i think it's too late my baby i'll give you a minute i'll say how i feel if you promise me that you listen don't worry the change has got nothing to do with you now it's got everything to do with me and how i grew out my old self my old

no space and I understand if you won't stay I don't give a damn if I'm bleeding out that's fine but I've been afraid of you leaving for some time I don't give a damn if I'm bleeding out that's fine but I've been afraid of you leaving for some time and how you gonna like me if you don't I think it's too late. I'm getting ready to go. Let this party go. We'll be right back.

I'll be singing through the day and sometimes I'm in trouble. I'll be wearing diamond rings and maybe a jungle. Sometimes I can be extreme, I'll never go home. Keep my money coming, don't be dancing till we're done. We'll be right back. We'll be right back. Good day, everyone.

My name is John, and I will be your conference operator on today's call. At this time, I would like to welcome everyone to Live Nation Entertainment's fourth quarter and full year 2022 earnings conference call. Today's conference is being recorded. Following management's prepared remarks, we will open the call for Q&A. Instructions will be given at that time. 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, including 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 their earnings release or website supplement. which also contains other financial or statistical information, to be discussed on this call. The release reconciliation and website supplement can be found under the financial information section on Live Nation's website at investors.livenationentertainment.com. It is now my pleasure to turn the conference over to Michael Rapinoe, President and Chief Executive Officer of Live Nation Entertainment. Please go ahead, sir.

Good afternoon, and thank you for joining us. In 2022, fans around the world continue to prioritize their spend on attending live events, particularly concerts. Our research consistently tells us that concerts are a top priority for discretionary spending and one of the last experiences fans will cut back on. And we're seeing this play out in both our 2022 results and early indicators for 23. With the strong demand, last year in the concert business, we had 121 million fans attend our shows across 45 countries. While in Ticketing, we help connect 550 million fans with their favorite artists, teams, and performers. In both cases, the majority of our growth came from international markets, further reinforcing the global nature of untapped fan demand and the opportunities we have for growth as we help artists reach more fans with their live music. Before getting into details on our division, just to note that 2019 is the best comparison for us in terms of understanding our results. So most of our metrics will be relative to full year 2019. In concerts, despite many markets still closed for part of last year, we grew attendance by 24% to 121 million fans at 44,000 events, which drove revenue up 43% to 13.5 billion. This growth came from all markets and venue types. Every venue type from clubs and theaters to stadiums to festivals had double-digit attendance growth. We invested $9.6 billion in putting artist shows on in 2022, working with the largest superstars to artists just getting started and all those in between. This is up 45% and further reinforces our role as the largest contributor to artist income. As part of this, we helped shift $700 million to artists with more market value ticket pricing, even as the entry price to a show stayed below $35 in the U.S. Typically, 90% of ticket sales for Live Nation shows go to artists. This is particularly important as artists are increasingly reliant on touring as they get much smaller rev shares from other music revenue streams. Part of our fan growth continues to come from the venues we operate globally, hosting almost 50 million fans in 2022, with international markets, again, delivering the majority of our growth. And at Venue Nation, we continued our focus on elevating the fan experience and providing a range of options for enhanced products and services. As a result, last year we grew our average revenue per fan by 20% at all venue types. In ticketing, our strategy for success is simple. We focus on developing the leading software for venues. To ensure we deliver the best enterprise platform, we invest tens of millions of dollars every year to continue innovating every aspect of ticketing, technology, products. Artists are the venue's largest clients. And we're regularly being asked to create new products to help address their ticketing needs. Amongst our innovations are products such as Verified Fan, designed to help artists cut down resale. And we've seen this used successfully for over 400 tours, including the most recent on-sales for Beyonce, Madonna, and Morgan Wallen. Generally, Verified Fan on-sales have approximately 5% of inventory end up on resale sites, versus 20% to 30% that is typical for non-verified fan-on sales. Venue and their artist clients do results in the ticket sales, which is the large part why so many venues choose to work with us. Looking at our 2022 results, we grew fee-bearing ticket volume by 28% to $280 million, which in turn drove our fee-bearing GTV up by over 50% to $28 billion across 38 countries. As a result, our ticketing revenue was 2.2 billion, up 45%. Along with these results for the year, we signed 23 million net new tickets in 2022. 70% were with international clients, setting the stage for continued global growth. In our sponsorship business, we have seen that brands are as eager as fans to re-engage with platforms. In 2022, we had 120 large strategic sponsors globally across our businesses. 32% more than we had in 2019, including brands such as PayPal, GoPuff, Hulu, and Snap. These large partners drove over 80% of our growth with overall revenue up 64% to 1 billion. As with concerts and ticketing, our international markets led this growth with international sponsorship ROI up 70%. Looking ahead to 2023, As we now have many of our 2023 shows on sale, we continue to see strong consumer demand globally with no sign of any slowdown. We have four key leading indicators at this time of the year, all pointing towards another record year and even greater success in 23. First, our deferred revenue at the end of 22 was $2.7 billion, up 125% from 2019 and 18% from 2021. which benefited from a high volume of rescheduled shows. Next, as of mid-February, ticket sales for our shows this year exceeded 50 million fans, up 20% from this point last year, with international growth at 25%. Then our global ticketing fee-bearing GTV is up 33% to 9.8 billion through the same period. And finally, over 70% of our planned sponsorship activity for the year is confirmed, again up double digits relative to this time last year. Before I turn it over to Joe, I want to comment on the regulatory environment and industry reforms. On the regulatory front, the ticketing industry is more competitive than ever, and our market share has gone down, not up, since the merger. Because of the competitive bidding process, venues regularly take more of the economics on every renewal, as they set and keep a majority of the service fees. In signing the extended consent decree related to the Ticketmaster merger, we remain in constant conversations with the DOJ monitors and do not believe there have been any violations. On ticketing reforms, we believe the greater transparency on the entire ticketing ecosystem will improve the industry, and we've been engaging with policymakers to advocate for reforms. The biggest challenge facing the industry is the chaos at the on-sale, where fans can't get the tickets at the price the artist sets yet they see pages of secondary sites with tickets five times face value because of scalpers. This has been a big topic in the industry and conversations at the Pulsar Live conference this week, focused on how to protect the connection between the artist and their fans. To help drive progress, we launched the Fair Ticketing Act, which says artists should decide resale rules. Selling speculative tickets should be illegal. The scope of the BOTS Act should be expanded and enforced. And it needs to be industry-wide, all-in pricing, so fans see the full cost they are paying up front. Artists create their music and their concerts. It's only fair they create their ticketed roles, too. We will always be on the side of the artist who is the best advocate for their career and their fan base. With that, I will turn the call over to Joe to take you through more details.

