# beats_audio_pretraining_with_acoustic_tokenizers__fd38c07d.pdf : Audio Pre-Training with Acoustic Tokenizers Sanyuan Chen 1 Yu Wu 2 Chengyi Wang 3 Shujie Liu 2 Daniel Tompkins 4 Zhuo Chen 4 Wanxiang Che 1 Xiangzhan Yu 1 Furu Wei 2 We introduce a self-supervised learning (SSL) framework BEATS for general audio representation pre-training, where we optimize an acoustic tokenizer and an audio SSL model by iterations. Unlike the previous audio SSL models that employ reconstruction loss for pre-training, our audio SSL model is trained with the discrete label prediction task, where the labels are generated by a semantic-rich acoustic tokenizer. We propose an iterative pipeline to jointly optimize the tokenizer and the pre-trained model, aiming to abstract high-level semantics and discard the redundant details for audio. The experimental results demonstrate our acoustic tokenizers can generate discrete labels with rich audio semantics and our audio SSL models achieve state-of-the-art (SOTA) results across various audio classification benchmarks, even outperforming previous models that use more training data and model parameters significantly. Specifically, we set a new SOTA m AP 50.6% on Audio Set-2M without using any external data, and 98.1% accuracy on ESC-50. The code and pre-trained models are available at https://aka.ms/beats. 1. Introduction Recent years have witnessed great success in self-supervised learning (SSL) for speech and audio processing. The speech SSL models, such as Wav2vec 2.0 (Baevski et al., 2020), Hu BERT (Hsu et al., 2021), Big SSL (Zhang et al., 2022), Wav LM (Chen et al., 2022b), and data2vec (Baevski et al., 2022), show prominent performance across various speech 1Harbin Institute of Technology, Harbin, Heilongjiang, China 2Microsoft Research Asia, Beijing, China 3Nankai University, Tianjin, China 4Microsoft Corporation, Redmond, WA, USA. Correspondence to: Sanyuan Chen , Yu Wu . Proceedings of the 40 th International Conference on Machine Learning, Honolulu, Hawaii, USA. PMLR 202, 2023. Copyright 2023 by the author(s). processing tasks, especially in low-resource scenarios. Unlike speech, audio typically contains wide variations of environmental events, including human voices, nature sounds, musical beats, etc, which brings great challenges to general audio modeling. Existing work (Gong et al., 2022a) finds that applying the speech SSL model directly to the audio domain does not lead to satisfactory performance. Thus, it is non-trivial to study general audio SSL methods. Until now, state-of-the-art (SOTA) audio SSL models (Xu et al., 2022; Chong et al., 2022) employ an acoustic feature reconstruction loss as the pre-training objective instead of the discrete label prediction pre-training task as in SSL models of speech (Hsu et al., 2021; Chen et al., 2022b), vision (Bao et al., 2021; Peng et al., 2022; Wang et al., 2022b) and language (Devlin et al., 2019; Liu et al., 2019; Lan et al., 2019). However, it was generally believed that the reconstruction loss only accounts for the correctness of low-level time-frequency features but neglects high-level audio semantic abstraction (Ramesh et al., 2021; Bao et al., 2021). The discrete label prediction would be a potentially better audio pre-training objective than reconstruction for the following reasons. Firstly, from the bionics aspect, humans understand audio by extracting and clustering the high-level semantics instead of focusing on the low-level time-frequency details (Patterson et al., 2007; Harb & Chen, 2007; Ma et al., 2018). By mimicking the semantics extracting and clustering through the discrete label prediction pre-training objective, the audio SSL model is expected to learn the same understanding and generalization skills as humans. Secondly, the discrete label prediction objective can improve the audio modeling efficiency by providing semantic-rich tokens as the pre-training targets and encouraging the model to discard the redundant details, resulting in a superior audio understanding capability with a lower pre-training recourse cost (Bao et al., 2021; 2022; Peng et al., 2022). Thirdly, the audio SSL pre-training with the discrete label prediction objective advances the unification of language, vision, speech, and audio pre-training, and enables the possibility of building a foundation model across modalities with a single pre-training task, i.e. discrete label prediction (Wang et al., 2022b). Despite these advantages and great successes in various domains, the application of discrete label prediction in gen- BEATS: Audio Pre-Training with Acoustic Tokenizers Figure 1. Iterative audio pre-training of BEATS. eral audio processing remains challenging for two reasons. Firstly, as the audio signal is continuous and the same acoustic event might have various durations in different occasions, it is not straightforward to directly split the audio into semantically meaningful tokens as in language processing (Devlin et al., 2019). On the other hand, different from speech, the general audio signals contain excessively larger data variations, including various non-speech acoustic events and environmental sounds, where the commonly used speech tokenizer for phoneme information extraction (Hsu et al., 2021) can not be directly applied. To tackle these challenges, in this work we propose BEATS, short for Bidirectional Encoder representation from Audio Transformers, in which an acoustic tokenizer and an audio SSL model are optimized through an iterative audio pretraining framework. The training pipeline is illustrated in Figure 1. In each iteration, we first use the acoustic tokenizer to generate the discrete labels of the unlabeled audio, and use them to optimize the audio SSL model with a mask and discrete label prediction loss. After convergence, the audio SSL model acts as a teacher to guide the acoustic tokenizer to learn audio semantics with knowledge distillation (Hinton et al., 2015). In this alternating update learning process, the acoustic tokenizer and the audio SSL model can benefit from each other. The procedure is repeated until convergence. Specifically, in the first