Good evening. My name is Sherry. I will be your conference operator today. At this time, I would like to welcome everyone to Live Nation's Regulatory Update Call. I would now like to turn the conference over to Ms. Yong. Ms. Yong, you may begin the conference. Good evening, and thank you for joining us on short notice. Joining us today is our President and CFO, Joe Berchtold, and our Head of Corporate and Regulatory Affairs, Dan Wall. We'll start with comments from Joe and Dan, and then answer your questions. We'd like to remind you that this evening'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 regulatory and legal matters, business prospects, new developments, and similar matters. We have based our forward-looking statements on our beliefs and assumptions, considering the information available to us at the time the statements are made. Use of the words may, should, continue, plan, potential, anticipate, believe, estimate, expect, intend, outlook, could, target, project, seek, predict, or variations of such words and similar expressions are intended to identify forward-looking statements, but are not exclusive means of identifying such statements. 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 descriptions of risks and uncertainties that could cause actual results or events to differ from those expressed in such forward-looking statements. With that, I will now turn it over to Joe. Thanks, Amy. Let me get started here. The first thing I wanna cover is, as I think many of you know, just a couple of days ago, I was at an investor conference and spoke to some optimism that we might be able to get things sorted out with the DOJ. So I wanted to be transparent on what's transpired over the last 48 hours. Just taking a little bit of a step back, we had first meeting with the DOJ three weeks ago, that we found to be very productive. Spent a lot of time educating them on dynamics of the industry and talking through specific issues, including take rates at Ticketmaster, our and our concerts business, and the evolution of those take rates, competitive dynamics, and so on. We then had a follow-up meeting a week later, which was also productive. During both those first two meetings, they said their minds were open, they were undecided on how they wanted to proceed, and they were happy to be engaging. They then agreed that we should have a third meeting this week, which took place yesterday. They continued to tell us that they were open-minded, wanted to hear what we have to say. During yesterday's meeting, and to varying levels across all three meetings, we were very clear that we were keen to figure out how to resolve this, that we were open to making changes in some of our business practices, and wanted to make sure that we had the opportunity to engage in that discussion. At the latter part of yesterday's meeting, I would say, they showed then a lack of interest in engaging on specific practices while continuing to say they hadn't made up their mind what they wanted to do, want to digest it, would get back to us. As late as about three hours after the meeting yesterday, they indicated to us that they were still thinking things through. They hadn't made up any decisions yet, and then half an hour later, we started getting phone calls from reporters that a news, a press conference was planned for this morning. So I think in hindsight, it is clear that we were optimistic about the ability to settle because we wanted to settle. We didn't see any of the issues to be structural or fundamental to the nature of the makeup of the company; we saw them all as discrete business practices, and we're hopeful that because of that, we would be able to reach a settlement. Obviously, that wasn't their agenda ultimately, and we are where we are today. Let me just restate, from our standpoint, we're very pro-competitive. We've operated within the consent decree for the past 15 years. Over the past five years, we've had both internal and external monitors. Our external monitors meet quarterly with the Department of Justice and have indicated to us that they have reported to the DOJ that our program for following the consent decree is exemplary, and they believe we've done an excellent job of doing so. We've got a long history of success, but that long history of success, growth of the business, is because we compete effectively out in the marketplace. We recognize that one area of disconnect we have from the Department of Justice is what that competition means. In our mind, the competition is competing in the promotion side with the artist as the consumer, and that artist very effectively engages multiple bidders to compete for their services. That has proven itself with the facts, with the numbers over time, that the artist takes the vast majority and increasing portion of the money from the show, and they are the beneficiary of that competition. In the ticketing side, the venue is effectively the consumer. They, too, have benefited from establishing competition. Over time, they have gone from taking the substantial portion to even more of the service fee, which shows that that competition has been effective. Everybody in the ecosystem is interested in the fan, but that doesn't necessarily translate in every instance that the service fee or that the ticket price is lowered just because of that competition. The DOJ has a different view in terms of holding us accountable for the service fees and the ticket prices, even though we're not the beneficiary to the largest extent of either of those numbers. We don't unilaterally make the decision on what those numbers are gonna be. They're driven primarily by the venues and by the promoter. And even if you took our entire take rate across both ticketing and concert promotion and eliminated it fully, that would have a single-digit impact on the price of a ticket. So we clearly don't agree