(Operator Instructions) At this time I would like to welcome everyone to the Live Nation Third Quarter 2008 Earnings Conference Call. All lines have been placed on mute to prevent any background noise. After the speakers remarks there will be a question and answer period. Before we begin Live Nation has asked me to remind you that this afternoon’s call will contain certain forward-looking statements that are subject to risk 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 could impact the actual results. Live Nation will also refer to some non-GAAP measures in this call. In accordance with the SEC Regulation G, Live Nation has provided a full reconciliation for the most comparable GAAP measures in the earnings release on their website. The release reconciliations and other financials or statistical information to be served on this call can be found on www.livenation.com under the About Us section. It is now my pleasure to turn the call over to Mr. Michael Rapino, chief executive officer.

Good afternoon everyone and welcome to our 2008 Third Quarter Conference Call. On today’s call I’ll provide a summary of Live Nations strategic progress. Kathy Willard our CFO will then provide an update related to the company’s financials. We reported solid financial and operating results for the third quarter despite the global economic slow down. We executed on our strategic plan and delivered substantial progress across the majority of metrics used to evaluate our business. We believe our performance was among one of the best in the global music industry. We continue to see improved fundamentals in our core business as a result of our laser focus on exiting non-core businesses and building excellence in execution in our core business. Our performance in the third quarter supports this. Our revenue and adjusted operating income margins grew during the quarter and our highlights include: we produced over 4,800 concerts compared to 4,100 last year, representing a 17% increase, total attendance grew by 6% to over 17.5 million; total sponsorship revenue and average revenue per sponsor demonstrated strong growth during the quarter up 13% and 5% respectively. North America music operating income increased 10 million over the year and total ancillary revenue per fan at our amphitheaters and also total revenue per fan were both compared to last year. Live Nation’s mission is to maximize revenue generated by the live concert experience. Our business model is driven by monetizing our global distribution pipe. During the quarter was all about execution. We continued to demonstrate tangible progress executed against our three strategic priorities: growing revenue and adjusted operating income in our core business; investing in developing our online ticketing platform for our 2009 launch; and strengthening our balance sheet through additional sale of non-core businesses. And now I’ll update you on the three…

Good afternoon and thank you everyone for joining us. During the third quarter consolidated revenue increased $136.1 million or 9.4% compared to the same period last year. The higher consolidated revenues were driven primarily by increases in the North American and international music groups due to show results along with some festival timing, and the results from our newer acquisitions with the decrease in Artist Nation driven by the tour activity. For the third quarter of 2008, our adjusted operating income was $109.6 million, an increase of $15.4 million as compared to $94.2 million during the third quarter of last year. This increase in adjusted operating income was driven primarily by the results of our newer acquisitions and improvements in both North American and international music operating results, partially driven by festival timing. Adjusted operating income was impacted by declines in Artist Nation due to timing of tours and also an increase in fixed costs and ticketing of $4.7 million, primarily due to the cost of building our new ticketing operations. Operating income increased 9.2% to $75.6 million from operating income of $69.2 million in the third quarter of 2007. This increase in operating income was due to the overall improvement and adjusted operating income partially offset by a $4.9 million reduction in the gain on sales as compared to last year. We concluded some small venue sales and also an increase in depreciation and amortization expense. During the third quarter we reported results from discontinued operations of $21.7 million. This includes the sale of our motor sports division in September 2008, as well as the impact of the October sale of our non-music, non-core events assets. The net tax benefit for the quarter reflects the use of NOLs to offset the majority of taxes that would otherwise be paid…

(Operator Instructions) Your first question comes from the line of David Joyce – Miller Tabak and Company. David Joyce – Miller Tabak and Company. : I was just wondering if there's any limitation on the volume of sponsorships, like would there get to be a point where there's too much clutter.