iteration, we use a random-projection acoustic tokenizer to generate discrete labels as a cold start. In addition, we could fine-tune the audio SSL model with a little supervised data, and use the fine-tuned model as the teacher for acoustic tokenizer training. A fine-tuned model learns semantic knowledge not only from SSL but supervised learning, which can further improve the tokenizer quality. We believe the proposed pre-training framework encourages our audio SSL model to learn relevant semantic information from iterations. Our pre-training framework is also compatible with any masked audio prediction model, regardless of what backbone network is used. We employ the vanilla Vi T model (Dosovitskiy et al., 2021) as the backbone of our audio SSL models without heavy structure engineering, and apply the speed-up technique proposed in He et al. (2022). Given the discrete labels generated by the acoustic tokenizer, we mask 75% of the input sequence and let the model predict the corresponding discrete labels on mask regions. We follow Xu et al. (2022) to fine-tune the audio SSL model across various audio tasks. Experimental results show that our BEATS pretrained models have superior performance compared with previous works across six audio and speech classification tasks. We achieve the SOTA audio understanding performance on Audio Set-2M, even outperforming the previous SOTA results that are obtained with much more model parameters (90M v.s. 304M) and training data (e.g. Image Net) by a large margin (48.6% v.s. 47.4% for single model and 50.6% v.s. 49.6% for ensemble models). On ESC-50, our BEATS also achieved 25% relative error rate reduction over the previous SOTA performance. We further demonstrate the effectiveness of our proposed acoustic tokenizers, where the generated discrete labels are robust to random disturbances and well aligned with audio semantics. Our contributions include the following: 1) We propose an iterative audio pre-training framework, which opens the door to audio pre-training with a discrete label prediction loss and shows better performance than with reconstruction loss. It unifies the pre-training for speech and audio, which sheds light on the foundation model building for both speech and audio. 2) We provide effective acoustic tokenizers to quantize continuous audio features into semantic-rich discrete labels, facilitating future work of audio pre-training and multi-modality pre-training. 3) We achieve SOTA results on several audio and speech understanding benchmarks. The models and codes are released to facilitate future research1. 2. Related Work Recently, audio pre-training has achieved great success in audio understanding tasks. The existing audio pre-training methods include supervised pre-training and self-supervised pre-training. Previous works (Gong et al., 2021a;b; Koutini et al., 2021; Nagrani et al., 2021; Chen et al., 2022a) find supervised pre-training with out-of-domain data (e.g. Image Net (Deng et al., 2009)) can obtain significant accuracy improvement on audio understanding tasks. Some methods (Kong et al., 2020; Gong et al., 2021a; Koutini et al., 2021; Verbitskiy et al., 2022; Chen et al., 2022a; Xu et al., 2022; Elizalde et al., 2022; Wu et al., 2022; Guzhov et al., 2022) also leverage in-domain data (e.g. Audio Set (Gemmeke et al., 2017)) for supervised audio pre-training. Despite the promising classification results, these methods strongly rely on a great amount of supervised data, which is complex and expensive in practice. In comparison, the selfsupervised pre-training methods only require large-scale 1https://aka.ms/beats BEATS: Audio Pre-Training with Acoustic Tokenizers unlabeled data, which can be easily get from the Internet. The self-supervised audio pre-training methods typically learn the audio representations with the contrastive learning (Ravanelli & Bengio, 2018; Saeed et al., 2021; Fonseca et al., 2021; Al-Tahan & Mohsenzadeh, 2021; Wang & Oord, 2021) or reconstruction objective (Tagliasacchi et al., 2020; Niizumi et al., 2021; 2022; Gong et al., 2022a; Baade et al., 2022; Chong et al., 2022; Xu et al., 2022). Until now, the MAE-style reconstruction pre-training methods (Baade et al., 2022; Niizumi et al., 2022; Chong et al., 2022; Xu et al., 2022) show the best audio understanding performance on various audio classification tasks. Unlike the previous methods, we explore the self-supervised audio pre-training method with the masked discrete label prediction objective for the first time. Various tokenizers have been proposed for learning discrete representations on audio and speech tasks. Dieleman et al. (2018) propose a hierarchical VQ-VAE based model to learn audio discrete representations for music generation tasks. Hu BERT (Hsu et al., 2021) generates discrete labels with the iterative hidden state clustering method for speech SSL task, where the hidden state is extracted from the last round speech SSL model. Chiu et al. (2022) claim a randomprojection tokenizer is adequate for a large speech SSL model pre-training. Our work is the first to train an acoustic tokenizer with the supervision of the last round SSL model, which is different from the previous auto-encoding and adhoc clustering methods. 