8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

March 2, 2009

Live Nation, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32601	20-3247759
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

9348 Civic Center Drive Beverly Hills, California	90210
(Address of principal executive offices)	(Zip Code)

(310) 867-7000

Registrant’s telephone number, including area code:

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Conditions.

On March 2, 2009, Live Nation, Inc. (the “Company” or “Live Nation”) issued a press release announcing its results of operations for the quarter and year ended December 31, 2008. A copy of that press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

See Item 2.02 above.

Forward-Looking Statements

Certain statements in this Current Report on Form 8-K may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding: the growth of the North American concert industry; the Company’s market and growth opportunities; ticket sales trend information; the Company’s ticketing opportunity and strategies; and the amount of anticipated synergies and other benefits associated with the Company’s proposed merger (the “Merger”) with Ticketmaster Entertainment, Inc (“Ticketmaster”).

Live Nation wishes to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements, including but not limited to operational challenges in achieving strategic objectives and executing the Company’s plans, the risk that markets do not evolve as anticipated, the possibility that artists may unexpectedly cancel or reschedule all or part of scheduled tours, the potential impact of the general economic slowdown, competition in the industry and challenges associated with building out the Company’s ticketing and digital media operations.

Live Nation refers you to the documents that Live Nation and Ticketmaster file from time to time with the Securities and Exchange Commission (the “SEC”), specifically the section entitled “Risk Factors” of Live Nation’s most recent Annual Report filed on Form 10-K and Quarterly Reports on Form 10-Q and Ticketmaster’s Form 10 and most recent Quarterly Report on Form 10-Q, which contain and identify other important factors that could cause actual results to differ materially from those contained in the Company’s projections or forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K. All subsequent written and oral forward-looking statements by or concerning Live Nation or Ticketmaster are expressly qualified in their entirety by the cautionary statements above. Live Nation and Ticketmaster do not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Additional Information About the Merger and Where to Find It

In connection with the proposed Merger, Ticketmaster and Live Nation intend to file relevant materials with the SEC, including a joint proxy statement/prospectus. INVESTORS ARE URGED TO READ THESE MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TICKETMASTER, LIVE NATION AND THE MERGER. The joint proxy statement/prospectus and other relevant materials (when they become available) and any other documents filed by Ticketmaster or Live Nation with the SEC may be obtained free of charge at the SEC’s website at http://www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC (i) by contacting Live Nation’s Investor Relations Department at (310) 867-7000 or by accessing Live Nation’s investor relations website at www.livenation.com/investors; or (ii) by contacting Ticketmaster’s Investor Relations Department at (310) 360-2354 or by accessing Ticketmaster’s investor relations website at http://investors.ticketmaster.com. Investors are urged to read the joint proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the Merger.

The proposed Merger will be submitted to Ticketmaster’s and Live Nation’s stockholders for their consideration. Live Nation will file a registration statement with the SEC, which will include a joint proxy statement/prospectus, and each of Ticketmaster and Live Nation may file other relevant documents concerning the proposed Merger. Stockholders and other investors are urged to read the registration statement and the joint proxy statement/prospectus when they become available, as well as any other relevant documents concerning the proposed Merger filed with the SEC (and any amendments or supplements to those documents), because they will contain important information. You will be able to obtain a free copy of the registration statement and the joint proxy statement/prospectus, as well as other filings containing information about Ticketmaster and Live Nation, at the SEC’s website (http://www.sec.gov) and at the companies’ respective websites, http://investors.ticketmaster.com and www.livenation.com/investors.

Ticketmaster, Live Nation and their respective executive officers and directors may be deemed to be participating in the solicitation of proxies in connection with the Merger. Information about the executive officers and directors of Ticketmaster and the number of shares of Ticketmaster’s common stock beneficially owned by such persons is set forth in the registration statement on Form S-1 which was filed with the SEC on August 20, 2008. Information about the executive officers and directors of Live Nation and the number of shares of Live Nation’s common stock beneficially owned by such persons is set forth in the proxy statement for Live Nation’s 2008 Annual Meeting of Stockholders which was filed with the SEC on April 29, 2008. Investors may obtain additional information regarding the direct and indirect interests of Ticketmaster, Live Nation and their respective executive officers and directors in the Merger by reading the joint proxy statement/prospectus regarding the Merger when it becomes available.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Live Nation, Inc. on March 2, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Live Nation, Inc.
By:	/s/    Kathy Willard
	Kathy Willard
	Executive Vice President and Chief Financial Officer

