Welcome everyone to the Live Nation second quarter 2008 earnings conference call. (Operator Instructions) Live Nation has asked me to remind you that this afternoon's call will contain certain forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ. Please refer to Live Nation's SEC filings for a description of risks and uncertainties that can impact the actual results. Live Nation will also refer to some nonGAAP measures in this call. In accordance with SEC Regulation G, Live Nation has provided a full reconciliation for the most comparable GAAP measure in the earnings release on their website. The release reconciliation and other financial or statistical information to be discussed on this call can be found on livenation.com under the "About Us" section. It is now my pleasure to turn the call over to Michael Rapino, Chief Executive Officer.

On today's call I'll provide a summary of Live Nation's strategic and financial progress. Kathy Willard, our CFO, will then take you through the financials. First and foremost, we are pleased to report that live music remains healthy, particularly given the continued economic slowdown that has impacted so many consumer-oriented businesses. As expected, concert attendance and program revenue had held up very well; and the pace of ticket sales remains robust in the current quarter. During the quarter, our performance supports this. We produced over 5,800 concerts during the second quarter compared to approximately 4,100 last year, representing a 42 percent increase. Live Nation's total attendance at these events increased 14% yearoveryear to 13.7 million, and our total revenue per fan attending these concerts increased 6% over prior year. During the second quarter, we continued to execute on our strategic priorities. Number one, growing revenue and adjusted operating income in our core distribution platform; two, investing in and developing our online ticketing platform ahead of our 2009 launch; and three, strengthening our balance sheet through additional sales of noncore businesses. On the last point, as we have stated in the past, we are not in a position to disclose the status of our potential motor sports sales. I will confirm, however, the sale process started several months ago; and we are continuing to evaluate our options. Live Nation's mission is to maximize revenue generated by live concert experience. Our business model is driven by monetizing our global distribution pipe serving three clients, artists, fans, and sponsors. Our distribution pipe has two levers, acquiring, producing artists' rights at the right economic price and, two, optimizing and expanding our pipe. We will soon add a third lever, ticketing online ecommerce retailing. I will take you through a summary of our first lever,…

Before I begin reviewing our financial results, I would like to direct all of you to the second page of our earnings release, which contains a number of the key metrics related to our business for the second quarter and sixmonth period. These metrics include the number of music concerts and artist ancillary rights that we have secured, ancillary revenue per fan in our amphitheaters, total revenue per fan, and an update on our sponsorship initiative. We believe these metrics will provide better insight into our business and performance as we continue executing on our growth strategy. Also, we will now refer to our reportable segments as North American Music; International Music; Artist Nation, which we formerly called the Global Artist; and Ticketing, formerly known as Global Digital. Moving to our financial results, overall, our net income is $1.2 million for the second quarter as compared to $9.9 million for the same period last year. Without the $19.3 million in gains on sale of certain assets we made in 2007, our net income would show an increase this year, even while we were incurring additional costs related to our Ticketing rollout. During the second quarter, consolidated revenue increased $173.5 million, or 18%, compared to the same period last year. The increase was primarily driven by a $95.1 million increase due to strong amphitheater and arena events in North American Music, due to increased event attendance, invenue ancillary spending, and higher ticket prices. Acquisitions accounted for $123.9 million of this increase and includes $58 million from HOB Canada in North American Music; $28.6 million from AMG, DF Concerts, and Heineken Music Hall in International Music; and $37.3 million from Signatures and Anthill in Artist Nation. In addition, we benefited from an increase of $37.2 million related to foreign exchange movements, primarily…

(Operator Instructions) Your first question comes from Mark Wienkes with Goldman Sachs.

It's clear to see improvement in the metrics on the core business this quarter. What are the risks that you see of that not repeating in the third quarter? And then on ticketing, you note in the release the Pemberton festival was ticketed internally. What are the data points you have that give you confidence that your company is on plan to roll that out in January?

On Q3, given it's already August and July is in the books and all the tickets are sold and people coming, we believe that Q3 will finish as strong as Q2 in terms of per head concessions and ticket sales. So we're confident that we'll deliver our plan and maintain those numbers for Q3. Ticketing on plan is, I like to remind people, we already do inhouse ticketing. Through our relationship with Ticketmaster, we do get to sell 10% of our tickets through a registered fan club mechanism. As I stated in my release, the good news is we have increased this year versus last year over 74% of the tickets that we are doing inhouse from last year. We've got full staffing in place in all of our venues and our box of offices. We know we do ticket already; we ticketed Bonnaroo, we ticketed Pemberton. We believe once we have this new software platform from CTS, the upgrades and the implementation, we'll provide all of the scale and resources we need to handle our full load next year. So we are fully on track on execution, cost and transition, and see no stumbling blocks right now.

Is there any early look at the timing of the rollout for third-party ticketing?

Because of our scale, when you have figured out how to handle 20 million tickets of your own at Live Nation, adding a venue or two becomes the easy part. We would expect that when we're open for business for Live Nation, we'd also be open for business for some of the business partners that we're currently in business with, supplying them with 30 or 40 shows a year and having lots of those conversations already.

Two quick followups for Kathy, is the 42% of your increase in concerts and the 14% bump in attendance pro forma for HOB and AMG, etc., or do you have a pro forma number?

I don't have the pro forma number with me, that is actual numbers. Mark Wienkes – Goldman Sachs: And then the free cash balance. Last year was negative as well as this year. Can you just remind us how that works with respect to the covenants and how they look at free cash?

