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Barry Diller
Ticketmaster Entertainment - Chairman
Irving Azoff
Ticketmaster Entertainment - CEO
Michael Rapino
Live Nation - CEO & President
Kathy Willard
Live Nation - EVP & CFO
John Hopmans
Live Nation - EVP, Mergers & Acquisitions and Strategic Finance
Brian Regan
Ticketmaster Entertainment - CFO

Conference Call Transcript
LYV - Live Nation and Ticketmaster Entertainment to Combine in
Merger of Equals to create World's Premier Live Entertainment
EVENT DATE/TIME: FEB. 10. 2009 / 11:30AM ET

Alan Gould
Natixis - Analyst
James Sanford
Citigroup - Analyst
Brett Harris
Gabelli & Co. - Analyst
Mark Wienkes
Goldman Sachs - Analyst
David Kestenbaum
Morgan Joseph - Analyst
Ben Mogil
Thomas Weisel Partners - Analyst
Warren Miller
Moringstar - Analyst
David Joyce
Miller Tabak & Co. - Analyst
Scott Devitt
Stifel Nicolaus - Analyst


Good morning, ladies and gentlemen. Thank you for standing by. Welcome to today's conference call to discuss the merger of Live
Nation and Ticketmaster Entertainment.

With us today we have Barry Diller, Chairman of Ticketmaster Entertainment; Michael Rapino, Chief Executive Officer of Live
Nation, and Irving Azoff, Chief Executive Officer of Ticketmaster Entertainment.

As a reminder, this conference is being recorded.

Before we begin, I would like to remind everyone that information on this morning's call may contain certain forward-looking
statements that are subject to risks and uncertainties that could cause actual results to differ. Please refer to Live Nation's and
Ticketmaster's SEC filings for a description of risks and uncertainties that could impact the actual results. Live Nation and
Ticketmaster may also refer to some non-GAAP measures in this call.

In accordance with SEC Regulation G, the companies have provided full reconciliation to the most directly comparable GAAP
measures and the related presentation, which is on their websites. The press release, slide presentation and reconciliations to be
discussed on this call can be found on and on http// and will also be filed
with the Securities and Exchange Commission.

I would now like to turn the call over to Barry Diller. Please go ahead, Mr. Diller.

Barry Diller - Ticketmaster Entertainment - Chairman

Thanks and good morning, everybody. There are times for everything, and I have been trying and mostly consistently failing to put
these companies together for many years now. The economic difficulties and the uncertainties of this moment, probably lots more
moments to come, is actually the second reason that now is the time to do this.

The first reason is the unique synchronicity of the two men who are going to lead this Company. In Michael Rapino and Irving Azoff,
we've not only got great talent but also the real spearheads of the entire transaction, and the primary key to proceeding was their
agreement to lead the Company.

It is our shared recognition that as a single integrated company, we will create a greater connection between artists, performers,
athletes and fans. We will have the resources and capabilities to bring together the industry's increasingly divergent interests and
improve the experience for all. And together the Company is going to be financially stronger, greater synergies and returns with
greater synergies and returns to shareholders.

What we're going to do on the call today is to explain the transaction and then take your questions. But just before that, given the
stories in the media this last week, raising issues of competition, I thought it helpful to be clear about ticket pricing issues.
Ticketmaster does not set prices. Live Nation does not set ticket prices. Artists set the prices. Everyone else is just a distributor or
service provider to the artist and content owner.

Also, while there is much confusion about the primary and secondary market for ticketing, both markets do exist. And Ticketmaster's
efforts in engaging in secondary ticketing are designed to make a more transparent and secure marketplace for those kinds of

Now comments from Ticketmaster CEO Irving Azoff and then Michael Rapino will get into all the details. So Irving, proceed.

Irving Azoff - Ticketmaster Entertainment - CEO

Thank you, Barry, and good morning, everyone. Let me start by saying how thrilled I am to be here today with my new business
partner, Michael Rapino. Through my role at Front Line, we have worked closely together on many projects and always dreamed
about doing more together. I want you to know how much I share Barry's enthusiasm for this deal, and I want to thank him for his
total commitment and support without which this exciting merger would not be taking place.

As many of you know, we at Ticketmaster have been striving to fundamentally change the way the live entertainment business
works. Our ticketing platform has long provided a great technological platform that allows event organizers of all kinds to reach their
fans. Now it is time to turn to the marketing process as well.