March 2, 2009

EXHIBIT INDEX

Exhibits
99.1	Press release issued by Live Nation, Inc. on March 2, 2009.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

LIVE NATION REPORTS STRONG FOURTH QUARTER

AND FULL YEAR 2008 FINANCIAL RESULTS

- Full year revenues increased 11% driving overall Adjusted Operating Income up 20% for the year, an increase
of $28 million -

- Live Nation’s largest division, the North American concert division, grew Adjusted Operating Income by 58% year-over-year, or $46 million, driven primarily by organic growth and cost controls -

- Core business metrics up substantially, outpacing industry - Number of concerts produced up 33% in the fourth quarter and 32% year-over-year - Total attendance at these concerts increased 14% in the fourth quarter and 12% over last year -

- Due to a goodwill impairment of $269.9 million recorded in the fourth quarter related to decreased market capitalization, operating loss for the year was $284.2 million for Live Nation and $145.9 million for North American Music -

LOS ANGELES – March 2, 2009 – Live Nation (NYSE: LYV), the world’s largest live music company, announced today its financial results for the three and twelve months ended December 31, 2008.

Quarterly Summary Results

Unaudited; $ in millions (except per share amounts)

	Q4 2008			Q4 2007
Revenue	$	916.0		$	922.4
Adjusted Operating Income	$	28.4		$	33.9
Operating Income (Loss) (with goodwill impairment of $269.9)	$	(317.1	)	$	(24.0	)
Free Cash Flow	$	11.2		$	(3.1	)
Net Income (Loss) (with goodwill impairment of $269.9)	$	(337.5	)	$	(18.4	)
Basic and Diluted EPS	$	(4.33	)	$	(0.25	)

“Our fourth quarter results capped an outstanding year for Live Nation,” said Michael Rapino, President and Chief Executive Officer. “We continued to successfully execute our strategy, and we generated improved results across our business. Both the number of concerts we produced and ticket sales increased over the prior year, outpacing the industry. We also achieved considerable strength in our sponsorship business, as we continued to attract larger and more profitable advertising and marketing campaigns. Looking ahead, we believe that the live music business remains resilient despite the global economic turndown and that we are well positioned to benefit from this. Our concert pipeline remains robust to date in 2009 – we are

pacing in line with 2008 concert and attendance counts. Our ticketing platform is proceeding according to our plan. We are seeing steady increases in consumer traffic to our websites, and we have sold over 1 million tickets to over 1,300 shows since launching our new ticketing platform. We remain focused on maximizing the performance of our concert business and on expanding our artist-to-fan direct distribution platform to the benefit of our shareholders.”

Highlights:

• Entered into a definitive merger agreement with Ticketmaster Entertainment, Inc. to create the world’s premier live entertainment company with a combined enterprise value of approximately $2.5 billion.

• Continued our strategy to increase relationships with larger corporate sponsors, generating an increase in average revenue per sponsor of nearly 15% for the year. National sponsors include BlackBerry, Burger King and State Farm. Internationally, we entered into a new multi-asset/multi-platform, five-year agreement with O₂.

• Launched our new ticketing platform in December 2008 using an established ticketing software system, licensed through CTS Eventim, for most of our North American owned and/or operated venues to power our online and e-commerce retail ticketing site.

• Grew our core concert business in 2008, with both the number of shows and attendance posting double-digit growth.

Below are what we believe to be our key metrics related to our businesses:

METRICS

($ in millions except as noted)

Key Drivers	Q4 2008			Q4 2007			Variance (Qtr.)		2008			2007			Variance (YTD)
Rights Acquisitions - Global Music Businesses
Talent Costs and Other Event Direct Operating Expenses	$	729.8		$	740.2		(1.4	)%	$	3,314.7		$	2,954.9		12.2	%
Talent and Other Event Expenses as % of Total Revenue		81.7	%		82.1	%				81.2	%		81.4	%
Number of Live Rights (Concerts) (est.)		6,949			5,234		32.8	%		22,167			16,747		32.4	%
Number of Ancillary Live Rights – as of period end (est.)		848			n/a		n/a			848			n/a		n/a
Revenue Recognized for Artist Services/Ancillary Live Rights	$	82.2			n/a		n/a		$	244.5			n/a		n/a
Distribution Platform - Global Music Businesses
Total Attendance (est.)		13,432,000			11,773,000		14.1	%		52,114,000			46,437,000		12.2	%
International Music Festival Attendance (est.)		58,000			36,000		61.1	%		1,160,000			879,000		32.0	%
Ancillary Revenue per Attendee – NA Music Amps only		**			**				$	18.35		$	19.10		(3.9	)%
Total Revenue per Attendee (Fan)	$	66.49		$	76.54		(13.1	)%	$	78.34		$	78.14		0.3	%
Sponsorship Data - Global Music and Ticketing Businesses
Number of Sponsors – as of period end (est.)		840			927		(9.4	)%		840			927		(9.4	)%
Sponsorship Revenue Recognized	$	33.9		$	29.8		13.8	%	$	170.9		$	164.0		4.2	%
Average Revenue per Sponsor (rounded, whole $)		**			**				$	203,000		$	177,000		14.7	%