We don't think we're anywhere near there. We have estimated if, you look at the global sponsorship category and then break it down into the global music spend, various reports you can use, the global sponsorship category, somewhere in the $18 billion range. They estimate the music piece of that when you take all the sports stuff out, could be somewhere in the $1 to $2 billion range. So if we're the music leader in the world and we're still only running somewhere $100 million in sponsorship, we look at that as we're actually below market share and have a lot of room to increase the sponsorship. Now one of our strategies is we hope in three years we don't have 770 sponsors, maybe we have 370 sponsors, but we have gone into much deeper, longer relationships like Citi and 02 and Rogers that we're starting to do now which we have a much more online to on-stage sales platform. David Joyce – Miller Tabak and Company. : And on another topic can you discuss where you are on digitally monetizing your venues for the live events?

It continues to be a project that we currently basically in this last year, our Live Nation studio division filmed numerous shows, and the way we are currently monetizing that strategy is through our mobile division on online. So Rogers in Canada has a very extensive program with us, where we feed them online shows to fulfill that sponsorship agreement. We have a deal in America where we have certain mobile carriers who pay us for online content and we're looking at more mobile companies around the world who are looking for that online content. We still are working on a much bigger project that says, how can we institutionalize the sale of the live show online and through mobile from both the video and audio and we believe that the future of that will come together soon.

Your next question comes from the line of Alan Gould – Natixis. Alan Gould – Natixis: A couple questions, first Michael a number of companies are saying they saw a meaningful change in their business in October. Did you just confirm that in ticket sales there was no real change after the month of October?

I'm not trying to deliver a message that we're somehow the only company in the world not affected by the economic down turn. I can only state the facts on what we sold to date. Now as you know 75% of our business happens in the summer. So we really don't really start selling anything of magnitude again until March or April when we sell the summer season. So in October, Coldplay, AC/DC tickets, you can't print them quickly enough. Coldplay sold out. Jonas Brothers sold out. So we have seen no ticket affect at all in October. We hope that by the time we start selling tickets in the spring that this trend continues. Alan Gould – Natixis: Can you give us your view of what the acquisition of Frontline by Ticketmaster does in terms of the competitive mixing in the promotion business?

Yes, we think it kind of validates our model slightly. I have a ton of respect for Irving Azoff. He's one of the greatest managers in the business and we do a lot of business with Irving. We love our business model. We think the combination of spending over $1 billion a year directly with the artist and then delivering a ticketing platform for them is a powerful combination for venues. We don't really see any change to our overlook. We still believe that venue, the artist and the fan would love an alternative ticketing company in this space. I think it's probably the only industry in the world that I can think of that doesn't have a good number two or number three. So we believe we still have a very powerful combination. I think Ticketmaster has over 9000 contracts, so success to us is pretty small in their world. We pick up a venue a month with our combination of real estate, content and ticketing; our business grows nicely. So our outlook remains the same. We expected them to make some moves. We think it’s good having Irving over at Ticketmaster because we have one common agenda. We do a lot of shows for Frontline and we would assume that we’ll continue to want to do what's right for the artist. Alan Gould – Natixis: Okay and last question, can you give us any idea of what the coming tour schedule in 2009 supposed to be a very big year; is there any more info you can give us on that?

No, we're in lots of conversations that could be lots of tours happening next year. I wouldn't tell you that anything I know today says it’s going to be bigger or smaller than this year. Meaning there might be a couple extra tours. I think AC/DC will continue to tour well into 2009 which will be a gigantic tour, but what we're seeing right now, the good news that we always go is will it be at least as good as this year and everything were seeing we see that next year should be at least as good as this year and if we get lucky we'll get a couple of extra tours that would put it over top.

Your next question comes from the line of Jim Boyle – CL King Jim Boyle – CL King: How could this recession’s likely impact compared to past recession's impact in your core business since you been doing this for a while?