3.1. Iterative Audio Pre-training Figure 1 shows the overall pipeline of our iterative audio pre-training framework of BEATS, where an acoustic tokenizer (Section 3.2) and an audio SSL model (Section 3.3) are optimized by iterations. In each iteration, given the unlabeled audio, we use the acoustic tokenizer to generate the discrete labels, and use them to train the audio SSL model with a mask and discrete label prediction loss. After model convergence, we use the audio SSL model as the teacher to train a new acoustic tokenizer with knowledge distillation for the next iteration of audio SSL model training. Specifically, given an audio clip as the input, we first extract the corresponding acoustic features, split them into regular grid patches, and further flatten them to the patch sequence X = {xt}T t=1. For the audio SSL model training, we use the acoustic tokenizer to quantize the patch sequence X to the patch-level discrete labels ˆZ = {ˆzt}T t=1 as the masked prediction targets. For the acoustic tokenizer training, we leverage the audio SSL model to encode the patch sequence X and extract the output sequence ˆO = {ˆot}T t=1 as the knowledge distillation targets. Note that we could leverage either a pre-trained audio SSL model or a fine-tuned audio SSL model as the teacher for acoustic tokenizer training. A fine-tuned model learns semantic knowledge not only from self-supervised pretraining but supervised fine-tuning, making it a better teacher for audio semantics distillation. With this alternating update learning process, the acoustic tokenizer benefits from the semantic-rich knowledge encoded by the audio SSL model, while the audio SSL model benefits from semanticrich discrete labels generated by the acoustic tokenizer. The procedure is repeated until convergence, and the theoretical proof of convergence is provided in Appendix A. 3.2. Acoustic Tokenizers The acoustic tokenizers are used to generate the discrete labels for each iteration of BEATS pre-training. In the first iteration, given the teacher model is unavailable, we employ a Random-Projection Tokenizer (Section 3.2.1) to cluster the continuous acoustic features into discrete labels as a cold start. Starting from the second iteration, we train a Self Distilled Tokenizer (Section 3.2.2) to generate the refined discrete labels with the semantic-aware knowledge distilled from the pre-trained/fine-tuned audio SSL model obtained in the last iteration. 3.2.1. COLD START: RANDOM-PROJECTION TOKENIZER For the first iteration of BEATS pre-training, we apply the random-projection tokenizer (Chiu et al., 2022) to generate the patch-level discrete labels for each input audio. As shown in the left part of Figure 2, the random-projection tokenizer includes a linear projection layer and a set of codebook embeddings, which are kept frozen after random initialization. Each patch of the input feature is first projected with the linear layer, then finds the nearest neighbor vector among the codebook embeddings, where the index of the nearest neighbor is defined as the discrete label. Specifically, given the patch sequence extracted from the input audio X = {xt}T t=1, we first project xt to the vector Wxt with a randomly initialized projection layer W. Then we look up the nearest neighbor vector of each projected vector Wxt from a set of random initialized vectors V = {vi}K i=1, where K is the codebook size, and define the discrete label of t-th patch as the index of the nearest neighbor vector: ˆzt = arg mini ||vi Wxt||2 2. 3.2.2. ITERATION: SELF-DISTILLED TOKENIZER From the second iteration of BEATS pre-training, we leverage the last iteration audio SSL model as the teacher, which can be either a pre-trained model or a fine-tuned model, to teach the current iteration tokenizer learning. We call it the BEATS: Audio Pre-Training with Acoustic Tokenizers Figure 2. Acoustic tokenizers for discrete label generation. self-distilled tokenizer to generate the patch-level discrete labels for each input audio. As shown in the right part of Figure 2, the self-distilled tokenizer first uses a Transformer-based tokenizer encoder to convert the input patches to discrete labels with a set of learnable codebook embeddings. Then, a Transformerbased tokenizer estimator is trained to predict the output of a teacher model with the discrete labels and codebook embeddings as the input. With knowledge distillation as the training target, the tokenized discrete labels are optimized to contain more semantic-rich knowledge from the teacher and less redundant information of the input audio. Specifically, we first feed the input patches X = {xt}T t=1 to a 12-layer Transformer encoder and obtain the encoded vector sequence E = {et}T t=1. Then, for each encoded vector et, we conduct the quantization by finding the nearest neighbor vector vˆzt from the codebook embeddings V = {vi}K i=1: ˆzt = arg mini ||ℓ2(vi) ℓ2(et)||2 2, where ℓ2 normalization is used to improve the codebook utilization (Yu et al., 2021; Peng et al., 2022). With the quantized vector sequence Eq = {vˆzt}T t=1 as the input, we use a 3-layer Transformer estimator to predict the last layer output of the teacher model {ˆot}T t=1. To deal with the non-differentiable problem of the vector quantization, following Van Den Oord et al. (2017), we apply the straight-through gradients mechanism, where the gradients are directly copied from the quantized vector sequence Eq to the encoded vector sequence E during the backward process. The overall training objective of the self-distilled tokenizer is defined as the cosine similarity between the output sequence of the tokenizer estimator {ot}T t=1 and the output sequence of the teacher model {ˆot}T t=1, along with the mean squared error between the encoded vector sequence E = {et}T t=1 and the quantized vector sequence Eq = {vˆzt}T t=1: L = max P X D PT t=1 cos(ot, ˆot) ||sg[ℓ2(et)] ℓ2(vˆzt)||2 2 ||ℓ2(et) sg[ℓ2(vˆzt)]||2 2, where D denotes the pre-training datasets, cos( , ) and sg[ ] are the cosine similarity and the stopgradient operator, respectively. We employ the exponential moving average (Van Den Oord et al., 2017) for codebook embedding optimization for more stable tokenizer training (Peng et al., 2022). During inference, we discard the tokenizer estimator, and leverage the pre-trained tokenizer encoder and codebook embeddings to convert each input audio X = {xt}T t=1 to patch-level discrete labels ˆZ = {ˆzt}T t=1. 3.3. Audio SSL Model 3.3.1. BACKBONE Following the previous works (Gong et al., 2021a; 2022a; Xu et al., 2022), we employ the Vi T structure (Dosovitskiy et al., 2021) as the backbone network, which consists of a linear projection layer and a stack of Transformer encoder layers. Given the input audio patches X = {xt}T t=1, we first convert them to the patch embeddings E = {et}T t=1 BEATS: Audio Pre-Training with Acoustic Tokenizers Figure 3. Overview of audio SSL model pre-training and fine-tuning. with a linear projection network. Then, we feed the patch embeddings to the Transformer encoder layers, and obtain the encoded patch representations R = {rt}T t=1. The Transformer is equipped with a convolution-based relative position embedding layer at the bottom, and the gated relative position bias (Chi et al., 2022) for better position information encoding. We also employ the Deep Norm (Wang et al., 2022a) for more stable pre-training. 