Connecting Live Nation's industry-leading roster of artists, performers and live entertainment venues with our ticketing platform and
marketing capabilities will encourage innovation and a better suite of product offerings for our fans and business partners. More
seating choices, better price flexibility, broader event promotions and more creativity in marketing and merchandising will all result
from bringing these two great companies together. We need to develop more effective methods to package, price and market live
entertainment, and that is exactly what this merger delivers. By making an even greater investment in technology, we can enhance
our ticketing platform to provide even more options like paperless ticketing and better access for fans to the shows they want to see.
More tickets and more content mean more revenue for artists in the venues they play in. This merger will create a pipeline for all
rights holders to reach their consumers whether as a team, an artist or a record company. It is our time our business delivers
forward thinking marketing solutions, and we intend to do just that.

We're looking forward to partnering with Michael and his team to make many of these ideas reality in the years ahead. It is my great
pleasure now to turn this over to Michael to walk you through the details of the deal.

Michael Rapino - Live Nation - CEO & President

Thank you, Irving. I would like to start by reiterating what an exciting opportunity this combination presents. Live Nation's strategy
has focused on the development of a direct artist fan distribution pipe. This merger is in line with our vision and accelerates our
ability to execute our strategy to the benefit of performers, fans and investors.

Let me walk you through the terms of the transaction. We have posted an investor deck to the website.

As page two illustrates, this transaction is designed as a stock for stock merger of equals where each share of Ticketmaster will be
exchanged for 1.384 Live Nation shares. Following the completion of the transaction, shareholders of each Company will own
approximately half of Live Nation's entertainment outstanding shares.

Our board and management will be divided amongst each company. Live Nation and Ticketmaster will each name seven members
to the new Company's board. I will serve as CEO and President of the combined entity, Irving will be executive Chairman and CEO
of Front Line, and Barry Diller will serve as the Company's Chairman. We anticipate closing the transaction in the second half of
2009 subject to the customer closing conditions and regulatory shareholder approvals.

As page four illustrates in terms of financial highlights, even based on our conservative functions, this will create a much stronger
Company financially with a diversified revenue stream across all live entertainment genres and ability to achieve significant cost
synergies. With approximately $6 billion of combined annual revenue and $500 million of annual adjusted operating income, the
combined Company will feature a stable reoccurring revenue model that we believe will generate significant free test flow. Together
our revenue opportunities can produce a far better return on its investments than either company can do on its own. In providing the
better service platform to venues big and small, we can help them generate the right return on their investments as well. The better
job we do of getting the right fans in the right seat at the right time, the more money our clients are going to make.

Finally, the new Company will also have a stronger overall credit profile predominately because of the significant synergies that we
believe can be achieve through ticketing and other operating savings.

Turning to page eight, you begin to get a better sense of the growth opportunities available to us by combining these two companies
and creating an integrated promotion and ticketing platform.

From additional sponsorship opportunities to our ability to monetize our existing online access to consumers, we believe there are
significant opportunities here to grow once these two companies are combined.

In addition, secondary ticketing, including on our own services in this segment, can become more efficient. Artists would become
more practical, and pricing and inventory control will get better in the primary ticketing, meaning more choices, more convenience
and better pricing in both the primary and secondary market segments. This will also help restore to artists some of the secondary
ticketing revenues currently being lost to other people.

We touched briefly early on the combined strength of the Company, but the chart on page nine really brings the point home.
Combining Live Nation's steady revenue stream, which has grown 11% compound growth rate over the last five years with
Ticketmaster's stable cash generation ability, will support our efforts to invest in new technology while supporting our growth profile.

The ability to grow revenues and free cash flow will also strengthen our financial position and help us maintain a strong credit profile
as demonstrated on slide 10. The pro forma total debt to adjusted operating income level for the combined company will be 3.4
times or 3.2 times when you to include an expected $40 million in operating synergies.

Just to wrap up, we expect to close this transaction in the second half of this year subject to the approval from both company
shareholders, Ticketmaster's lenders and various regulators. We will begin our discussions with the relevant parties along those
fronts today and are optimistic we will close this deal in a timely fashion.

What I would like to do now is open up the floor to questions. Operator?



(Operator Instructions). Alan Gould, Natixis.

Alan Gould - Natixis - Analyst

A question for Michael or Irving. Barry was saying how it is the artist who sets the pricing. Irving, doesn't the manager, the Front
Line management, do they have any influence on the pricing?

Also Irving, can you give us your thoughts on Live Nation's 360 deals? Do you expect to be more or less aggressive on these in the

Michael Rapino - Live Nation - CEO & President

First of all, the role of the manager is an advisor to the artist. All of our artists also have agents, business managers and lawyers. So
it is a collaborative effort, and artists are very involved. I know of no major artist that does not take -- make the final decision and
take an active participation in their ticket pricing.