Thanks, Michael, and good afternoon, everyone. Given the uniqueness with our seasonality in 2022 after emerging from the pandemic, I will largely focus on our annual results. And as with prior quarters, 2019 is the best comparison for us in terms of understanding our results. So much of our discussion will be relative to full year 2019. For the company, our reported revenue of $16.7 billion for the year was $5.1 billion better than 2019 for an increase of 44%. On a constant currency basis, our revenue was $17.3 billion for the year. So there was roughly a 4% unfavorable impact due to the strengthening of the U.S. dollar, primarily against the euro and the pound. Our reported AOI of $1,407,000,000 for the year was also a record for the company $465 million better than 2019, up 49% led by an improvement of $345 million in ticketing and $226 million in sponsorship. On a constant currency basis, our full year AOI was $1,464,000,000. The FX impact was negative $57 million or 4%. And we've converted roughly 69% of this AOI to adjust the free cash flow of $967 million, leading to a year-end free cash balance of nearly $1.8 billion. Net income for the year was also a record at $296 million, $226 million better than 2019, resulting in earnings per share of 64 cents. Let me give a bit more color on each division. First, in concerts, we had the most concert fans ever with 121 million fans attending our shows in 2022, up 24% compared to 2019 when we had close to 98 million fans. Show count was 43,600 events, up 8% compared to 2019 with more fans per show due to a heavier mix of stadium and festival events. As a result, Our concerts revenue for the year grew by 43% to $13.5 billion while we delivered $170 million of AOI. Looking a bit deeper at our fan metrics, we had strong growth across the board. Stadium attendance more than doubled to 18.4 million fans this year, up from 7.8 million fans in 2019. Festival attendance was 13.2 million fans for the year, up over 30% from 2019, with premier events including Rock in Rio in Brazil, Rock Verter in Belgium, Reading and Leeds in the UK, and Lollapalooza in Chicago. Arena, amphitheater, and club and theater attendance were all up double digits. And finally, our international fan count grew by nearly 50% in 2022, fueled by a tremendous outdoor season in the UK and across mainland Europe, and very strong growth in our South America markets, as well as the addition of OSES in Mexico. Giving you more details on ancillary per fan revenue by venue type, in our North America amphitheaters, ancillary per fan revenue was $37, an increase of $8 per fan over 2019 levels, or over 25% growth. At our major festivals globally, increased spending on concessions, camping, and VIP experiences, drove ancillary per-fan revenue up nearly 30%. And at our theaters and clubs in the U.S. and the U.K., ancillary per-fan revenue increased by 20%, driven by higher concession sales, fast lane entry, night-of-show upgrades, and the move to cashless payments. As we have discussed in past quarters, we've had some headwinds associated with labor and supply chain cost pressures at venues we operate. notably amphitheaters and festivals, as well as costs related to the reopening of our international markets during the year. Despite this, we still increased our per-fan profitability, taking into account our company-wide revenue streams for fans attending shows at our venues. We have seen these pressures subside in recent months and do not expect the same level of impact in 2023. With this, along with our ongoing revenue initiatives and continued cost focus, we expect to continue to grow per fan profitability in 2023. Next, ticketing, where our numbers reflect sustained fan demand for the live experience. In 2022, we sold 281 million fee-bearing tickets, up 28% compared to 2019. It was the first year that our fee-bearing ticket sales exceeded non-fee-bearing ticket sales as we continue to build our global non-sports client base, particularly in international markets. With this increased ticket volume, GTV for the year was $27.5 billion, up 54% compared to 2019. Ours continues to be largely a primary ticketing business, with secondary ticketing accounting for only a mid-teens percent of our overall GTV. With this activity level, revenues are over $2.2 billion for the year, with AOI of $830 million. As we projected last quarter, we delivered full year margins in the high 30s, coming in at 37%. On the pricing front, average ticket prices on primary tickets rose by 17% compared to 2019, driven by fan demand for the best seats at premier concert and sporting events. Secondary ticketing pricing also rose by 12% on