3.3.2. PRE-TRAINING We propose a Masked Audio Modeling (MAM) task for the audio SSL model pre-training, as shown in the left part of Figure 3. Different from the previous audio pre-training methods, where the model is optimized to reconstruct the input acoustic feature, our model is optimized to predict the patch-level discrete labels generated by the acoustic tokenizers (Section 3.2) with a label predictor. Specifically, given the input patch sequence X = {xt}T t=1 and the corresponding target discrete acoustic labels ˆZ = {ˆzt}T t=1, we randomly mask 75% of the input patches, where the masked positions are denoted as M = {1, . . . , T}0.75T . Then, we feed the unmasked patch sequence XU = {xt : t M}T t=1 to the Vi T encoder, and obtain the encoded representations RU = {rt : t M}T t=1. Finally, we feed the combination of the non-masked patch representations and the masked patch features {rt : t M}T t=1 {0 : t M}T t=1 to the label predictor to predict the discrete acoustic labels Z = {zt}T t=1. It should be noted that only feeding the non-masked patches into the encoder could significantly speed up the training process while providing slight improvement across downstream tasks (Xu et al., 2022). The pre-training objective of MAM is the cross entropy loss which maximizes the log-likelihood of the correct acoustic labels in the masked positions given the unmasked patch sequences: LMAM = P t M log p(ˆzt|XU). 3.3.3. FINE-TUNING During audio SSL model fine-tuning, we discard the label predictor, and append a task-specific linear classifier upon the Vi T encoder to generate the labels for the downstream classification tasks, as shown in the right part of Figure 3. Specifically, we first random mask the input acoustic feature in the time and frequency dimension as spec-augmentation (Park et al., 2019), then split and flat it to the patch sequence X = {xt}T t=1. Unlike pre-training, we feed the whole patch sequence X to the Vi T encoder, and obtain the encoded representations R = {rt}T t=1. Finally, we use a linear classifier to calculate the category probabilities as p(C) = Softmax(Mean Pool(Wc R)), where Softmax, Mean Pool and Wc denote the softmax operation, meanpooling layer and the linear projection, respectively. We employ the cross entropy loss as the fine-tuning objective for the single label classification tasks, and the binary cross entropy loss for the multi-label classification tasks or the mixup augmentation (Zhang et al., 2017) is employed. BEATS: Audio Pre-Training with Acoustic Tokenizers 4. Experiment Datasets We pre-train our BEATS tokenizers and audio SSL models on the full training set of the Audio Set dataset (Gemmeke et al., 2017), and evaluate our pre-trained audio SSL models on six downstream tasks, including three audio classification tasks (AS-2M, AS-20K (Gemmeke et al., 2017) and ESC-50 (Piczak, 2015)) and three speech classification tasks (KS1, KS2 (Warden, 2018) and ER (Busso et al., 2008)). Please see Appendix B for the detailed introduction of each downstream task. Backbone The BEATS models have 12 Transformer encoder layers, 768-dimensional hidden states, and 8 attention heads, resulting in 90M parameters. We keep the model size similar to the previous SOTA audio pre-trained models (Xu et al., 2022; Chong et al., 2022) for a fair comparison of the pre-training methods. Acoustic feature Following (Gong et al., 2021a; 2022a), we convert the sample rate of each raw waveform to 16,000 Hz, and extract the 128-dimensional Mel-filter bank features with a 25ms Povey window that shifts every 10 ms as the acoustic feature. The acoustic feature is normalized to the mean value of 0 and standard deviation of 0.5 following the previous works. We split each acoustic feature into the 16 16 patches, and further flat them to the patch sequence as the input of our BEATS tokenizers and models. Model and tokenizer training We pre-train the BEATS models on AS-2M dataset for three iterations and denote them as BEATSiter1, BEATSiter2, BEATSiter3, BEATSiter3+. The BEATSiter1 is pre-trained with the discrete labels generated by a random-projection tokenizer (Section 3.2.1). Starting from the second iteration, we train a self-distilled tokenizer (Section 3.2.2) to generate the discrete labels for the pre-training of BEATSiter2 and BEATSiter3 with the pretrained BEATSiter1 and BEATSiter2 as the teacher, respectively. Different from BEATSiter3, the self-distilled tokenizer for BEATSiter3+ pre-training takes the supervised fine-tuned BEATSiter2 as the teacher model and learns to estimate the classification logits of the input audios. Compared with the other BEATS models, the BEATSiter3+ not only make use of the downstream supervised data during fine-tuning but also in pre-training. We pre-train all the BEATS models for 400k steps with a batch size of 5.6K seconds and a 5e-4 peak learning rate. The codebook of all the tokenizers contains 1024 embeddings with 256 dimensions. The self-distilled tokenizer with a self-supervised model as the teacher is trained for 400k steps with a batch size of 1.4K seconds and a 5e-5 peak learning rate. The self-distilled tokenizer with a supervised model as the teacher is trained for 400k steps with a batch size of 1.4K seconds and a 5e-4 peak learning rate. Each of the BEATS models is trained with 16 Tesla V100-SXM232GB GPUs for around 75 hours and the self-distilled tokenizer is trained with 8 Tesla V100-SXM2-32GB GPUs for around 45 hours. Please see Appendix C for the detailed hyperparameter settings. 