Up until a month ago we used to say that historically the concert business is not affected by recessions if you look at ticket sales over the last 20 years that it’s been recorded. I guess only in the last month I'd say it's gotten a little worse than just the average recession. So we don't want to over promise, but factually over the last 20 years, when a recession has come around, ticket sales have not been affected. Now we go to two facts. One, the average customers goes to one or two shows a year. It's not like going to the movies; it's a very planned outing. So the show tonight in LA at Dodger Stadium with Madonna is sold out in LA and those people that's their one or two chances a year where they have to go out and have that Kodak moment. We think the fan still wants to do that and is still motivated in that. And also people forget that the concert business, although it receives a lot of attention, out of the 300 million people in America if you want to use that as a base, we're wildly successful when we sale 40 million tickets; and the average customer buys two tickets, so that's 20 million tickets. He goes to two shows so it's 10 million consumers out of 300 million make our business work. We think those consumers actually can still afford and will go to one or two shows next year and we haven't seen anything in history that says they don't go when economic times are bad. Jim Boyle – CL King: I know, you mentioned all of 2009 you hope to see it be at least as good as this year and then perhaps that if you got a little lucky. How does early '09 look if you have that visibility perhaps just into Q1?

We historically haven't gone and given that kind of guidance but I mean as I said it's still quite early, believe it or not, for 2009 for artists. But I would just tell you that the amount of activity, the chatter, the could-be deals, the talk-about deals, the talk-about tours is consistent today as it's been last year and the year before, but how many and what tours will go out next year. So we haven't seen any artist, in any way, not want to go out next year. If anything, as I stated in my release, remember the going on the road is the way the artist make a living and in most cases this is why he'd want to get out next year and continue to find a way to make a living, at least on the road while he may be finding tougher means thru record sales and other categories in his P&L to make money on next year. Jim Boyle – CL King: Okay and finally Kathy, although you mention there are several caps could you at least remind us, please, on the senior leverage cap and the total leverage cap vis-à-vis what your Q3 position was?

You mean as far as where we are actually are on the covenant? Jim Boyle – CL King: Correct, versus the actual covenant.

We don't put out that kind of detail, Jim, but I would just tell you that we're in compliance and we’re comfortable with the headroom that we have.

Your next question comes from the line of David Kasbaum – Morgan Joseph. David Kasbaum – Morgan Joseph: Michael can you talk about the SMG deals, maybe give us some color on the economics or exactly how you won that deal?

Yes, the SMG deal is a great venue management company. Their core competency is managing venues. They are not in the ticketing business so they outsource ticketing. Part of the SMG business model is when they go into venues to try to win their contract, the key to winning a contract is to convince that venue that you're going to increase their revenue. So, you're going to operationally do great by running a better ship, but the biggest way any venue is going to probably drive it's economic bottom line is to put a few more shows in. So again our fundamental proposition that SMG was attracted to is can we help them put a few more shows in their existing client base? That's a big win for them. So, we approached them on that basis that said let us help put some shows in your buildings. In return, we want to be the preferred ticketing company. So I can tell you we didn't pay a dollar more than market rate to get the ticketing rights. We don't have any contractual payments or mandates on how many or what type of shows we have to put in there because the third piece of the pie is SMG and Aramark bid on the concession food and beverage for our amphitheaters. So as we went to market us doing a bidding war for who would be the new concessionaire at our venues, we had great leverage with SMG that in return they delivered market value on the concession business and we put them in our food and beverage business. We in turn would want to be in the ticketing business, so it was a strategic move on how could we leverage outsourcing our food and beverage contract, not pay a dollar more and get the ticketing rights to their buildings. David Kasbaum – Morgan Joseph: With this deal with Michael Cole now, is he totally unaffiliated with Live Nation or is he still consulting or involved in some way?

Oh not at all I want to make that clear as day. Michael still has an eight-year non-compete. We have consulting arrangement with Michael Cole. He is in Florida still, in regular contact. We have been trying to for the last year so we used to have it in the other line in our P&L. We had a bunch of misfit non-music events that have been accumulated over the Clear Channel days from theater and exhibitions, bodies exhibit, traveling dinosaurs; a whole bunch of events that are non-core, have drastically been a drag on our earnings not performing and we had been looking for a strategic seller for a while. Michael has historically been in that business and we sold him that business. It's a non-music business event driven. So he will own and run that but as far as anything to do with the music business, we are bound to a non-compete together and hopefully Michael is out there trying to do what he does best for Live Nation and find the right tour to fill our pipe and we will work together on those tours as he generates them. David Kasbaum – Morgan Joseph: Just a few for Kathy. Kathy, what happened to the fully diluted shares, because they went up pretty significantly, I think from 76 million, 77 million, to like 84 million during the quarter?