with them in terms of the fundamental of the assertions that they're making. We're gonna continue to operate our business as we have been. As I noted, we've been successful compounding double digits for 15 years. Our plans stay in place. It's not going to impact how we have our teams operate day-to-day, because we believe that we have always operated in a very pro-competitive environment, and we will continue to compete effectively out there. So with that, let me turn it over to Dan to give a few summary comments now on the lawsuit and the process. Thanks, Joe, and good evening, everyone. So, the first thing that I'll cover is just sort of where we stand procedurally. As you may know, the DOJ filed this case in the Southern District of New York. It is not 100% clear whether the case will stay there for some reasons having to do with the overlap of the consent decree, but that's an issue that has to be worked out over the coming days or weeks. We are, you know, obviously at the stage where we finally got a look at the complaint. I would say that I didn't find the claim surprising. They were most of the things that we had been talking to the DOJ about for some time. The one significant difference and the one bit of good news in this is that the DOJ did not include any claims about monopolization or attempted monopolization or any competitive conduct in the secondary markets, which was a very major focus of the lobbying efforts of the competitors that were trying to get them to bring a case. And so we're glad that that's not part of this, and we don't have to deal with that. A lot of people have been asking the question: How can they ask for a breakup on these allegations? The short answer is because there's no particular accountability at this point in time. These claims are exactly what we expected when we made the statements that we have made over the last few weeks about how the actual claims are focused on discrete practices in the verticals of ticketing and promotion and our ticketing and concert promotion segments. To the extent that there's any overlap at all, at the sort of intersection of promotion and ticketing, it is exactly the concerns that were considered by the Obama administration 15 years ago and that are covered by the consent decree. In those circumstances, we just don't believe that there's really any good faith argument to be made here that there could be a breakup. However, we all know that that's what the most effective way to get the big headlines was, and I think that that's why we're seeing that, and it's very unfortunate. People have asked how long this is going to take. The one thing that I will tell you is we will move this along as quickly as we can. One of the reasons that we have added to our legal team, we've added the Cravath firm in New York to Latham & Watkins, is because we want to be able to move this case as fast as possible. And in antitrust, fast is not necessarily overnight, but we will make every effort to try to get this case to trial if in a year, or if not in a year, a year and a half, and certainly not long after that. And we're committed to putting the resources in to get that done and getting this behind us, because we feel very confident about our position on these claims. Last thing I will mention is, there's been a lot of questions about the fact that the DOJ asked for a jury trial. As some of you may know, this is a stunt, a strategy that the DOJ used in the Google Ad Tech case. And it is, it's highly unusual in that antitrust cases like this are historically always been tried to judges rather than juries, because when the government is the plaintiff, it is seeking injunctive relief, and all claims for injunctive relief are tried by judges rather than juries. But they tried this stunt in the Google case, and they've been fighting over it ever since. It seems like a pretty transparent effort to try to avoid the scrutiny of a judge. And I don't think it's necessarily a smart move because the very first message that you send to the judge is that you don't really want him or her to have control over the outcome of this, and that's not a very smart message to send a judge at the beginning of the case. Whether they can get away with it is complex, and I'm not really in a position to address that now, because it may be that they have a limited right to have a jury trial or no right at all, or a broader right, depending on exactly the particulars of claims. But I will say that I think that if there is a scenario in which they manage to establish a right to a jury trial, that's most likely to result in extra scrutiny from the judge, both at the pretrial phase and also in considering whether any jury verdict would be allowed to stand. And then finally, and most importantly, remedies are never in the hands of the jury. So everything having to do with a breakup or something like that would always be in the hands of the district court judge, who I think on these facts would be very unlikely to even consider that very seriously. I'll stop there. Operator, you wanna ask the first question? Yes. If you would like to ask a question, please press star one on your telephone keypad. After the confirmation tone, you will hear. If you would like to remove your question from the queue, you may press star two on your telephone keypad. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question is from Brandon Ross with LightShed Partners. Please proceed. Hi. Thanks, for taking the questions. Maybe you could clear up a couple of points of confusion. As you pointed out, most of the issues, if not all of them, in the complaint, are interdivision business practices, whether you know, exclusivity agreements or opening up your amphitheaters, and that have been around since, you know, well before the merger took place. Right. Is it possible that in addition to the breakup, the DOJ would pursue behavioral remedies, such as ending those businesses, business practices, or are structural and behavioral kind of mutually exclusive in this case? So they tend to be mutually exclusive because you normally don't go structural unless you think that there isn't an effective injunction. But Brandon, I think the important point here is, if you just go down the list, everything here is addressable by an injunction, and we don't really need to speculate about it. I mean, take, for example, exclusive dealing, which of course predates the merger, and it's been in the ticketing industry for 40 years or something like that around here. There have been a lot of antitrust cases against exclusive dealing, and they all end the same way. If the government wins, there's an injunction that's issued that either prohibits or constrains the degree of exclusive dealing. Nobody gets broken up over that. And, you know, you could take, you know, another practice that they come up with, like this kind of odd attack that they came up with on our agreement with AEG. Well, that would be enjoined. We wouldn't be able to continue that agreement. You don't break somebody up over that. So there's a real disconnect here between the specifics of the claims and the rhetoric about structural relief. Okay, and then just to clarify on the judge versus jury, if it is a jury that's deciding this case, does that throw the breakup scenario out the window? I didn't quite understand that piece. No. No, that's not what I meant to say. What I'm saying is, so the only. If a jury was allowed, the jury would become the fact finder, what we call the trier of fact on a number of issues, not everything, but on a number of factual issues. And then you might have a verdict in favor of, let's say it's in favor of the plaintiff. Then there's a remedies phase. The jury has nothing to do with the remedies phase at that point. And would have. You wouldn't be asking a lay jury about whether to break up Ticketmaster. That would be entirely within the judge's discretion, guided by the legal principles that came out, principally of the last time the government tried to get structural relief in a monopoly case, which was against Microsoft, where some of you might remember, they actually succeeded and got an order from a district court judge to break up Microsoft, and then it was reversed. And when it was reversed, the Court of Appeals laid down a set of fairly strict rules and serious obstacles that have to be overcome in order to justify structural relief, and a judge would apply those rules. Got it. I understand. And then maybe just for Joe, very quickly, a couple of housekeeping questions. Do you have an estimation of what the legal costs are gonna look like going forward from here on kind of a quarterly basis? No, we have not yet gone through to figure that out. I think it'll come a bit in waves. But I assume, you know, by the time we have earnings in a couple of months, we'll be in a better position. Okay, and then the other one is OVG. Your relationship with OVG is cited in the document, and also, I guess, in the press conference. What percentage of your fee-bearing tickets are actually OVG or OVG clients? Oh, it would be, I mean, low single- digits. It would be, it would be a very, very small piece of our business. Let me just put that in perspective. Is that the DOJ's complaint, as they articulated to us in the build- up to this, was that six venues that had been with another ticketing company had been persuaded to switch to Ticketmaster? You know, that's tickets out of 500 or something like that that would be in the relevant category. That it's a small number. And these were not- Okay. Thank you. The biggest buildings. Yeah. Yeah. Thank you. Our next question is from Stephen Laszczyk with Goldman Sachs. Please proceed. Hey, great. Thank you for taking the questions. Joe, I appreciate some of the details around the timeline over the last week or so. Could you maybe just talk a little bit more about some of the discrete business practices you discussed with the DOJ? I think we know a few of them, you know, being opening up owned and operated, you know, venues as a point of discussion, and maybe some limits on exclusive ticketing contracts. But just curious if there was anything else discussed. Maybe looking ahead, just giving your understanding on where that conversation left off, what your thoughts are on the prospects of reaching some type of negotiated settlement going forward. Yeah, I think you hit the two key ones, which is the opening of our amphitheaters to other promoters, which I think we've been talking with you, all of you guys, for a while on. That's something that's been under consideration after we substantially improved our execution at our buildings, driving our per caps, and started running our venue management business as a specific group within our overall concert segment. We started looking at it and saying that our benefit of incremental shows far outweighs any other risks of being open in the amp. So we've been deep in contemplating that. That was certainly on the table. Talking, as you said, about ticketing and what are some constraints we might be willing to accept was another factor. Again, we thought for a while that having a... There was gonna be a real opportunity to have a discussion about those issues. We ended up clearly having the wrong impression of what they were open to do. So it's hard for me to handicap going forward what their willingness is, because I don't think their behavior is necessarily their words and their deeds have been consistent. So, it's hard for me to gauge that. Got it. Thanks for that. And then maybe one for Dan. Could you maybe expand on the point on why you don't believe there's a good faith argument to be made for breaking up the company? And maybe just framing this, what are the legal arguments the DOJ would need