** not meaningful

2

FINANCIAL HIGHLIGHTS – 4^th QUARTER

	Q4 2008			Q4 2007			Variance
	$ in millions
Revenue
North American Music	$	452.1		$	472.6		(4.3	)%
International Music		195.8			304.5		(35.7	)%
Artist Nation		245.2			124.0		97.7	%
Ticketing		2.6			2.3		13.0	%
Other and Eliminations		20.3			19.0		6.8	%
	$	916.0		$	922.4		(0.7	)%
									Margins
									Q4 2008		Q4 2007
Adjusted Operating Income (Loss)
North American Music	$	15.1		$	18.7		(19.3	)%	3.3	%	4.0	%
International Music		16.0			19.5		(17.9	)%	8.2	%	6.4	%
Artist Nation		11.2			1.4		**		4.6	%	1.1	%
Ticketing		(7.7	)		(2.5	)	**		**		**
Other and Eliminations		8.2			6.1		**		**		**
Corporate		(14.4	)		(9.3	)	(54.7	)%
	$	28.4		$	33.9		(16.2	)%	3.1	%	3.7	%
Operating Income (Loss)
North American Music	$	(210.5	)	$	(10.0	)	**		**		(2.1	)%
International Music		6.2			13.0		(52.3	)%	3.2	%	4.3	%
Artist Nation		(88.0	)		(9.2	)	**		(35.9	)%	(7.4	)%
Ticketing		(11.2	)		(4.4	)	**		**		**
Other and Eliminations		6.2			3.4		**		**		**
Corporate		(19.8	)		(16.8	)	(17.9	)%
	$	(317.1	)	$	(24.0	)	**		**		(2.6	)%
**     not meaningful

NOTE: Certain reclassifications have been made to the 2007 results to conform to the 2008 presentation to report discontinued operations.

The highlights of our financial information for the fourth quarter of 2008 as compared to the fourth quarter of 2007 are as follows:

Revenue change – Total decrease of $6.4 million, primarily driven by:

• $18.1 million – Acquisitions of Heineken Music Hall (Holland), DF Concerts (Scotland), Luger and Moondog (Sweden) and the Main Square Festival (France) in International Music.

• ($126.8) million – Decrease in International Music driven by the disposition of a portion of the Italy promotion business along with reduced promotion activity in the United Kingdom, Belgium, Italy and Spain primarily related to arena events.

• $27.1 million – Acquisitions of Signatures and Anthill in Artist Nation.

• $94.1 million – Increase in Artist Nation revenue driven by the strong results of Madonna’s Sticky & Sweet tour in 2008.

3

Adjusted Operating Income (Loss) change – Total decrease of $5.5 million, primarily driven by:

• ($4.2) million – Decrease in International Music due to show results primarily in Belgium, Italy (partly due to the disposition discussed above), Sweden and Spain.

• $8.0 million – Increase in Artist Nation revenue driven by the strong results of Madonna’s Sticky & Sweet tour in 2008.

• $2.5 million – Acquisitions of Heineken Music Hall (Holland), DF Concerts (Scotland), Luger and Moondog (Sweden) and the Main Square Festival (France) in International Music and Signatures and Anthill in Artist Nation.

• ($5.2) million – Decline in Ticketing primarily due to higher salary costs, consulting fees and other expense related to building our ticketing infrastructure.

• ($5.1) million – Increased costs in Corporate driven by costs related to employees and consulting costs.

Operating Income (Loss) change – Total decrease of $293.1 million, primarily driven by:

• ($5.5) million – Overall decrease in Adjusted Operating Income noted above.

• ($269.9) million – Impairment of goodwill recorded in the fourth quarter of 2008 of $189.2 million in North American Music and $80.7 million in Artist Nation driven by the company’s market capitalization at year-end compared to total asset value as required by accounting literature.