4.2. Comparing with the SOTA Single Models Table 1 shows the comparison of the single-model performance of our BEATS pre-trained models and the previous SOTA models. For a fair comparison with the previous selfsupervised pre-training methods, we report the BEATSiter3+ fine-tuning results on AS-2M and AS-20K with the models that are pre-trained with the same supervised dataset as fine-tuning. On the other tasks, we report the BEATSiter3+ fine-tuning results with the model that is pre-trained with the AS-2M supervised dataset, and compare them with the previous supervised pre-training methods. Following (Xu et al., 2022; Gong et al., 2021a), we report the BEATSiter3+ fine-tuning result on ESC-50 with additional supervised training on AS-2M. Overall, BEATS achieve the best performance across all six audio and speech classification tasks. BEATSiter3+ set a new SOTA single-model audio understanding performance on AS-2M and AS-20K, and outperform the previous SOTA results by a large margin (48.6 v.s. 47.4 on AS-2M, and 38.9 v.s. 37.6 on AS-20K) with much fewer model parameters (90M v.s. 304M). Notably, BEATS also significantly outperform all the previous models that use more out-ofdomain or in-domain data for supervised or self-supervised pre-training. On ESC-50, BEATS successfully reduce the SOTA classification error rate from 5.9% to 4.4% without any external supervised data, and from 2.6% to 1.9% with external AS-2M supervised data. As shown in the table, our first iteration model BEATSiter1 which uses a random-projection tokenizer for label generation can already obtain better performance than previous works on five out of six tasks (AS-2M, ESC-50, KS1, KS2, and ER), which demonstrates the superiority of the discrete label prediction loss comparing to the reconstruction loss. Pre-trained with the refined labels generated by a self-distilled tokenizer, BEATSiter2 can achieve further performance improvements, especially on the audio classification tasks. With SSL on AS-2M, BEATSiter1 learns to encode the high-level audio representations with semanticaware knowledge. Taking BEATSiter1 as the teacher model, the self-distilled tokenizer is optimized to refine the labels with more audio-related semantics, resulting in the more powerful audio modeling ability of BEATSiter2. As for the third iteration of BEATS pre-training, we can find that BEATSiter3 obtains similar performance as BEATSiter2, BEATS: Audio Pre-Training with Acoustic Tokenizers Table 1. Comparing with the SOTA single models on audio and speech classification tasks. IN, AS, and LS denote the Image Net, Audio Set, and Libri Speech (Panayotov et al., 2015) datasets, respectively. TA and TI denote the 128K text-audio pairs and 400M text-image pairs for CLAP (Elizalde et al., 2022) and CLIP (Radford et al., 2021) pre-training, respectively. The evaluation metrics are m AP for AS-2M/AS-20K and accuracy for ESC-50/KS1/KS2/ER. We compared the best single models from each previous work. We gray-out the models and results with additional supervised training on the external datasets. The results reported following the SUPERB policy (wen Yang et al., 2021), where pre-trained models are kept frozen during fine-tuning. Model # Param Data Audio Speech AS-2M AS-20K ESC-50 KS1 KS2 ER No Pre-Training PANN (Kong et al., 2020) 81M - 43.1 27.8 83.3 - 61.8 - ERANN (Verbitskiy et al., 2022) 55M - 45.0 - 89.2 - - - Out-of-domain Supervised Pre-Training PSLA (Gong et al., 2021b) 14M IN 44.4 31.9 - - 96.3 - AST (Gong et al., 2021a) 86M IN 45.9 34.7 88.7 95.5 98.1 56.0 MBT (Nagrani et al., 2021) 86M IN-21K 44.3 31.3 - - - - Pa SST (Koutini et al., 2021) 86M IN 47.1 - - - - - HTS-AT (Chen et al., 2022a) 31M IN 47.1 - - - 98.0 - Wav2CLIP (Wu et al., 2022) 74M TI+AS - - 86.0 - - - Audio CLIP (Guzhov et al., 2022) 93M TI+AS 25.9 - 96.7 - - - In-domain Supervised Pre-Training PANN (Kong et al., 2020) 81M AS - - 94.7 - - - ERANN (Verbitskiy et al., 2022) 55M AS - - 96.1 - - - AST (Gong et al., 2021a) 86M IN+AS 45.9 - 95.6 - 97.9 - Pa SST (Koutini et al., 2021) 86M IN+AS 47.1 - 96.8 - - - HTS-AT (Chen et al., 2022a) 31M IN+AS 47.1 - 97.0 - - - CLAP (Elizalde et al., 2022) 190.8M TA - - 96.7 - 96.8 - Audio-MAE (Xu et al., 2022) 86M AS - - 97.4 - - - Self-Supervised Pre-Training Wav2vec (Schneider et al., 2019) 33M LS - - - 96.2 - 59.8 Wav2vec 2.0 (Baevski et al., 2020) 95M LS - - - 96.2 - 63.4 SS-AST (Gong et al., 2022a) 89M AS+LS - 31.0 88.8 96.0 98.0 59.6 MSM-MAE (Niizumi et al., 2022) 86M AS - - 85.6 - 87.3 - Mask Spec (Chong et al., 2022) 86M AS 47.1 32.3 89.6 - 97.7 - MAE-AST (Baade et al., 2022) 86M AS+LS - 30.6 90.0 95.8 97.9 59.8 Audio-MAE (Xu et al., 2022) 86M AS 47.3 37.1 94.1 96.9 98.3 - data2vec (Baevski et al., 2022) 94M AS - 34.5 - - - - Audio-MAE Large (Xu et al., 2022) 304M AS 47.4 37.6 - - - - CAV-MAE (Gong et al., 2022b) 86M AS+IN 44.9 34.2 - - - - Ours BEATSiter1 90M AS 47.9 36.0 94.0 98.0 98.3 65.9 BEATSiter2 90M AS 48.1 38.3 95.1 97.7 98.3 66.1 BEATSiter3 90M AS 48.0 38.3 95.6 97.7 98.3 64.5 BEATSiter3+ 90M AS 48.6 38.9 98.1 98.1 98.1 65.0 indicating our self-distilled tokenizer is robust to different SSL teacher models, and our BEATS iterative pre-training procedure is capable of fast convergence in only a few iterations. Furthermore, if we use the fine-tuned BEATSiter2 models as the teacher model, the BEATSiter3+ can bring significant performance gains on both AS-2M and AS-20K tasks, and outperform all the previous SOTA models by a large margin. By leveraging the supervised fine-tuning data in our iterative training pipeline, both the acoustic tokenizer and the audio SSL model learn more task-specific semantic knowledge from each other, which would effectively promote BEATSiter3+ performance on the downstream understanding tasks. 