to make in a case like this, to successfully break up a vertical integration? And then, based on what we've learned today, where do you think that argument most notably breaks down? Thank you. Yeah, sure. So just let's put this in perspective, that there was a lot of rhetoric today from Jonathan Kanter about how there's a deep history of structural remedies and monopolization cases. And I smiled at that because in fact, what you have to do is go deep into history to find evidence of structural relief and monopolization cases. The last time it succeeded, and ironically, I was on the Justice Department trial team on this, was in 1981 in the AT&T case. And that happened, first of all, it happened because AT&T capitulated and agreed to it and took away all the legal uncertainty around it. But it was warranted in that case because the anticompetitive behavior was rooted in the structure. It was rooted in the fact that AT&T manufactured all the equipment, it owned all the local Bell operating companies and had all of these chokeholds on competition. In the Microsoft case, which was the next time that they got a district court to go along with it, it was reversed because the conduct wasn't rooted in the corporate structure. It was kind of in the silos, if you will, of Microsoft. It's been evident to me since, I think, last August, which is when the first time we got any sort of indication of what the DOJ was looking into, that the behavior was, with one exception, which really has to do with this Barclays thing. It's not named in the complaint, but that's what it's about. All the behavior is in either the pre-merger Ticketmaster or the pre-merger Live Nation silos. And that just doesn't cut it. That just doesn't allow you to say that you have to have structural relief to have an effective remedy. And I honestly, I just think that the DOJ is playing fast and loose with that today. That there's another factor here, which I don't think anybody can, you know, understate its importance, is that there's never been a circumstance where the DOJ allowed a merger to happen under a consent decree with behavioral remedies, which it said was an effective remedy, and then came back later and tried to say that that should be broken up, and not because they've decided that in retrospect, the merger was illegal. There's no claim here that the merger was illegal. And in fact, we were told back in August that they weren't trying to establish that the merger was illegal. They're just—this is just what they wanna say. I think when Joe talks about the frustration at the third meeting, it was a realization over those two hours that we were actually up against a predetermined outcome. The process and the promises of open minds that we had received weren't genuine. Got it. Thank you both. Our next question is from David Karnovsky with JP Morgan. Please proceed. Great. Dan, thanks for providing some sense of timing. Can you talk to process, like what happens from here, and what insights investors or the public are gonna have into what's going on, as we proceed? And then, understood on the remedies being the purview of the judge, I think there were some comments in the press that because attorneys general were involved, there could be financial penalties at the state level. Can you just speak to that? Yeah. So I'll take that first. I mean, the, there are. They have filed a number of claims that were called parens patriae claims, which are essentially damages claims based upon the citizenry of their states. We've done no analysis on those, and so I'm not comfortable really saying any more. Parens patriae statutes are not all the same, and there are lots of limitations in some of them, so that's something that we're just gonna have to think about and perhaps address at a later date. With respect to process and what you might see, it's highly likely that in 60 days or so, we will move to dismiss some part of this complaint, possibly all of it, I don't know; it's too early to say. But as you read this complaint, there are some things that just jump out that could be addressed by a motion. The issue of Amp access is certainly one that the DOJ is just flouting a very strong legal rule that you don't have a duty to deal with your competitors, except in extremely limited circumstances that don't apply here. So it's possible that we will do that. There's some sketchy market definitions in this. The Amp claim is based upon an argument that amphitheaters are their own market, which is a decision that we actually have litigated in the past, in the It's My Party case, and that argument was thrown out on summary judgment and then affirmed by the U.S. Court of Appeals for the Fourth Circuit. So, I could go on. There's things like that. In two months, look for a motion. You know, this is not. Some of you might have seen the other day that Apple just started the process of filing its motion in its case, right? This is what's typically the first thing. What happens after that is, you know, some period of discovery. The length of that will be strictly a function of what the judge orders, based upon a trial date. As I said before, we will try everything in our power to accelerate this and get the fastest possible trial date. In the interest of time, we ask that analysts please limit to one question. Our next question is from Cameron Mansson-Perrone with Morgan Stanley. Please proceed. Thanks for taking the question. I wanted to follow up on Brandon's earlier question on the Oak View piece. The suit seems to certainly focus in on just the ticketing agreement with them, but I was wondering if you could elaborate on, you know, you had some clarity on what that agreement encompasses. But could you maybe help us think through whether there are any risk or ramifications around, you know, changes in that relationship and how that might impact, if at all, your kind of broader