FINANCIAL HIGHLIGHTS – YEAR ENDED DECEMBER 31

	2008			2007			Variance
	$ in millions
Revenue
North American Music	$	2,236.0		$	1,976.5		13.1	%
International Music		1,182.6			1,078.7		9.6	%
Artist Nation		664.2			573.5		15.8	%
Ticketing		22.4			11.4		**
Other and Eliminations		61.6			115.4		**
	$	4,166.8		$	3,755.5		11.0	%
									Margins
									2008		2007
Adjusted Operating Income (Loss)
North American Music	$	126.3		$	80.0		57.9	%	5.6	%	4.0	%
International Music		88.7			78.4		13.1	%	7.5	%	7.3	%
Artist Nation		(2.0	)		8.6		**		(0.3	)%	1.5	%
Ticketing		(18.7	)		(5.9	)	**		**		**
Other and Eliminations		20.7			15.2		35.9	%	**		**
Corporate		(45.2	)		(35.2	)	(28.4	)%
	$	169.8		$	141.1		20.3	%	4.1	%	3.8	%
Operating Income (Loss)
North American Music	$	(145.9	)	$	14.6		**		**		0.7	%
International Music		57.0			78.2		(27.1	)%	4.8	%	7.2	%
Artist Nation		(123.8	)		(14.1	)	**		**		**
Ticketing		(25.9	)		(10.5	)	**		**		**
Other and Eliminations		12.4			(0.2	)	**		**		**
Corporate		(58.0	)		(51.2	)	(13.3	)%
	$	(284.2	)	$	16.8		**		**		0.4	%
**     not meaningful

NOTE: Certain reclassifications have been made to the 2007 results to conform to the 2008 presentation to report discontinued operations.

4

The highlights of our financial information for the year ended December 31, 2008 as compared to 2007 are as follows:

Revenue change – Total increase of $411.3 million, primarily driven by:

• $168.3 million – Increase in North American Music primarily due to increases in the number of events, ancillary revenue per attendee, attendance and average ticket prices at our owned and/or operated amphitheaters and third-party venues. 2008 included a strong line-up of artists including Dave Matthews Band, Journey and Jimmy Buffett, and strong results for arena tours such as Coldplay, Van Halen and the Trans-Siberian Orchestra.

• $91.2 million – Acquisition of HOB Canada in North American Music.

• $106.9 million – Acquisitions of AMG, Heineken Music Hall, DF Concerts, Luger and Moondog and the Main Square Festival in International Music.

• ($59.3) million – Decrease in Artist Nation, despite a strong fourth quarter with the 2008 Madonna tour, based on the overall volume and size of tours in 2008 as compared to 2007.

• $150.0 million – Acquisitions of Signatures and Anthill in Artist Nation.

• ($54.1) million – Decline in other operations due to reduced participation in theatrical productions in our United Kingdom theater operations in 2008 and due to our sale in 2007 of a stage production in North America.

• $8.2 million – Foreign exchange movements, primarily in International Music.

Adjusted Operating Income (Loss) change – Total increase of $28.7 million, primarily driven by:

• $43.3 million – Increase in North American Music primarily due to cost controls on talent buying and other variable expenses, overall increases in ancillary revenue per attendee, higher ticket sales through our internal ticketing operations, higher average ticket prices, increased activity at our owned and/or operated amphitheaters and strong arena tours.

• $22.9 million – Acquisitions of HOB Canada in North American Music; AMG, Heineken Music Hall, DF Concerts, Luger and Moondog and the Main Square Festival in International Music; and Signatures and Anthill in Artist Nation.

• ($16.9) million – Decline in Artist Nation based on the overall volume and size of tours in 2008 as compared to 2007.

• ($12.8) million – Decline in Ticketing primarily due to higher salary costs and other expenses related to building our ticketing infrastructure.

• ($10.0) million – Increased headcount, consulting fees and related costs in Corporate.

Operating Income (Loss) change – Total decrease of $301.0 million, primarily driven by:

• $28.7 million – Overall increase in Adjusted Operating Income noted above.

• ($269.9) million – Impairment of goodwill recorded in the fourth quarter of 2008 of $189.2 million in North American Music and $80.7 million in Artist Nation driven by the company’s market capitalization at year-end as discussed above.

• ($30.7) million – Increase in depreciation and amortization expense primarily due to impairments recorded in 2008 of $12.1 million related to three venues and an intangible asset in North American Music and also due to the higher amortization of intangible assets related to the AMG, DF Concerts and Signatures acquisitions and certain artist rights agreements.