4.3. Comparing Different BEATS Tokenizers Table 2 shows the detailed performance comparison of different BEATS tokenizers. We can find that the self-distilled tokenizer shows remarkable superiority compared with the random-projection tokenizer, especially in the task with scarce data. It is because the random-projection tokenizer with a simple feature clustering process is insufficient to provide the labels with the high-level audio semantic abstraction, while the self-distilled tokenizer is able to distill the semantic knowledge from a well pre-trained audio SSL model to the generated discrete labels. In addition, the results show that the performance of the selfdistilled tokenizer is insensitive to different self-supervised teachers (e.g. BEATS models) but sensitive to different BEATS: Audio Pre-Training with Acoustic Tokenizers Table 2. Comparing different BEATS tokenizers on audio classification tasks. SSL Data and SL Data denote the training data used for self-supervised learning and supervised learning, respectively. We use AS-2M supervised data during pre-training and AS-20K supervised data during fine-tuning. Here, We report the ESC-50 results without additional supervised pre-training on AS-2M for a fair comparison of different tokenizers. Model Tokenizer Type Tokenizer Teacher SSL Data SL Data AS-2M AS-20K ESC-50 BEATSiter1 Random-Projection N/A AS - 47.9 36.0 94 BEATSiter2 Self-Distilled BEATSiter1 AS - 48.1 38.3 95.1 BEATSiter3 Self-Distilled BEATSiter2 AS - 48.0 38.3 95.6 BEATSiter3+ Self-Distilled BEATSiter2 fine-tuned on AS-20K AS AS-20K 48.0 38.9 96.2 BEATSiter3+ Self-Distilled BEATSiter2 fine-tuned on AS-2M AS AS 48.6 41.8 97.1 (a) Reconstruction (b) BEATSiter3 (c) BEATSiter3+ Figure 4. Comparing the pre-training targets of different SSL models with audio samples from ESC-50. We visualize the acoustic features for reconstruction-based SSL models, the representations quantized by the tokenizer with a self-supervised pre-trained teacher for BEATSiter3, and the representations quantized by the tokenizer with a supervised fine-tuned teacher for BEATSiter3+. supervised teachers (e.g. the fine-tuned BEATS models). The self-distilled tokenizer guided by BEATSiter1 obtains similar performance as the tokenizer guided by BEATSiter2. The self-distilled tokenizer guided by the AS-2M fine-tuned BEATSiter2 model can achieve the best performance on all three audio classification tasks. 4.4. Comparing Different Pre-Training Targets via Visualization Figure 4 shows the comparison of the pre-training targets of different SSL models with audio samples from the ESC-50 dataset. Specifically, figure 4(a) demonstrates the acoustic features which are the pre-training targets for reconstructionbased SSL models. Figure 4(b) and 4(c) illustrate the pretraining targets of BEATSiter3 and BEATSiter3+, which are demonstrated with the quantized representations encoded by the acoustic tokenizers with a self-supervised teacher (i.e. BEATSiter2) and a supervised teacher (i.e. the finetuned BEATSiter2), respectively. We reduced the feature dimension to 2-D by T-SNE (Van der Maaten & Hinton, 2008) for better visualization. As the standard evaluation setting, we divide the data into a 1.6K training set and a 0.4K valid set. We use the training set for BEATSiter3+ pre-training, and the valid set for visualization. We randomly select ten audio samples with different classification labels from the valid set, then add some random disturbance on the waveform with RIR 2 reverberations and DNS noises (Reddy et al., 2021). The points with different colors denote the audios with different classification labels, and the points with the same color denote different disturbances to the same audio. As shown in the figures, the pre-training targets of reconstruction-based SSL models are very sensitive to random disturbances on the waveform. The acoustic feature of the same audio with different disturbances can be far apart, and the acoustic feature with different labels can be closely spaced. It indicates the pre-training targets of reconstructionbased SSL models mainly contain low-level time-frequency features and lack high-level audio semantic abstractions. In comparison, the pre-training targets of BEATS models are much more robust to the random variations. With the selfsupervised pre-trained model as the teacher, the acoustic tokenizer learns to cluster the audio samples with the same semantic content and get rid of the background reverberations and noises. With the supervised fine-tuned model as the teacher, the acoustic tokenizer can successfully capture high-level semantics of audio regardless of the low-level details of redundancy, and generate semantic-rich discrete tokens for more effective BEATS model pre-training. 2https://www.openslr.org/28/ BEATS: Audio Pre-Training with Acoustic Tokenizers Table 3. Comparing with the SOTA ensemble models on AS-2M. Model SL Data AS-2M PSLA (Gong et al., 2021b) IN+AS 47.4 AST (Gong et al., 2021a) IN+AS 48.5 HTS-AT (Chen et al., 2022a) IN+AS 48.7 Pa SST (Koutini et al., 2021) IN+AS 49.6 BEATS (5 models) AS 50.4 BEATS (10 models) AS 50.6 4.5. Comparing with the SOTA Ensemble Models Table 3 shows the comparison of the ensemble-model performance of our BEATS pre-trained models and the previous SOTA models on AS-2M. We first ensemble all the five AS-2M fine-tuned BEATS models that are listed in Table 2, and denote it as BEATS (5 models). As shown in the table, without using any external supervised data (e.g. Image Net), our BEATS (5 models) significantly outperforms the previous best ensemble models by 0.8 m AP. Then, we rerun the AS-2M fine-tuning of the five BEATS SSL models with a learning rate of 5e-5 for 100k training steps, and ensemble all the ten AS-2M fine-tuned models. The BEATS (10 models) can further improve the ensemble results and achieve 50.6 SOTA m AP performance. 5. Conclusion, Limitations, and Future Work In this paper, we propose BEATS, an iterative audio pretraining framework for audio representation learning. Different from the previous audio SSL methods that employ reconstruction loss as the pre-training objective, we present a self-distilled tokenizer to convert continuous audio signals into discrete labels, enabling the classic mask and discrete label prediction pre-training. BEATS achieve superior performance across six audio and speech classification tasks and set new SOTA results on Audio Set-2M and ESC-50 benchmarks. Further visualization analysis illustrates the pre-training targets of BEATS models are more robust to disturbances and aligned with the semantics than reconstruction-based audio SSL models, which indicates the effectiveness of the self-distilled tokenizer and accounts for the superiority of our audio pre-training framework. Despite these advancements, our BEATs models still have several limitations. Computation Overhead: The iterative pre-training process employed by BEATs models results in a linear increase in computational overhead with the number of iteration steps. To mitigate this issue, we release all pre-trained tokenizers and SSL models, enabling future researchers to generate semantically-rich labels for their audio samples, fine-tune SSL models, and train new audio SSL models at a significantly reduced cost. Data Coverage: In line with previous audio pre-training studies, our work relies solely on the Audio Set-2M dataset for pre-training, which is limited in terms of audio and speech coverage. As a future direction, we plan to broaden the pre-training data to further enhance the capabilities and effectiveness of BEATs in more general audio processing tasks. Additionally, we are interested in exploring the multimodal domain by integrating audio with vision and language. 