average, and so the average secondary ticket price in the U.S. remained more than double that of a primary ticket. This shows the extent to which concerts and other live events remain priced below market value. We also saw revenue from non-service fees grow double digits as we further build ancillary revenue streams, including insurance upgrades and other upsells. Lastly, as Michael noted, we signed 23 million net new tickets and expect these client wins will help drive an increase in fee-bearing tickets sold for this year, positioning us for ongoing growth. Before leaving ticketing, I wanted to add a few comments on the regulatory front that Michael spoke to. There's been a lot of discussion lately about so called junkies we tend to get thrown into that conversation, because the compensation to venues to help run their businesses. And the ticket master to distribute tickets is separately called out as a service fee instead of embedded in the price of the ticket. Very few people understand that and even fewer understand that most of the money goes to the venues, they think that service charges are just some arbitrary add on the ticket master pockets. which is not the case. We agree that real junk fees, hidden charges attached to goods and services that obscure the true price, should be illegal as one of the reasons we're advocating for legislation mandating all-in pricing where the consumer first sees the total price he or she is going to pay as well as the breakdown of any fees. There are a range of other policy points that we're advocating for because we're strong proponents of artists and content rights, but none of these have a direct material impact on our business. Finally, it was a record year for our sponsorship business with top line revenue of $968 million, up 64%. Our AOI for this high margin business was $592 million, up 62%. Looking back at sponsorships growth during the year, our festival business increased by 75%, and our platform integrations more than doubled. Once again, we had high growth in both on-site and online sponsorship of 61% and 64% respectively compared to 2019. Our international markets had an exceptional growth rate this year with AOI increasing by over 70% compared to 2019 due to greater festival activity across Europe and our expanding business in South America and Mexico. A few other points on 2023. While it's still very early in the year, based on current FX rates, we project very little impact on our revenue and AOI this year, less than 1%. We expect CapEx to be approximately $450 million this year, with two-thirds on revenue-generating projects, including new venue builds and renewals, as well as other organic investments to support our growth. This is slightly higher relative to the past few years as we come out of supply chain constraints and generally tight spend controls. However, as a percentage of revenue, this is well within our historical range and consistent with our growth trajectory. We ended the year with $2.3 billion of available liquidity between free cash and untapped revolver capacity, giving us sufficient flexibility to continue investing in growth. As you're aware, in January we issued $1 billion principal amount of 3 1⁄8% convertible senior notes due in 2029. As part of that transaction, we then developed a hedge to increase the effective convert price to $144. We used roughly half the net proceeds to repurchase the 2.5% convertible notes that were due in 2023, meaning we expect minimal dilution from this convert offering. We're comfortable with our leverage over 85% of our debt is at a fixed rate with an average cost of debt of roughly 4.7%, positioning us well in this interest rate environment. In addition, the majority of our debt is long dated and nothing is maturing within the next 18 months. Given that we're at the beginning of the year, we want to provide with more guidance on a few line items below AOI, which impact our earnings per share calculation. We anticipate the non-cash compensation will be largely in line with 2022, and acquisition transaction expenses will run about two-thirds of last year. As we continue our global expansion, we expect appreciation and amortization to grow by approximately $50 million for the year, evenly phased amongst the quarters. Given our recent financing, interest expense will increase to approximately $90 million per quarter. We're projecting accretion to be about 25% higher than last year, resulting from stronger forecasted future performance at a number of our joint ventures. And we anticipate that NCI and income tax expense will grow in line with AOI. With that, let me open the call for questions. Operator?