• ($21.8) million – Decreased gain on the sale of operating assets primarily due to gains recorded in 2007 on the sale of an amphitheater, an office building, two music theaters, seven clubs and two other non-core assets.

Other information

• For the year ended December 31, 2008, our total capital expenditures were $186.9 million, of which maintenance capital expenditures were $25.0 million, down from $45.2 million in 2007. We also incurred $161.9 million of capital expenditures for revenue generating projects during 2008, primarily due to the development and renovation of various venues including O₂ Dublin arena (formerly The Point) in Ireland, House of Blues in Houston and Boston, the Hollywood Palladium and the AMG venue expansions in Sheffield and Leeds, as well as for our ticketing roll-out.

5

• As of December 31, 2008, our cash and cash equivalents were $199.7 million and our total long-term debt was $885.7 million, including $122.0 million outstanding on our revolving credit facility. Free cash as of December 31, 2008 was $32.2 million.

Conference Call:

The company will host a teleconference today, March 2, 2009, at 5:00 p.m. Eastern Time, which can be accessed by dialing  888-603-6873 (U.S.) or 973-321-1019 (Int’l) and referencing passcode 70943698. To access the call via webcast, please visit the Investor Relations section of the company’s website at www.livenation.com/investors. Please visit the website approximately ten minutes prior to start time to ensure a connection. Additional statistical and financial information to be provided on the call, if any, will be posted supplementally under that same link. For those who are not available to listen to the live broadcast, a replay will be available shortly after the call on the Live Nation website through March 9, 2009.

About Live Nation:

Live Nation’s mission is to maximize the live concert experience. Our core business is producing, marketing and selling live concerts for artists via our global concert pipe. Live Nation is the largest producer of live concerts in the world, annually producing over 22,000 concerts for 1,600 artists in 33 countries. During 2008, the company sold over 50 million concert tickets and drove over 70 million unique visitors to LiveNation.com. Live Nation is transforming the concert business by expanding its concert platform into ticketing and building the industry’s first artist-to-fan vertically integrated concert platform. The company is headquartered in Los Angeles, California and is listed on the New York Stock Exchange, trading under the symbol LYV. For additional information about the company, please visit www.livenation.com/investors.

Media Contact:	Investor Contacts:
John Vlautin	Linda Bandov
Live Nation, Inc.	Live Nation, Inc.
310-867-7000	310-867-7000
johnvlautin@livenation.com	lindabandov@livenation.com
	Brad Edwards
	Brainerd Communicators, Inc.
	212-986-6667
	edwards@braincomm.com

6

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,
	2008			2007			2006
	(in thousands except share and per share data)
Revenue	$	4,166,838		$	3,755,470		$	3,294,471
Operating expenses:
Direct operating expenses		3,324,672			3,003,610			2,678,869
Selling, general and administrative expenses		655,351			592,983			468,970
Depreciation and amortization		147,467			116,834			123,628
Goodwill impairment		269,902			—			—
Loss (gain) on sale of operating assets		1,108			(20,654	)		(9,987	)
Corporate expenses		52,498			45,854			33,863
Operating income (loss)		(284,160	)		16,843			(872	)
Interest expense		63,023			61,753			37,194
Interest income		(10,192	)		(13,476	)		(11,025	)
Equity in (earnings) losses of nonconsolidated affiliates		(2,264	)		5,058			(1,716	)
Minority interest expense		1,426			6,160			11,449
Other income—net		(28	)		(147	)		(489	)
Loss from continuing operations before income taxes		(336,125	)		(42,505	)		(36,285	)
Income tax expense (benefit):
Current		(24,057	)		34,919			24,879
Deferred		8,132			7,649			10,334
Loss from continuing operations		(320,200	)		(85,073	)		(71,498	)
Income from discontinued operations, net of tax		88,435			73,137			40,056
Net loss		(231,765	)		(11,936	)		(31,442	)
Other comprehensive income (loss), net of tax:
Unrealized holding gain (loss) on cash flow derivatives		(9,094	)		(1,888	)		104
Foreign currency translation adjustments		(48,277	)		37,579			27,032
Comprehensive income (loss)	$	(289,136	)	$	23,755		$	(4,306	)
Basic and diluted income (loss) per common share:
Loss from continuing operations	$	(4.20	)	$	(1.24	)	$	(1.10	)
Income from discontinued operations		1.16		$	1.07		$	0.62
Net loss	$	(3.04	)	$	(0.17	)	$	(0.48	)
Weighted average common shares outstanding
Basic		76,228,275			68,440,582			64,853,243
Diluted		76,228,275			68,440,582			64,853,243

The numbers above may be adjusted for final tax entries to be included in the Company’s Form 10-K to properly reflect taxes related to discontinued operations as opposed to continuing operations but net loss is not expected to be impacted significantly, if at all.