The free cash doesn't impact the covenants. Remember, free cash, at this point there's a lot of different revenue on the balance sheet. As we play out those events in Q3, then you would expect that to come more into cash flow. Mark Wienkes – Goldman Sachs: And the actual calculation, you're able to use some of the cash that's on the balance sheet?

Yes

Your next question comes from David Joyce with Miller Tabak and Company. David Joyce – Miller Tabak and Company: One of my questions was to clarify what's in the amortization of artist rights. What part of the rights would be paid up front that gets amortized over time?

It's the nonrecoupable portion. David Joyce – Miller Tabak and Company: So, for example, something like a Jay-Z, what would a non recoupable portion be?

We haven't given out the individual on those artists. If there was a nonrecoupable portion paid up front, then we would amortize it. David Joyce – Miller Tabak and Company: Generally, I think, you've talked about the billion dollars or so in buying the artist rights per year, so this $8.9 million figure, it's pretty immaterial?

Absolutely, that has been our point for a while that we are in the business of advancing artists for their concert rights. We do that every day. We pay in advance for whether it's the show in two months in Cleveland or whether it's the Coldplay tour, and the only difference is we've now extended those relationships to a longer period and have an advance schedule forward. But the net, upfront money is insignificant to the amount of money we advance on a daily basis for our core business.

That $8.9 million you're quoting includes intangible assets on regular acquisitions, too. David Joyce – Miller Tabak and Company: Another question, I don't know if it's too sensitive, but are you seeing increased competition for artist rights or the larger 360 deals from the likes of your regular venue competitors or from Ticketmaster at this point like Frontline management?

We haven't, Frontline controlled by Irving, we would be his largest business partner. We have a very good relationship. Some of our biggest tours are Frontline tours, Jimmy Buffet this summer, Def Leppard, and Neil Diamond, etc. Frontline is just a great supplier to us. Ticketmaster, we would assume they'll stay if their core business of ticketing. We haven't seen anyone else approach any of these artists in terms of a touring longterm relationship.

Your next question comes from Alan Gold with Natixis.

I would like to followup on the competitive environment. You struck four of the 360 deals so far, are you seeing any competitive response out there?

I think the record labels are definitely talking to a lot of their younger artists, as they're signing artists, about increasing some of their share of the artist's pie. They're in that business and doing that, probably on a more junior-artist basis. But the artists that are established touring artists that we probably already have a longterm relationship with or looking to have one with, we haven't seen anyone step up into that plate.

I have a follow up question from Mark Wienkes with Goldman Sachs. Mark Wienkes – Goldman Sachs: Can you talk to the mix shift in terms of concert or attendance per concert, does that continue through Q3? Is that mainly because of the acquisitions? And then the timing of the payback on the growth capital that you're throwing out there this year? Not throwing, investing, bad choice of words.

I will start with the second question and come back to the first. It's more black and white. As we stated this year, our goal was to invest fixed costs in our ticketing division. Staffing out, basically, to be ready to handle our load next year, somewhere in the $15 million range of additional fixed costs. All of our numbers, you could have added $15 million to the bottom line if you wanted to look at it on a pure basis. And about $20 million in capital, and we would assume that has a oneyear payback. We would be recouping all that and into money by the end of year one, which is why we chose this strategy versus a large acquisition strategy or an outsourcing strategy. The growth is incredible and the investment/payback is an incredible metric to be in the money after year one. Second, you said a mix of shows or mix of concessions? Mark Wienkes – Goldman Sachs: Average attendance per show. Real quickly, on the growth capital with AMG, House of Blues, it's just the timing of when those opened and when you expect them to start contributing cash flow as well?

The Point will open the end of this year, we'll see that come in line strongly in 2009. Then the two House of Blues open the end of this year and beginning of next; and AMGs will open beginning of next year, so they all turn around pretty quickly.

And I think your question was, is the attendance, the revenue per attendance mix, is it organic. Is that the question? Mark Wienkes – Goldman Sachs: The attendance is up 14% and concerts are up 42%, so it says that the attendance is at a lot more shows that are smaller in size.

Right. Mark Wienkes – Goldman Sachs: Trying to see where you expect to continue and where you're taking the business?

I think it's a combination. We said for a while that the 0 to 5,000 seat venues seem to have had consistent growth for the last five years. And that's why we were looking to get into the House of Blues and the Fillmore business and the Heineken Music Halls to fill out our portfolio. The 10,000+ shows are the arena/amphitheater shows. Historically, they haven't been growing yearoveryear. But we have such a large market share our goal was really not to grow our market share on the larger shows, it was to buy the better shows and get out of some of the markets and some of the shows that weren't profitable. Our focus is about buying the right shows for our amphitheaters and arenas, and there's more than enough to fill our pipe. On the smaller 0 to 5,000 it was to increase our market share where there was a high growth potential there and a much lower cost to participate. Mark Wienkes – Goldman Sachs: And just to confirm, the agreements in place with Nickelback and Shakira are similar to the earlier ones in that all the rights are crosscollateralized; the revenue all goes into one big bucket and then is divvied up at the end?

Yes.

Your next question comes from Dingli Chen with Marsico Capital. Dingli Chen – Marsico Capital: Just talking about the 360 deals that you are signing, did I hear you right or did you basically say that the [EBITDA] you will get from these four deals that you signed it's basically going to equal your entire market cap.

The EBITDA will equal the market cap? Dingli Chen – Marsico Capital: You're talking about the margins and the revenues for calculating the margin percentage off the deal percentage. If this is the total deal, I am getting basically your market capital.

Those are the numbers over the term of the agreement.

At this time, Mr. Rapino, there are no further questions.

Thank you everybody.

This concludes today’s second quarter 2008 earnings conference call.