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. And for participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment please while we poll for questions. And our first question comes from the line of Brandon Ross with Light Shed Partners. Please proceed with your question.

Yep, thanks for taking the question. You laid out your prescription for solving many of the structural issues in ticketing today, but there's a lot of elected officials and fans that think you're way too big despite the slipping share that you highlighted. And I want to know why are both your ticketing and promotion businesses so dominant today? And why wouldn't a more competitive industry solve any of these issues at hand with the ticket buying experience?

Thanks, Brandon. It's Joe. I think when you look at our business, our business in both concerts and ticketing have been successful because they very effectively serve their constituents. So on the concert side, I mean, if you go back to 10 years, we in AEG were roughly similar size. We've had a very focused strategy of super serving the artist, which has led to a lot of success in terms of continuing to work with more of the artists. And ticketing, we have the best product out there, full stop. Michael spoke to why it is we've been effective continuing to work with a large number of venues because we have the best software out platform for them and we work with them to develop tools and products for artists who are their key constituents when figuring out where they're going to be touring. So it's hard to answer your question with where would we be if we didn't have someone who developed such great tools for the venues and served the artists so well. I think we would have a smaller industry. I think we have consistently grown the industry through our approaches to the business. And overall, the ecosystem is better for it.

Okay. And then you talked about the amount of junk that's in ticket fees, and it's a huge concern of, I think, fans and regulators. the amount of fees or the percentage of fees that go into each ticket sale. Can you get a little more granular on why ticket prices are so high? What percentage of the fees goes to you and what is quote junk? And then you have these growing junk fees. You're giving venues a bigger and bigger cut. And now there's the consumer and regulatory pressure. Why shouldn't investors be worried about the sustainability of the ticket master and and the Live Nation O&O venue ticket fees as we look to the future?

First, correction, these aren't junk fees. Junk fees are low-value hidden fees that show up later. This is our version of the markup of the base wholesale price of the product that's shared by us in the venue. So Amazon collects 50% of the retail price Apple collects 30%. So this is a version of the amount of the money that goes to the venue for the services they provide, Ticketmaster for the services they provide. So it's not junkies. What we've said is the majority of the fees go to the venue, and typically when you renew with a venue because of the competitive nature of the bidding process, more of the fees goes to the venue. I don't think it makes much sense for us to give exact breakdowns because then the Obviously, everybody below the average in the next discussion wants to get to be above the average. And so it's not a very commercially wise move for us to give those specific numbers. But generally, that's been the trend, and that's what's been happening. The venue sets the fees, and the venue's costs have been going up. Service fees have been going up. I think it would be a very unique situation where you would tell the building what their fees could be. I think it's more likely you've got an all-in pricing situation. where they see the total cost upfront quite transparently. And frankly, if you were to cap fees, what would end up happening is you then have increased rent and other costs to the artists would go up because the venue needs to recoup their costs as part of the overall ecosystem.

So you're saying if ticket prices or ticket fees were regulated, then ticket prices would just stay the same because they would just be passed on in another way?

It's very possible that that's what happened, yeah.