As for the 360 deal, I'm pretty open to -- I think you look at each artist and their needs and you try and structure programs for them
that will help them achieve that. So I think for certain artists we would look at all around deals in the future, but it is really on a case-
by-case basis.


Mark Mahaney, Citigroup.

James Sanford - Citigroup - Analyst

This is [James Stanford] for Mark Mahaney. A question for Michael. It seems like this merger is a pretty sharp turnaround from the
Live Nation strategy, which was essentially to break off from Ticketmaster and launch their own ticketing platform. What has
changed? And in the months that you actually ran a platform, did you learn any lessons there that made you sort of more inclined to
come back to the Ticketmaster family?

Michael Rapino - Live Nation - CEO & President

Thank you. You know if you listened to my vision and where we have been for the last three years, it has been very consistent. We
were a concert promoter that needed to extend and vertically integrate into what we call the front door, access to the consumer and
ticketing, and we have proceeded over the last two years at building that front door and our ticketing access platform.

Over the last while, as we have been talking to Irving, it has been clear that we could accelerate that strategy and join two
complementary businesses and get to the next stage of increasing the value for the shareholders and fans and artists. We believe
that this process just accelerates where we would like to be in three years and gets our shareholders where we could be staying
with that combined strategy.

So nothing has changed in our execution. Nothing has changed in our belief that we -- our current ticketing platform will work, is
working and will continue to work. But we believe that combining our forces in today's economy is a much more efficient use of our
resources to increase the pie and increase the experience as we move forward.


Brett Harris, Gabelli & Co.

Brett Harris - Gabelli & Co. - Analyst

On the Live Nation side, does the Eventim deal survive the combination, and if so, is SMG going to use the Eventim platform or the
Ticketmaster platform?

Michael Rapino - Live Nation - CEO & President

We are working through or looking to honor and work through our CBS relationship, and we will be talking to (inaudible) on how we
best maximize and honor that contract to service the customers.


Mark Wienkes, Goldman Sachs.

Mark Wienkes - Goldman Sachs - Analyst

I was wondering a question for Michael. The strategy during the DOJ or FTC, I guess first, do you know if it will be one or the other
agency? Which one it will be? And then what is the strategy during the review? Will Live Nation like with the ticketing operations stop
going after new venue business during this review period, and what about the deal with SMG that was struck?

Michael Rapino - Live Nation - CEO & President

It is a DOJ approval process. It is business as usual, as you know, until this deal is closed. We had already laid out for the investors
well beyond this that 2009 first and primarily was about servicing our own needs, making sure that our amphitheater, our shows and
all of our inventory was on sale and working well for the summer.

So it is business as usual. We have a bunch of shows that we have been selling for the last month. We have some learning curves,
some hiccups and are adjusting daily to make sure that our system can handle our summer load and it will be business as usual.

SMG, the first few deals do not come up until later in 2009. So it will be again business as usual on our platform until this deal

Mark Wienkes - Goldman Sachs - Analyst

Okay. Then along that line, my follow-up would be any change to the business fundamentals with respect to your comment on solid
early ticket sales that you made last month, and on the $40 million synergy numbers, that is a first pass and you expect there is
more as you dig deeper into each other's financials?

Michael Rapino - Live Nation - CEO & President

Yes, on the first front, I think since our Citibank conference in Phoenix that we reported kind of year-over-year comparisons. What is
it? It is now a month later, and we can confidently say that a month later if we compared 2008 to 2009 time and date in terms of
tickets sold, shows on the sale, we're pacing online with last year. So we are very optimistic that we will have a continued strong
year in terms of concert ticket sales.

Synergies, yes. I think we said conservatively $40 million. We think this has great not only cost synergies but more importantly
revenue opportunities with the combined entities well beyond the 40.


David Kestenbaum, Morgan Joseph.

David Kestenbaum - Morgan Joseph - Analyst

$40 million of synergies, can you talk about how long you think nit will take for you to achieve that and where exactly that is coming
from, the $40 million?

Michael Rapino - Live Nation - CEO & President

Sure. I am going to just pass that over to Kathy Willard, my CFO. And Brian Regan, Ticketmaster's CFO, will talk.

Kathy Willard - Live Nation - EVP & CFO

Our plan is that would be within the first year after the closing, and we see those totaled savings. and it is going to come from a lot
of the different groups within the two companies. But I'm not going to get more specific on the call.