Venue Nation strategy? Thanks. Yeah, I think the most of the discussion in question is around the fact that with Oak View, as well as with other venue management companies such as ASM, which is, as you guys know, 50% owned by AEG, made the decision and both, both of these players made the decision to choose Ticketmaster as their primary ticketing company. And in both cases, there are certain financial benefits to them if they go out and find more business for us. So we're just paying them some lead generation to help us build our business. Both cases, these were the result of competitive RFPs, where they chose the best ticketing company, both because of the functionality as well as the price. So we're comfortable with our behavior there. I don't think it has any impact as we look globally at a lot of different things we're doing on the development side with Oak View. Our focus with them right now on our discussions really is largely international markets. Our next question is from Peter Supino with Wolfe Research. Please proceed. Hi, thank you for the time. Could you all comment on the DOJ's quotations in their lawsuit of your company's executives and the Barclays Center anecdotes, specifically the suggestion that the venue's ticketing decision considers broader relationship with Live Nation? I'm wondering how to think about that in light of the consent decree. Any comments you could make about? I certainly am not an expert in the letter of the consent decree, nor the nature of enforcement. Yeah, I'll take that. I mean, the- Yeah. There's a lot of misquoting of things in this complaint. And in fact, I was having a conversation with a member of our legal team earlier today in which he was remarking about how much of it is just false, which is not normal of a monopolization case. Normally, whatever the alleged monopolist is doing is sort of a given, and then you argue about whether it's okay or not. But there's a lot of misrepresentation in this one. And in that particular email exchange with the smiley face emoji and all of that, you had two people who were very familiar with each other. They were friends. And the point of that was that they shouldn't be focusing on just the check that SeatGeek was offering to try to buy the contract. And it wasn't. It had nothing to do with the relationship in terms of whether you're going to get show count or anything like that. I mean, you have to remember, this is a situation where in addition to the normal constraints of the consent decree, Live Nation, apart from Ticketmaster, had a content deal with Barclays, which had obligations to provide shows. So it was the last venue in the world that you were just going to take shows away from. And so this is grossly misconstrued and, you know, that is an episode that, you know, my prior life as a litigator has me anxious to litigate. I can't wait. Our next question is from Benjamin Soff with Deutsche Bank. Please proceed. Hey, guys. Thanks for taking the question. Just a quick one for me. Do you know when in the process we'll find out if it's gonna be a jury or a judge trial? Thanks. The answer is no, because this is really so new. It's this tactic has only came up once before in the Google case. And there have been ongoing fights in the Google case over it, even as that case heads to trial in September. So, I just. I would be speculating. I'm sorry, I can't really give you anything on that. Our next question is from Barton Crockett with Rosenblatt Securities. Please proceed. Okay, thanks for taking the question. I wanted to see if you could elaborate a little bit more on the concert promotion market share. You know, I know you, y ou know, have some pushback on there, 60% of the top 100, 75% of amphitheater, large amphitheater argument. Can you tell us, what would you say your market share is in concert promotion? And can you, can you just elaborate on why your view is more appropriate than the view they're putting forth, in your view? Yeah, well, so we think it's around 45%. That's what our, you know, internal estimate is, outside the arena of trying to convince anybody of anything in a lawsuit. But what they're doing is what everybody tries to do is to increase somebody's market share by making the market universe smaller, by changing the denominator, increasing everybody's market shares. And we haven't seen their numbers, and we honestly can't recreate their numbers right now, because even with the kind of limitations that they put in, we think our share is only in the 50s. So we're not sure what, you know, what magic is going on in their math, that gets them to those numbers. Our final question is from Jed Kelly with Oppenheimer & Co. Please proceed. Hey, great. Thanks for taking my question. I think like during the Microsoft case you referenced, there was an administrative change. Can you just comment on what would happen if we saw a different administration change in November, with Trump potentially becoming President? Thank you. That's a tough one for sure. I mean, if we just kinda go back in time and you ask me whether I think that the first Trump administration would have brought this case, I would tell you that I don't think that any prior administration, Republican or Democrat, would have brought this case. But the circumstances, you know, looking to the future, it would depend a lot on who was appointed to these positions, you know, I. And that just makes it kind of imponderable. Thank you. We- All right. I want to thank you all for joining us on very short notice. I hope this discussion has been at least a bit helpful. I know there are lots of questions we're still working through, and as we have more information, we will continue to communicate with you all. And appreciate it. Thank you. Thank you. This will conclude our conference for today. You may disconnect your lines at this time. And thank you for your participation.