Okay, thank you. Historically, Brandon, there was a division on what the artist was charging to the consumer and then what were the added revenue streams or fees that were going to be added on top of that. And it's kind of been church and state historically. But now, as you know, we've said it many times, the artist takes most of that ticket fee face. So the way that the venue, the promoter, the ticketing company earn their revenue fees is through that extra fee. You're right. We would love tomorrow just to make it all in pricing so the consumer is very clear from the beginning that to go see the true cost of the show isn't $25, it's $50. Because that's how all of the participants need to be participate for that show to happen now tomorrow if someone said you know what those $25 fees you shouldn't have them well then the venue would say okay artist the rent isn't 50,000 anymore it's a hundred thousand and the fees would add up and then all of a sudden that ticket price wouldn't be 25 it would be 50 on a face value so it is inefficient that's why we're a big proponent of all-in pricing and all-out pricing at the beginning of the process which you don't see right now in most companies other than ours. So we believe that we all want to know what is the true cost to see the show when I start shopping? We wish that would be mandated tomorrow across the board. That would relieve a lot of the stress, this consumer's perception that there's this magical extra fee added on that is not kind of part of the overall show cost. Got it. Thanks for the explanation. And to your point on Live Nation owned and operated, just to hammer the point home, to your point is right. If tomorrow someone said, you know what, you can't charge 20% service fees on your amphitheater, you have to be 10, well then the $75,000 house nut rent that we charge artists would be 100,000, right? So we wouldn't absorb the cost. We still have to pay staff, capital, run the building. So we have to find the revenue and the other means. The true cost of going to a show and making the show happen isn't the full price all in. We just need to now market that up front better.

And the next question comes from the line of David Karnofsky with JP Morgan. Please proceed with your question.

Hi, thank you. Michael, I think over the years we've become accustomed to seeing some level of criticism against Live Nation or Ticketmaster from politicians, trade press, social media outlets. That's certainly elevated lately, though. So I wanted to ask what actions were you thinking about taking to be more proactive in managing the public perception or your relationship with lawmakers that could maybe help limit what's become a periodic concern for investors?

That's a great question. First, I want to kind of look at where is the drama that gets created. If you kind of zoom out, We did 550 million tickets last year. About 540 million of those were happy customers that were seamlessly delivered. About 10 million of those are five tours historically a year, have this incredible demand where supply demand is out of whack and it creates lots of tension and unhappy customers. And that's kind of always kind of been the historic challenge in the business. At Live Nation Ticketmaster, historically, we've really been a B2B business. Our Ticketmaster job is to service the venue and our concert job is to service the artist. And we've done a fabulous job building those businesses and having very, very happy customers. And part of that proposition historically has been to take a bit of the heat at the front end. When the ticket prices are high, when the service fees are high, if the demand supply is out of whack, Ticketmaster has historically been the one that's taken the punch or the ticket seller in general. If you look at all ticket companies, all their NPR scores are all kind of the same. There's only two customers, as Fred Rosen famously said. The one that got the ticket that's happy and all the ones that didn't are pissed off, right? So you can never kind of make this as an industry where there's just not enough inventory to make everyone happy. And we've lived that historically. But absolutely, we've got to now start adjusting on our B2C side. We've got to get much more lean forward on our government relations and our PR side. We've historically not had a big incentive to kind of shout out loud that venues are charging high service fees or artist costs are expensive. That hasn't been a big business incentive to date. But I think now education is paramount. We've got to now go out and do a much better job so that policymakers, some consumers understand how the business does operate and how we all have a hand on the wheel And we've got to all probably do a better job going forward. You know, one of the real challenges that I think has kind of highlighted this core problem, right? For 40 years, there's always been a show with not enough tickets and a fan was unhappy. Obviously, in the last while, I think what's kind of set the nuclear chaos on this on sale is the secondary business. You know, you think of what happens on those four or five big demand tours a year. That passionate fan, which is the hallmark of our business. Thank God fans are passionate. They're more passionate about the artist's relationship than they are sports or anything else. They're committed, and they want to see that artist at all costs. Now what's happening is you announce an on-sale. I think Irving said it famously yesterday. We haven't announced the U2 on-sale yet. We haven't announced when the dates will play. But secondary sites have U2 dates up with tickets on sale. So the consumer on these high demand on sales is really, over the last couple of years, started to get pissed off and doesn't understand the process. Why are there so many tickets on spec selling sites? Why at 10 o'clock, if I didn't get a ticket, are there five pages of scalper sites selling tickets for five times the face value? Ticketmaster, you must have given them tickets. This doesn't seem fair. And that's kind of the digital ticket going online The advent of SeatGeek, StubHub, Vivid, the big scalpers with all of their ways of getting tickets before, after. That's really highlighted, right? That's really become a new thing over the last few years that the consumers could see now online. They don't understand why they couldn't get a ticket and why there's so many tickets on secondary. So I think that's the part that we've got to now really lean in on that. We did that today with the FAIR Act. I would tell you yesterday sitting at the industry conference at Polestar, if any of you want to hear the panel between Irving, Garth Brooks, Jim Dolan, and the DOJ ex-employee, I think it was fabulous because that I think really shows a united music industry. In that conference yesterday was venue, promoters, managers, agents, and artists. And I would say it was the most excited and most united I've ever seen them in the sense of we've got to now stand up as an industry artists historically have not been great at lobbying together really the only lobbyists that exist is the ticket broker association they've done a good job but i would say yesterday that room was lit up that the artist and fan relationship and that garth brooks moment when he sat up there and said you know when i want to charge a certain price for a ticket i i don't want someone in the middle making money off my ip I want to deliver that ticket to my fan at my price. So I think we've been too passive in our approach on how we need to educate and act. This week was the start of where we're going to start moving. You're going to see us lean forward a lot more on education reform. And then ultimately, the part that matters the most is just being better at our products. We still are the best at the game right now. We're the only ones that have developed verified products to try to stop the secondary bots. We're going to get better and better at that. We're going to be more transparent. We're going to do some new products on the Live Nation venue side that will lead the industry. So I think you'll see this year a lot more action from our side pushing back, leaning forward, and ultimately delivering better products for the artists. But I would tell you if there's one place you want to be standing right now is where we are. We work for the artist. They're very united behind us. We're doing a fabulous job for them. The sculptors have done a great job of hijacking the narrative. Obviously, when Senator Klobuchar star witnesses the CEO of SeatGeek, we've not done a good job. But we're going to move forward this year much more aggressively. telling the artist side of the story. I think Fair Rock today is a good start at that. Okay.