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Convergence Analysis In this section, we investigate the convergence properties of our proposed iterative audio pre-training procedure. From the probabilistic perspective, we can formulate the iterative pre-training of our tokenizer and SSL model with the expectationmaximization (EM) algorithm, which is used to obtain maximum likelihood estimates of the parameters in models with latent variables. By utilizing the EM algorithm, the likelihood function of the observable data is guaranteed to be non-decreasing in each iteration, ensuring the convergence of our iterative pre-training procedure. In the following, we present a mathematical analysis and formally prove the convergence of our approach. A.1. Mathematical Formulation Given the input audio samples X, the tokenizer parameters δ, and the SSL model parameters θ, our framework is optimized to maximize the likelihood function p(X|θ, δ) with the discrete labels Z and SSL model representation R as the latent variables. We denote δ(t) and θ(t) as the tokenizer and the SSL model parameters optimized in the t-th iteration, respectively. In the (t + 1)-th iteration, the tokenizer is trained to maximize the joint distribution p(X, R|θ(t), δ), where R is sampled from the posterior distribution p(R|X, θ(t)) estimated by the SSL model from the previous iteration. Subsequently, the SSL model is trained to maximize the joint distribution p(X, Z|θ, δ(t+1)), where Z is sampled from the posterior distribution p(Z|X, δ(t+1)) estimated by the tokenizer from the current iteration. A.2. Convergence Proof Lemma A.1. Given the mathematical formulation in Section A.1, the likelihood is guaranteed to be non-decreasing during each iteration of the tokenizer training. Formally, t N, log p(X|θ(t), δ(t+1)) log p(X|θ(t), δ(t)). Proof of Lemma A.1. We derive the log-likelihood function for each iteration of the tokenizer training as follows: log p(X|θ, δ) = ER q(R) log p(X|θ, δ) = ER q(R) (log p(X, R|θ, δ) log p(R|X, θ, δ)) log p(X, R|θ, δ) q(R) log p(R|X, θ, δ) = ER q(R) log p(X, R|θ, δ) q(R) ER q(R) log p(R|X, θ, δ) = ER q(R) log p(X, R|θ, δ) q(R) | {z } ELBO(q(R),θ,δ) +KL(q(R)||p(R|X, θ, δ)), where a distribution q(R) defined over the latent variables R is introduced, and the Kullback-Leibler (KL) Divergence between the distributions q(R) and p(R|X, θ, δ)) is denoted as KL(q(R)||p(R|X, θ, δ)). Since the KL divergence satisfies KL(q(R)||p(R|X, θ, δ)) 0, with equality if, and only if q(R) = p(R|X, θ, δ), ELBO(q(R), θ, δ) is the evidence lower bound on the log-likelihood log p(X|θ, δ). In the E step of (t + 1)-th iteration, we maximize ELBO(q(R), θ, δ) with respect to q(R) while keeping θ = θ(t) and δ = δ(t) fixed. Since log p(X|θ(t), δ(t)) does not depend on q(R), maximizing ELBO(q(R), θ(t), δ(t)) is equivalent to minimizing KL(q(R)||p(R|X, θ(t), δ(t))), resulting in q(R) = p(R|X, θ(t), δ(t)). In the M step of (t + 1)-th iteration, we maximize ELBO(q(R), θ, δ) with respect to δ while keeping θ = θ(t) and q(R) = p(R|X, θ(t), δ(t)) fixed, and obtain the optimized parameters δ(t+1) as follows. δ(t+1) = arg max δ ELBO(p(R|X, θ(t), δ(t)), θ(t), δ) = arg max δ ER p(R|X,θ(t),δ(t)) log p(X, R|θ(t), δ) p(R|X, θ(t), δ(t)) = arg max δ ER p(R|X,θ(t),δ(t)) log p(X, R|θ(t), δ) BEATS: Audio Pre-Training with Acoustic Tokenizers Hence, we obtain t N that log p(X|θ(t), δ(t+1)) = ER p(R|X,θ(t),δ(t)) log p(X|θ(t), δ(t+1)) = ER p(R|X,θ(t),δ(t)) log p(X, R|θ(t), δ(t+1)) log p(R|X, θ(t), δ(t+1)) = ER p(R|X,θ(t),δ(t)) log p(X, R|θ(t), δ(t+1)) ER p(R|X,θ(t),δ(t)) log p(R|X, θ(t), δ(t+1)) = ER p(R|X,θ(t),δ(t)) log p(X, R|θ(t), δ(t+1)) ER p(R|X,θ(t),δ(t)) log p(R|X, θ(t), δ(t)) ER p(R|X,θ(t),δ(t)) log p(X, R|θ(t), δ(t)) ER p(R|X,θ(t),δ(t)) log p(R|X, θ(t), δ(t)) = ER p(R|X,θ(t),δ(t)) log p(X|θ(t), δ(t)) = log p(X|θ(t), δ(t)) The proof of Lemma A.1 is thus complete. Lemma A.2. Given the mathematical formulation in Section A.1, the likelihood is guaranteed to be non-decreasing during each iteration of the SSL model training. Formally, t N, log p(X|θ(t+1), δ(t+1)) log p(X|θ(t), δ(t+1)). Proof of Lemma A.2. We derive the log-likelihood function for each iteration of the SSL model training as follows: log p(X|θ, δ) = EZ q(Z) log p(X|θ, δ) = EZ q(Z) (log p(X, Z|θ, δ) log p(Z|X, θ, δ)) log p(X, Z|θ, δ) q(Z) log p(Z|X, θ, δ) = EZ q(Z) log p(X, Z|θ, δ) q(Z) EZ q(Z) log p(Z|X, θ, δ) = EZ q(Z) log p(X, Z|θ, δ) q(Z) | {z } ELBO(q(Z),θ,δ) +KL(q(Z)||p(Z|X, θ, δ)), where a distribution q(Z) defined over the latent variables Ris introduced. Since the KL divergence satisfies KL(q(Z)||p(Z|X, θ, δ)) 0, with equality if, and only if q(Z) = p(Z|X, θ, δ), ELBO(q(Z), θ, δ) is the evidence lower bound on the log-likelihood log p(X|θ, δ). In the E step of (t + 1)-th iteration, we maximize ELBO(q(Z), θ, δ) with respect to q(Z) while keeping θ = θ(t) and δ = δ(t+1) fixed. Since log p(X|θ(t), δ(t+1)) does not depend on q(Z), maximizing ELBO(q(Z), θ(t), δ(t+1)) is equivalent to minimizing KL(q(Z)||p(Z|X, θ(t), δ(t+1))), resulting in q(Z) = p(Z|X, θ(t), δ(t+1)). In the M step of (t + 1)-th iteration, we maximize ELBO(q(Z), θ, δ) with respect to θ while keeping δ = δ(t+1) and q(Z) = p(Z|X, θ(t), δ(t+1)) fixed, and obtain the optimized