Ben Mogil, Thomas Weisel Partners.

Ben Mogil - Thomas Weisel Partners - Analyst

The first question is, in terms of some of the promoters who were obviously competitors to Live Nation and Ticketmaster and has
relationships with thinking people like AEG and Jam? Any sort of commentary have you guys reached out to them in advance of this
deal to get a sense of how comfortable they feel with the combination?

And then on the second question on the debt covenant side, are there any -- will there be sort of a refinancing of the combined
entity, and are there any sort of change of control clauses that would lead some of the debt to automatically be callable?

Michael Rapino - Live Nation - CEO & President
Sure. John Hopmans will answer the financial question.

John Hopmans - Live Nation - EVP, Mergers & Acquisitions and Strategic Finance

On the debt side, the only amendment that will be required is an amendment of Ticketmaster's senior credit facilities. This does not
trigger a change of control under any of Live Nation's credit facilities nor under Ticketmaster's bond, and we expect to maintain both
those credit facilities for each company in a consistent manner with where they are today and will operate independently. There will
be no comingling of funds or anything like that. There will be a silo tank structure consistent with today's structure.

Ben Mogil - Thomas Weisel Partners - Analyst

And John, on that note from a debt perspective, are they -- what is the cash component that the lenders are looking for? Is it sort of
how you define free cash, or is it just sort of based on what the cash available is on the balance sheet?

John Hopmans - Live Nation - EVP, Mergers & Acquisitions and Strategic Finance

There is no -- I mean, first of all, there is no discussion with any lenders at this point. We have been working with investment
bankers, and we have a sense based on current market conditions on what to expect, but there is no definitive agreement or even a
process started today or any cash consideration as part of that.

Ben Mogil - Thomas Weisel Partners - Analyst

Okay. Thank you, John. And then I think Michael, on the perspective of some of your competitors who are now also Ticketmaster
clients as well?

Michael Rapino - Live Nation - CEO & President

Irving can answer that.

Irving Azoff - Ticketmaster Entertainment - CEO

Look, if you look at the other parts of the entertainment business, there's four broadcast networks, there is plenty of room for plenty
of promoters, and artists have loyalties to them -- past, present and future -- and it will be business is usual if not better. We think
that it will be a more level playing field, and there's no real barrier of entry for anybody to expand their promotion areas. And, in fact,
we think that this combination is going to bring lots of outside third-party marketing resources that will probably let everybody be
able to do more shows.

From our perspective, what I'm seeing at Ticketmaster, yes, the individual shows going on sale are doing really well, but there are
not as many shows going on sale. So the goal of this Company is going to be to get more artists to work and fill more venues and fill
more seats. And no, we do not reach out to AEG or Jam in particular because for obvious reasons. But when we do talk with any
other promoter, I am going to stress to them and I know Michael is also, that it's a time of great opportunity for the whole industry.


Warren Miller, Morningstar.

Warren Miller - Moringstar - Analyst

I was hoping you guys could describe a little bit more about your cash priorities with your free cash flow going forward as the
combined Company?

Michael Rapino - Live Nation - CEO & President

Well, I mean obviously delevering over time is a consistent goal, and it has been consistent with both companies. Given the
regulatory timeframe, the expectation is that this is a second-half event, so we will continue to operate in that method, and I think
Ticketmaster will as well.

Warren Miller - Moringstar - Analyst

Okay. Great. And then as a follow-up is Irving's $35 million of preferred grant that he got in the Front Line acquisition, is that
included in the 50-50 calculation of the ownership of the combined Company?

Brian Regan - Ticketmaster Entertainment - CFO

Yes, it is impacted. This is Brian Regan. The first stop (inaudible) is going to be retained for a note of comparable terms. So it is not
impacting the 50% split right now.


David Joyce, Miller Tabak & Co.

David Joyce - Miller Tabak & Co. - Analyst

I was just wondering if you can address some of the concerns that bumped up recently on the -- I know, Barry, you mentioned
something about the secondary ticketing. But there are some class-action lawsuits that have come out related to that. I was also
wondering along those lines do you have ways to improve the consumer experience on the ticketing going forward that might
prevent some of these algorithms that sop up all the supply at once?

Barry Diller - Ticketmaster Entertainment - Chairman

Well, first of all, on the class-action, they are -- what can I say about class-action lawsuits that have no merit but that they are just
chasing cars down the road.

This situation that happened has been much misunderstood. What really happened was that there was a actual glitch, tech glitch in
the system, that had nothing to do with the availability of tickets. It had to do with I think it was Visa that could not process the data,
and so it kind of froze the system for a bit.