And then for Joe, just on the quarter, the sponsorship AOI margin was a little lower than we normally see. I think there were some festivals and AM shows that had got scheduled later, so wondering if there was a mixed factor there. And then just pre-cash flow conversion for the year, I think, was like 10% higher than you had expected. wondering if you could just walk through the drivers of that and how sustainable that might be. Thanks.

Yeah, I think, obviously, we finished up a fantastic year. As I've told you guys in the past, I don't overly read too much into quarter-specific comparisons. You've got a lot of moving pieces. We obviously had some changes in the business with the addition of OSESA, a lot of impact last year. Timing of APAC closed most of the year. Europe only opened in the second half. So it was really just some timing shifts, nothing to read particularly into it or to read as a go-forward indication on the margin side. And then as you said, yeah, our free cash flow came in very strong as a conversion to AOI, I think a little higher than expected. In part, just the overall AOI level gave us some leverage on that. And then just... some of the below-the-line pieces were a bit lower than what we expected. So, I think we outperformed last year on that pre-cash flow conversion.

Thank you.

And our next question comes from the line of Steven Lasacek with Goldman Sachs. Please proceed with your question.

Hey, great. Thank you. Maybe on the demand front for Michael, thanks for the commentary on ticket sales being up 20% year-over-year. on a global basis so far this year. I was hoping you could maybe expand on that a little bit by talking more about what you're seeing in demand so far through February, particularly in markets that were open this time last year, I think like the US, Canada, and maybe parts of Europe. As a consumer and pricing, trends remain stable versus what you saw last year as growth accelerated or decelerated, especially now that we're lapping some of the reopening benefits that we saw in 22.

I'll start with some of the numbers and then Michael can fill in with some color. So as Michael said, we're up 20% this year relative to where we were at this point last year. That's even with last year having the benefit of all those rescheduled shows, which totaled around 20 million fans. About 20 million fans got rescheduled. We think half of those would have happened last year anyway. But that means that that 20% growth comp is against an inflated number, if you will, so the actual growth even stronger than that. As we noted in the release, within that, international is up around 25%, which would mean that North America is still up high teens, so very good growth. If you look just at the ticket sales sold in January through mid-February this year on a global basis, we've sold roughly twice the number of tickets as we sold last year. So even looking at the most recent activity continues to be very robust globally.