parameters θ(t+1) as follows. θ(t+1) = arg max θ ELBO(p(Z|X, θ(t), δ(t+1)), θ, δ(t+1)) = arg max θ EZ p(Z|X,θ(t),δ(t+1)) log p(X, Z|θ, δ(t+1)) p(Z|X, θ(t), δ(t+1)) = arg max θ EZ p(Z|X,θ(t),δ(t+1)) log p(X, Z|θ, δ(t+1)) Hence, we obtain t N that BEATS: Audio Pre-Training with Acoustic Tokenizers log p(X|θ(t+1), δ(t+1)) = EZ p(Z|X,θ(t),δ(t+1)) log p(X|θ(t+1), δ(t+1)) = EZ p(Z|X,θ(t),δ(t+1)) log p(X, Z|θ(t+1), δ(t+1)) log p(Z|X, θ(t+1), δ(t+1)) = EZ p(Z|X,θ(t),δ(t+1)) log p(X, Z|θ(t+1), δ(t+1)) EZ p(Z|X,θ(t),δ(t+1)) log p(Z|X, θ(t+1), δ(t+1)) = EZ p(Z|X,θ(t),δ(t+1)) log p(X, Z|θ(t+1), δ(t+1)) EZ p(Z|X,θ(t),δ(t+1)) log p(Z|X, θ(t), δ(t+1)) EZ p(Z|X,θ(t),δ(t+1)) log p(X, Z|θ(t), δ(t+1)) EZ p(Z|X,θ(t),δ(t+1)) log p(R|X, θ(t), δ(t+1)) = EZ p(Z|X,θ(t),δ(t+1)) log p(X|θ(t), δ(t+1)) = log p(X|θ(t), δ(t+1)) The proof of Lemma A.1 is thus complete. Theorem A.3. Given the mathematical formulation in Section A.1, the likelihood is guaranteed to be non-decreasing with each iteration of the iterative audio pre-training procedure. Formally, t N, log p(X|θ(t+1), δ(t+1)) log p(X|θ(t), δ(t)). Proof of Theorem A.3. By applying Lemma A.1 and Lemma A.2, we obtain: log p(X|θ(t+1), δ(t+1)) log p(X|θ(t), δ(t+1)) log p(X|θ(t), δ(t)) (7) The proof of Theorem A.3 is thus complete. In summary, the convergence analysis demonstrates that our iterative pre-training of the tokenizer and SSL model ensures a non-decreasing likelihood of the observable data in each iteration. Although convergence to the global maximum of the likelihood is not guaranteed, the non-decreasing property ensures the convergence of our iterative pre-training procedure to a local maximum or a saddle point. This provides a theoretical foundation for the effectiveness and stability of our proposed method. B. Datasets We pre-train and evaluate our BEATS models with five datasets as follows. Specifically, we pre-train the acoustic tokenizers and audio SSL models on the full training set of the Audio Set dataset, and evaluate our pre-trained audio SSL models on six downstream tasks, including three audio classification tasks (AS-2M, AS-20K and ESC-50) and three speech classification tasks (KS1, KS2 and ER). Audio Set (AS-2M and AS-20K) (Gemmeke et al., 2017) is a large-scale audio classification dataset. It contains over 2 million 10-second You Tube clips annotated with 527 audio event classes, where each clip could be annotated with multiple audio event classes. It is officially subdivided into three partitions, including a class-wise balanced set (22,176 clips), a class-wise unbalanced set (2,042,985 clips), and an eval set (20,383 clips). Due to the constant change in You Tube video availability (e.g., videos being removed or taken down), we downloaded and processed 20,666, 1,919,153, and 18,987 clips for the balanced, unbalanced, and eval sets, respectively, which is consistent with the previous works (Baade et al., 2022). Following the previous works, we use the combination of the 21K balanced and the 1.9M unbalanced training audios for fine-tuning in the AS-2M task, and only the 21K balanced training audios for fine-tuning in the AS-20K task. We evaluate our models on the 19K eval set with the mean average precision (m AP) evaluation metric. Environmental Sound Classification (ESC-50) (Piczak, 2015) is an audio classification dataset that contains 2,000 5-second environmental sound recordings annotated with 50 classes. Each sound recording is only annotated with one class. We follow the 5-fold cross-validation evaluation setting as the previous works and report the classification accuracy as the evaluation metric. Speech Commands V2 (KS2) (Warden, 2018) is a keyword spotting dataset that contains 105,829 1-second spoken word clips annotated with 35 common word classes. It is officially subdivided into the training, validation, and testing set that contains 84,843, 9,981, and 11,005 audio clips respectively. We report classification accuracy as the evaluation metric. BEATS: Audio Pre-Training with Acoustic Tokenizers Speech Commands V1 (KS1) (Warden, 2018) task uses the same dataset as KS2, but only contains 10 classes of keywords, 1 silence class, and 1 unknown class that includes all the other 20 common speech commands. We use the standard data and split provided in SUPERB benchmark (wen Yang et al., 2021) to report classification accuracy for a fair comparison with the previous works. IEMOCAP (ER) (Busso et al., 2008) is an emotion recognition dataset that contains about 12 hours of emotional speech clips annotated with four classes. we use the 5-fold cross-validation evaluation setting as SUPERB benchmark (wen Yang et al., 2021) and report classification accuracy as the evaluation metric. C. Hyperparamter Settings Table 4 shows the detailed hyperparameters that are used for BEATS acoustic tokenizer training, audio SSL model pretraining and fine-tuning, which are adapted from the previous works (Xu et al., 2022; Chen et al., 2022b; Peng et al., 2022). Hyperparameters Tokenizer Training Model Pre-Training Model Fine-Tuning SSL Teacher SL Teacher AS-2M AS-2M AS-20K ESC KS1 KS2 ER Optimizer Adam W (Loshchilov & Hutter, 2017) Optimizer Momentum β1 = 0.9, β2 = 0.98 Weight decay 0.01 Learning Rate Schedule Linear Decay Cosine Steps 400K 50K 80K Warmup epochs 32K 5K 8K GPU 8 16 16 4 Batch size (s) 1.4K 5.6K 6.4K 800 300 100 300 Layer-wise learning rate decay 1.0 1.0 0.6 0.3 0.2 0.3 1.0 Peak learning rate 5e-5 5e-4 5e-4 1e-4 3e-5 1e-4 3e-5 Weighted Sampling * Dropout (Srivastava et al., 2014) 0.1 0.0 Layer Dropout 0.0 0.1 Roll Augmentation Spec Aug (Park et al., 2019) N/A 0.3 0.2 0.3 0.15 Mixup (Zhang et al., 2017) N/A 0.0 0.8 0.0 0.8 0.0 Multilabel N/A Loss Function Cosine Similarity CE BCE CE BCE CE Dataset Mean for Normalization 15.41663 11.72215 11.43905 11.41045 12.0889 Dataset Std for Normalization 6.55582 10.60431 5.64913 5.67857 4.29147 Table 4. Hyperparameters of BEATS acoustic tokenizer training, audio SSL model pre-training and fine-tuning. CE and BCE denote the cross entropy loss and binary cross entropy loss, respectively. *We balance each class to 50% of the size of the unknown class for each training epoch.