7

CONSOLIDATED BALANCE SHEETS

	December 31,
	2008			2007
	(in thousands except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	199,660		$	338,991
Accounts receivable, less allowance of $10,376 in 2008 and $18,928 in 2007		217,286			264,316
Prepaid expenses		194,355			186,379
Other current assets		28,517			44,722
Total Current Assets		639,818			834,408
PROPERTY, PLANT AND EQUIPMENT Land, buildings and improvements		990,433			1,018,079
Furniture and other equipment		260,524			236,320
Construction in progress		41,282			51,725
		1,292,239			1,306,124
Less accumulated depreciation		404,504			391,079
		887,735			915,045
INTANGIBLE ASSETS
Intangible assets—net		514,469			382,999
Goodwill		205,296			471,542
OTHER LONG-TERM ASSETS
Notes receivable, less allowance of $562 in 2008 and $745 in 2007		672			1,703
Investments in nonconsolidated affiliates		18,519			23,443
Other long-term assets		212,148			122,963
Total Assets	$	2,478,657		$	2,752,103
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	53,563		$	79,273
Accrued expenses		378,992			511,636
Deferred revenue		225,664			259,868
Current portion of long-term debt		48,637			36,345
Other current liabilities		64,381			18,348
Total Current Liabilities		771,237			905,470
Long-term debt		837,076			786,261
Other long-term liabilities		146,360			91,465
Minority interest liability		61,722			61,841
Series A and Series B redeemable preferred stock		40,000			40,000
Commitments and contingent liabilities
STOCKHOLDERS’ EQUITY
Preferred stock—Series A Junior Participating, $.01 par value; 20,000,000 shares authorized; no shares issued and outstanding		—			—
Preferred stock, $.01 par value; 30,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, $.01 par value; 450,000,000 shares authorized; 78,528,724 and 74,893,005 shares issued and outstanding in 2008 and 2007, respectively		785			749
Additional paid-in capital		993,005			940,848
Retained deficit		(362,706	)		(130,941	)
Cost of shares held in treasury (505,811 shares in 2008)		(7,861	)		—
Accumulated other comprehensive income		(961	)		56,410
Total Stockholders’ Equity		622,262			867,066
Total Liabilities and Stockholders’ Equity	$	2,478,657		$	2,752,103

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CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
	2008			2007			2006
	(in thousands)
Cash flows from operating activities
Net loss	$	(231,765	)	$	(11,936	)	$	(31,442	)
Reconciling items:
Depreciation		86,059			85,848			118,343
Amortization of intangibles		62,163			34,980			9,824
Goodwill impairment		282,939			—			—
Impairment of other operational assets		16,035			—			—
Deferred income tax expense		8,132			7,649			10,334
Amortization of debt issuance costs		3,964			2,095			736
Non-cash compensation expense		34,556			29,191			3,432
Gain on sale of operating assets		(165,448	)		(51,226	)		(11,640	)
Loss (gain) on sale of other investments		—			(64	)		1,659
Equity in earnings of nonconsolidated affiliates		(720	)		(4,806	)		(8,407	)
Minority interest income		1,587			7,869			12,209
Changes in operating assets and liabilities, net of effects of acquisitions and dispositions:
Decrease (increase) in accounts receivable		2,130			3,827			(55,504	)
Increase in prepaid expenses		(25,603	)		(51,554	)		(11,837	)
Increase in other assets		(107,376	)		(50,951	)		(1,762	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(48,473	)		30,858			3,902
Increase (decrease) in deferred revenue		28,984			18,030			(22,219	)
Decrease in other—net		—			—			—
Net cash provided by (used in) operating activities		(52,836	)		49,810			17,628
Cash flows from investing activities
Collection of notes receivable		334			1,910			4,427
Advances to notes receivable		—			(879	)		(2,420	)
Distributions from nonconsolidated affiliates		7,269			16,195			15,922
Investments made to nonconsolidated affiliates		(250	)		(5,261	)		(14,657	)
Proceeds from disposal of other investments		—			3,616			1,743
Purchases of property, plant and equipment		(186,920	)		(116,849	)		(65,705	)
Proceeds from disposal of operating assets, net of cash divested		198,665			132,106			36,292
Cash paid for acquisitions, net of cash acquired		(19,657	)		(124,285	)		(351,858	)
Purchases of intangible assets		(65,460	)		(47,568	)		(796	)
Decrease (increase) in other—net		(1,577	)		(44	)		981
Net cash used in investing activities		(67,596	)		(141,059	)		(376,071	)
Cash flows from financing activities
Proceeds from long-term debt, net of debt issuance costs		420,327			399,781			339,491
Payments on long-term debt		(369,610	)		(285,635	)		(78,253	)
Contributions from minority interest partners		8,847			—			33,188
Distributions to minority interest partners		(3,042	)		(4,424	)		(1,415	)
Proceeds from exercises of stock options		636			466			—
Proceeds from sales of common stock		5,454			—			—
Payments for purchases of common stock		(28,628	)		—			(24,717	)
Net cash provided by financing activities		33,984			110,188			268,294
Effect of exchange rate changes on cash		(52,883	)		6,172			313
Net increase (decrease) in cash and cash equivalents		(139,331	)		25,111			(89,836	)
Cash and cash equivalents at beginning of period		338,991			313,880			403,716
Cash and cash equivalents at end of period	$	199,660		$	338,991		$	313,880