Yeah, and my commentary is similar. We are, you know, we are just amazed at the resilience of the customer this year. I think, you know, we all lived in November, air pocket thesis and everyone's view on was 22 an exception to the rule? Could we keep growing? Where was the customer? Was it just a bubble? We see nothing but strong growth demand everywhere in the world right now. We're up right now with stadiums in Asia, South America, Eastern Europe. All of our festivals are outperforming last year around the world. Our clubs and theaters are doing well. Our on-site spend in most of those clubs and theaters, we see tracking in the right direction. We'd always... In this business, you always worry about the first, the superstars are going to sell out, and then how's the rest of the business do? That's kind of the meat and the potatoes of our business. How are the amphitheater shows? How is all the middle stuff going to do? And we're just seeing incredible strength right now across the board on our festivals, our big festivals, our niche festivals, our theaters, clubs. We think this is going to be a continual boom year, consumers, as we said. Still look at concerts. Let's zoom out again as we always do. Let's forget about the 3% of shows that are going to consume political tweets. 97% of the shows are very affordable for consumers. We're still an incredibly affordable option for fans to go have a memorable night out. Much more affordable than concerts. I said to Joe earlier, we absolutely have done a bad job on PR because the The Super Bowl, it was a badge of honor that tickets were $5,000 or $6,000 each, and most people couldn't attain it. But concerts are still incredibly cheap overall experience versus a basketball game, a dinner, a night out, or a theme park. So we think that plays in. We haven't seen any pullback. We've seen more demand top to bottom on a global basis. We think that will ride through this year.

Great, thanks for that. And then maybe one more on regulation for Joe. You recently made a pretty notable hire on the legal front. Could you talk a little bit about the rationale for that hire and maybe update us on where you stand in the process for any potential investigation with the DOJ?

Yeah, we're delighted. We hired Dan Wall, for those of you who didn't see it, joined us formally following his retirement from Latham at the end of January. This is actually a conversation Dan and I started in May of 2019 at Bottle Rock. So Dan was planning on retiring from Latham, found working with us to be exciting, fun business. And we talked that he in 2020, he was going to renounce his retirement, retire at the end of 2020, come join us. Like so many other people's plans, those got upended. So he didn't end up retiring until January. But this has been something that's been in the works now. for three years, that Dan's wanted to do. He'll be instrumental in terms of our ongoing discussion. He's been in nonstop dialogue with the DOJ, it seems like, for the past 13 years. He understands exactly the questions they ask, their motivations. He just put together an op-ed piece that everybody should certainly read. It was in Polestar today, laying out on a fact basis, as opposed to so many analysts and pundits that people refer to making broad statements about the DOJ, their process, the consent decree, risks of us being broken up. I think he does a fantastic job of laying out in very specific detail why so many of those beliefs are unfounded and I think creates a little higher requirement for people that are going to talk that way to need to disprove what he lays out there as opposed to generally speculating.

Great. Thank you for that.

And the next question comes from the line of Steven Glegola with Cowan and Company. Please proceed with your question.

Yes, thank you. Building off what you said earlier, Michael, about one of your main ticketing competitors testifying against you, just in light of the Fair Ticketing Act, do you think there's any political will in the United States to allow Um, you know, for primary ticketing players like live nation to help artists utilize their digital ticketing technology to impose controls on the, on the resale ticket.

Well, I believe the, I believe that the artist has the best shot when they unite, um, around their IP. I don't think, you know, there, there is the U S is probably about the only country in the world that doesn't have some level of regulation. I mean, most other countries woke up and said, geez, if the artist wants to charge $300 and underpriced his product for the fan to get a cheaper ticket, why would a middleman be able to make $1,000? It doesn't seem logical, right? So most IP, if you look at the artist, you wouldn't be able to, you know, think about how much work Netflix is doing on password sharing just to save $7.99. So I think there's a lot of pent-up artists who are underpriced their product every day. I mean, we're pretty much the only product in the world that's worth more the second it's sold. I think they've done that for the betterment of their fan base. And like everyone else, they've seen now the sunlight online of the abuse that's been taken on their IP. So I like our position. I like standing up with the artists. I think the artists, Irving, you saw it yesterday with Garth. I do believe that the artists will have more control of their tickets. like the Pearl Jam model, they should. And that doesn't mean that you are not gonna transfer the tickets. We believe in tickets should have a fair exchange platform and you should be able to exchange and sell tickets. And if an artist doesn't care about secondary, then great, let the Russian roulette wheel move. If you do care and you wanna limit it, you wanna cap it at 30%, 20%, I just think that the artist since they're making the decision on how to underprice their product for the betterment of the fan, should have a seat at saying, well, how does it go to market? Because we don't want the artist to continually say, well, I'm just going to charge 5,000 then. That's not better for the fan to charge market. So if they're going to charge under market, I believe that they should have a say in it. I do believe they'll be very persuasive over time with lawmakers. when that story is presented. As you know, the secondary are out running around trying to make sure that tickets are clearly transferred so they can sell them. I think that the good news and all of that's gone on in the last while, you know, don't let a crisis go unused. I think that this has created lots of great news, as painful as it is for us some days. The bottle got out, the genie's out of the bottle. We were kind of suppressed in the back foot, not wanting to talk out loud too much about a lot of this business while we serviced our customers. I think the champagne bottle has been popped. I think artists, I thought yesterday was very unique. I think you're gonna see, we've been all sleeping while the scalpers have done a fabulous job lobbying. I think they got woken up yesterday and recently. And I think the artist and the venue remember, have a big stake in this, right? Especially sports. So I think the sports teams, the sport leagues, content owners in general, like any other industry, you know, Macon was very clear yesterday. He talks a lot about the artist IP. We think that's a very valid position. We think that the artist or the content owner will be able to have more control on how and when they want to sell their tickets. And I think that's a big step forward.