When it froze the system, essentially what Ticketmaster screen said was that it could not do anything. It could not process any
tickets, and another screen came up and said, you can go back, try your thing again, you can modify, etc. And on the other side of
the screen, it said you can also go to TicketsNow, which is our reseller sister company. And it did -- it was confusing. It was
confusion though, not out of Ticketmaster saying tickets were not available and, therefore, pushing people to its reseller site. That
was not Ticketmaster's intention, etc., but there were people who misunderstood.

What we did is said, anybody who bought tickets at a higher price, we will make them good for that. There was no real controversy.
The issue is, there is a secondary market. That has existed for a long time. Now it is called secondary. Usually it has been called
scalpers. That is a reality, has been a reality for a very, very long time in which all sorts of practices go on.

What Ticketmaster has done in entering the business is to try to make it transparent, and we will continue to make it more and more
transparent and to make it secure. Ticketmaster is not in the business of denying primary tickets to anyone in order to push them to
the secondary marketplace. That is the policy of Ticketmaster. It will continue to make improvements so that, in fact, there is
absolute -- I think there is fine clarity now. But so there is kind of a ringing clarity between the two, but that is the policy of the
Company. We don't sell tickets. We don't push people to the secondary market other than when the house is sold out.

So again, I just think this is such a sexy issue. Ticketmaster is never perceived to be on the side of the angels because, in fact, there
are only so many tickets. It has got tickets to sell. When they are not -- when they are finished selling, people get angry that they
cannot get tickets. That is understandable. That is just part of the life of being in that kind of service business. But I do think that the
noise all around this was wildly overdone, and it was, of course, timing unfortunate. That is what happens in life where you are just
getting ready to finish a transaction and up comes a computer glitch that gets promoted, let's say. In any event that is a fairly long-
winded answer, but I do want to get all of this on the record.

We are going to explain. We have not been able to until today. We are going to really explain and explain and explain and make all
of this clear to all constituencies. We had a situation in New York where Congress, I think Senator Schumer went out and made
statements that were factually untrue, in detail untrue, which is unfortunate but hardly unknown, and we are going to keep setting
the record straight. We are going to be proactive here.

Next question, please.


Scott Devitt, Stifel Nicolaus.

Scott Devitt - Stifel Nicolaus - Analyst

I just wanted to get a little more clarity on the Live Nation side, the ticketing platform. Yesterday as it relates to a Jimmy Buffet on
sale, when we did a little bit of work in terms of the ticketing platform that was behind the on sale, it seemed like the majority of
venues, including Live Nation venues, were actually being ticketed by Ticketmaster. So we were just wondering if there has been
any recent change in terms of who is processing tickets on Live Nation, or if it has always been a similar ratio in the past?

Michael Rapino - Live Nation - CEO & President

Thank you. Again, just to clarify we are full steam ahead on our ticketing platform and have been doing that since January. It is no
secret that ticketing on a scalable basis on Saturday morning at 10:00 when a Phish tour is put on and 1 million people try to hit your
website at 10:00 AM is a heck of a technology challenge.

We've had a few learning curves. The structure is perfect. The ticketing system will work, and we are fully confident that we go on
sale this weekend with Coldplay. We have got a bunch of shows going up all throughout our system for Coldplay around America,
and we have been selling hundreds of thousands of tickets since January. I think even the Phish tour by the end of the day, although
we had a 10:00 stumble for a short-term period, we still sold over 250,000 tickets by the end of the day.

But we do sell 50% of our tickets in concert are still in Ticketmaster buildings, which people get confused on. So there are a lot of
shows that are a Live Nation show that are still sold on Ticketmaster system because of their relationships with certain venues. And
we have been striving to find a balance on Ticketmaster's platform. It's website is the largest in the world. It is a huge front door. We
think there is an opportunity regardless of this merger aside that we should be using their front door and their audience to help also
be a marketing arm for our tickets and vice versa. So we have been exploring ways to use their front door to sell some tickets for our
shows, as well as our front door to sell some tickets that are showing up in their buildings. That is just a smart business move on a
distribution basis.

But we will continue to use our platform for our shows. We will show by show decide if we need to allocate some of those tickets to
Ticketmaster. Some of them go to the artists' websites. Some of them go to musictoday. And the best means for the artists to sell his
product is what we're looking at on a case-by-case basis.

Thank you, everyone, for taking the time today.

This concludes today's conference call. You may now disconnect.