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Forward-Looking Statements, Non-GAAP Financial Measures and Reconciliations:

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding the potential health and growth of Live Nation’s business; the company’s concert and attendance counts; the company’s ticketing platform and website traffic; and the company’s anticipated achievement of its strategic objectives and the related benefits to its stockholders. Live Nation wishes to caution you that there are some known and unknown factors that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements, including but not limited to operational challenges in achieving strategic objectives and executing on the company’s plans, the risk that the company’s markets do not evolve as anticipated, the potential impact of the current general economic slowdown and operational challenges associated with building out the company’s ticketing operations.

Live Nation refers you to the documents it files from time to time with the U.S. Securities and Exchange Commission, or SEC, specifically the section titled “Item 1A. Risk Factors” of the company’s most recent Annual Report filed on Form 10-K and Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K, which contain and identify other important factors that could cause actual results to differ materially from those contained in the company’s projections or forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date on which they are made. All subsequent written and oral forward-looking statements by or concerning Live Nation are expressly qualified in their entirety by the cautionary statements above. Live Nation does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

This press release contains certain non-GAAP financial measures as defined by SEC Regulation G. A reconciliation of each such measure to its most directly comparable GAAP financial measure, together with an explanation of why management believes that these non-GAAP financial measures provide useful information to investors, is provided below.

Adjusted Operating Income (Loss) is a non-GAAP financial measure that the company defines as operating income (loss) before depreciation and amortization (including impairments), loss (gain) on sale of operating assets and non-cash compensation expense. The company uses Adjusted Operating Income (Loss) to evaluate the performance of its operating segments. The company believes that information about Adjusted Operating Income (Loss) assists investors by allowing them to evaluate changes in the operating results of the company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing insights into both operations and the other factors that affect reported results. Adjusted Operating Income (Loss) is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of Adjusted Operating Income (Loss) as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue in the company’s business. Accordingly, Adjusted Operating Income (Loss) should be considered in addition to, and not as a substitute for, operating income (loss), net income (loss), and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted Operating Income (Loss) as presented herein may not be comparable to similarly titled measures of other companies.

Free Cash Flow is a non-GAAP financial measure that the company defines as Adjusted Operating Income (Loss) less maintenance capital expenditures, less net interest expense, less cash taxes, less net distributions to minority interest partners plus distributions from investments in nonconsolidated affiliates net of contributions to investments in nonconsolidated affiliates. The company uses free cash flow, among other measures, to evaluate the ability of its operations to generate cash that is available for purposes other than maintenance capital expenditures. The company believes that information about free cash flow provides investors with an important perspective on the cash available to service debt and make acquisitions. Free cash flow is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of free cash flow as a performance measure is that it does not necessarily represent funds available for operations and it is not necessarily a measure of our ability to fund our cash needs. Accordingly, free cash flow should be considered in addition to, and not as a substitute for, operating income (loss) and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, free cash flow as presented above may not be comparable to similarly titled measures of other companies.