Thanks, Michael, for that. And Joe, I just had one on your CapEx spend for $23 to $450 million. So one third of that on maintenance CapEx implies flat with 2019. And then two thirds implies 50% growth, I think, above 22 levels, 82% growth above 19 levels. Please provide some more color here on what those investments are. Is this in the VenuNation business? And then any color on the hurdle rate you guys factor into this capital spend would be appreciated. Thanks.

Yeah, a lot of the growth is certainly in the venue nation side. As you can imagine, in 2021, we had a substantial amount of deferred CapEx that we didn't do that the buildings needed. Then in 22, we were faced with a lot of supply chain constraints, had to prioritize where to use the scarce resources that we were able to get. So that was a limiting factor. So there's some catch up on the maintenance side of it. The return is really more of a rev gen side than a maintenance side. Most of the maintenance is required for continuing operation, health and safety issues. On the growth side, we have return requirements that are well above our cost of capital. I haven't given specific ones. It differs a bit by project, whether it's a brand new project or it's just a, you know, you're adding a new bar at a venue. So those are opportunities that we just think are continuing to present themselves as we expand the global footprint.

Thank you.

And the next question comes from the line of Jason Bazinat with Citi. Please proceed with your question.

I just had a question on concerts AOI per fan. I know you called out some of the headwinds, reopening costs, inflation for the venues you own and said it would get better, but can you just sort of frame what a reasonable AOI per fan is? I think it was $1.40 this year and maybe $2.50 or something back in 2019.

Yeah, I don't think concerts AOI per fan is a logical way to look at it, Jason. If you look at how we've talked about our business, we've talked about our business across the multiple pieces. So you have to look at it. What's the concerts plus sponsorship plus ticketing AOI per fan, which we've grown. And what we've said is that the concert business has been hit by some of these cost increases, supply chain constraints, increased costs on some of the inputs. But we've increased the overall profitability per fan by both by executing on-site with those fans coming to our venues, but then also by dramatically increasing our sponsorship per fan and by growing some of our ticketing revenue per fan, including the non-service fee side. So we look at it more holistically, recognizing there are going to be some puts and takes in a given year, certainly, on the business.

Can I just follow up?

I just want to give some color there just to remind everyone when we sat here a year ago, we didn't think we were going to be open in the summer. We had no staff. We ran 100 miles an hour to get open for May, hire 20,000 staff. Every tour, concert, couldn't find trucks, double cost for generators. I mean, we were running hard last year, overpaying staff, suppliers, Getting the show back together was tough last year. We still obviously delivered incredible numbers, but we're now back to that 2019 level of staff in place. Costs have all come down. Suppliers are all back in line. Generators are normal costs. So we do obviously expect 23 to be in terms of a cost basis back to a continual normal business.

Can I just ask one follow-up? Do you think the right way to look at it is that there's some sort of permanent shift in profit pools, you know, towards sponsorship and advertising and ticketing and away from concerts?

I think it's premature to say that. I mean, let me give you another just piece on what hit us last year with concerts was we had those, I talked about the 20 million fans for shows that got rescheduled. Those are shows that went on sale in 19 or early 20 years. and were priced at the price level for those shows back then. Fast forward a couple years later, nobody was repricing the rescheduled shows, and yet the market, particularly for the best tickets, had moved up substantially. So in 2022, you were operating a pretty good chunk of your business with a 2019-2020 revenue stream against the 22 cost structure. That's not going to replicate itself. That was a one-time unusual event. I think you've got to take a bead, let this year play out before you start drawing conclusions off of a single data point.

Okay. Perfect.

Thank you. And at this time, we have reached the end of the question and answer session, and I would like to turn the floor back over to the management team for closing remarks.

Thank you, everyone.

This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation, and have a great day.