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Free Cash is a non-GAAP financial measure that the company defines as cash and cash equivalents less event-related deferred income, less accrued artist fees, less collections on behalf of others plus prepaids related to artist settlements/events. The company uses free cash as a proxy for how much cash it has available to, among other things, optionally repay debt balances, make acquisitions and finance new venue expenditures. Free cash is not calculated or presented in accordance with U.S. generally accepted accounting principles. A limitation of the use of free cash as a performance measure is that it does not necessarily represent funds available for operations and it is not necessarily a measure of our ability to fund our cash needs. Accordingly, free cash should be considered in addition to, and not as a substitute for, cash and cash equivalents and other measures of financial performance reported in accordance with U.S. GAAP. Furthermore, this measure may vary among other companies; thus, free cash as presented herein may not be comparable to similarly titled measures of other companies.

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Reconciliations of Non-GAAP Measures to Their Most Directly Comparable GAAP Measures

Reconciliation of Adjusted Operating Income (Loss) to Operating Income (Loss) – Three and Twelve Months ended December 31

	Adjusted operating income (loss)			Non-cash compensation expense		Loss (gain) on sale of operating assets			Depreciation and amortization		Goodwill Impairment		Operating income (loss)
						($ in millions)
					For the three months ended December 31, 2008
North American Music	$	15.1		$	9.2	$	0.1		$	27.1	$	189.2	$	(210.5	)
International Music		16.0			8.6		0.2			1.0		—		6.2
Artist Nation		11.2			2.2		0.7			15.6		80.7		(88.0	)
Ticketing		(7.7	)		1.3		—			2.2		—		(11.2	)
Other and Eliminations		8.2			0.2		0.2			1.6		—		6.2
Corporate		(14.4	)		3.5		0.7			1.2		—		(19.8	)
Total Live Nation	$	28.4		$	25.0	$	1.9		$	48.7	$	269.9	$	(317.1	)
					For the three months ended December 31, 2007
North American Music	$	18.7		$	6.0	$	0.1		$	22.6		—	$	(10.0	)
International Music		19.5			3.6		(0.2	)		3.1		—		13.0
Artist Nation		1.4			1.2		—			9.4		—		(9.2	)
Ticketing		(2.5	)		0.8		—			1.1		—		(4.4	)
Other and Eliminations		6.1			—		0.3			2.4		—		3.4
Corporate		(9.3	)		5.9		—			1.6		—		(16.8	)
Total Live Nation	$	33.9		$	17.5	$	0.2		$	40.2	$	—	$	(24.0	)
					For the year ended December 31, 2008
North American Music	$	126.3		$	11.7	$	(0.5	)	$	71.8	$	189.2	$	(145.9	)
International Music		88.7			9.4		0.2			22.1		—		57.0
Artist Nation		(2.0	)		4.4		0.6			36.1		80.7		(123.8	)
Ticketing		(18.7	)		1.6		—			5.6		—		(25.9	)
Other and Eliminations		20.7			0.2		0.1			8.0		—		12.4
Corporate		(45.2	)		8.2		0.7			3.9		—		(58.0	)
Total Live Nation	$	169.8		$	35.5	$	1.1		$	147.5	$	269.9	$	(284.2	)
					For the year ended December 31, 2007
North American Music	$	80.0		$	9.2	$	(6.7	)	$	62.9		—	$	14.6
International Music		78.4			4.1		(18.8	)		14.9		—		78.2
Artist Nation		8.6			2.9		—			19.8		—		(14.1	)
Ticketing		(5.9	)		1.3		—			3.3		—		(10.5	)
Other and Eliminations		15.2			—		5.0			10.4		—		(0.2	)
Corporate		(35.2	)		10.7		(0.2	)		5.5		—		(51.2	)
Total Live Nation	$	141.1		$	28.2	$	(20.7	)	$	116.8	$	—	$	16.8

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Reconciliation of Adjusted Operating Income (Loss) to Free Cash Flow – Fourth Quarter

($ in millions)	Q4 2008			Q4 2007
Adjusted operating income	$	28.4		$	33.9
Less:    Interest expense—net		(15.6	)		(13.8	)
Cash Taxes		0.6			(12.5	)
Maintenance capital expenditures		(3.3	)		(14.5	)
Distributions to minority interest partners		(1.2	)		(1.1	)
Distributions from (contributions to) investments in nonconsolidated affiliates		2.3			4.9
Free cash flow	$	11.2		$	(3.1	)

Reconciliation of Cash and Cash Equivalents to Free Cash as of December 31, 2008

($ in millions)	December 31, 2008
Cash and cash equivalents	$	199.7
Deferred income	$	(209.8	)
Accrued artist fees	$	(10.8	)
Collections on behalf of others	$	(56.9	)
Prepaids related to artist settlements/events	$	110.0
Free cash	$	32.2

13