It’s various options and then stocked under our artist rights agreements that we've announced. David Kasbaum – Morgan Joseph: Can you talk about to the cash, because you received $200 million I guess from the two asset sales, yet the cash balance went down? I know most of that's related to deferred revenue, but I still would have expected maybe a little pay down in the debt this quarter.

Well, yes, what you're really seeing now is you're seeing the seasonal decline in cash that you would normally see in this quarter, and the sales proceeds basically allowed us to free up liquidity and pay down some of the user revolver that we had been – in addition to the permanent term pay down of about $27 million that we talked about. David Kasbaum – Morgan Joseph: And do you think you'll give guidance on '09 on sometime during the first quarter like you did last year?

Yes, David, we're still talking about that. That would be the timing for it if we do it.

Your first question comes from Steven Pfeiffer – Wells Capital Management. Steven Pfeiffer – Wells Capital Management: I had a couple questions for you about debt structure. On your press release you have on your cash flows from financing, I notice that for the nine months you have $300 million of debt paid down and several hundred of long-term debt issued off of here. I'm trying to see if I can get reconciliation from the numbers I've seen. I can't quite get all those numbers to add up.

And what's going on there is most of that is revolver draws and pay downs, and so as we do that activity they show up on those separate lines rather than getting netted down. Steven Pfeiffer – Wells Capital Management: So it's basically revolver draws and revolver pay downs, they're not new leases or anything else being incurred?

Nothing substantial. Steven Pfeiffer – Wells Capital Management: What is the current balance on the first lien term loan?

We don't break down between the two pieces, but the total is about $440 million. Steven Pfeiffer – Wells Capital Management: You don't bread down between which two pieces, the revolver and term loan?

No there's two pieces of the term loan, sorry I thought that's what you were asking, but the total term loans are $421.6 million as of September. Steven Pfeiffer – Wells Capital Management: You have a first lien and a second lien?

No. It's just that term loan that has two pieces that balloon in six months apart in 2013. Steven Pfeiffer – Wells Capital Management: And those are equally parity and priority?

Correct. Steven Pfeiffer – Wells Capital Management: And your total debt outstanding is $839 million I believe you said?

That's correct, and that includes the redeemable preferred stock. Steven Pfeiffer – Wells Capital Management: That's why your balance sheet it does not add up to the $839 million. The difference is redeemable preferred?

Yes, you have to pick up that $40 million of redeemable preferred. Steven Pfeiffer – Wells Capital Management: And what is the redeemable preferred maturity?

It is in 2011.

Your next question comes from Mark Wienkes – Goldman Sachs. Mark Wienkes – Goldman Sachs: Michael, I was wondering, could you talk to some of the recent industry announcements, I guess like the SMG and Frontline that we were just talking about, could be interpreted as a fight over the ticket. So longer term, can you help us think about where you think the right to sell the ticket will reside? With the artists, or the venue, the promoter, what's the difference? How does it shake out here and then internationally?

We believe that there's two pieces of the business. Internationally the ticket is usually owned by the promoter, and in America the ticket has been attached to the building; really a Ticketmaster strategy that was 20 or 30 years ago. We believe a couple things that say why we would want to enter that business. We believe that that business like anything, if there's only one participant in it there's room for a number two. We believe that the opportunity to deliver a different model on pricing is a huge opportunity in the future for the fan and artist. And we believe ultimately that the artist that is going on tour and in partnership with whoever is writing the check for that tour will want to participate in the service fee in the secondary tickets of the future. Historically the secondary market the artist has not participated in, and in service fees to date, there are zero participation by the artist. So we believe that our cost of goods, which is the billion plus we're spending with the artist, gives us the incredible leverage to talk to the artist about the ticket and what we should do with both the secondary and the primary and how we can make both of our pots bigger. So I think you're going to see in the future the touring artist expect to be included in some level of the ticket and the secondary ticket. And we long ago believed that our value was those 1,500 artists that we’re paying annually to go on the road and to make them as much money as possible and thus get our slice of the pie. And we think that that's going to be important going forward is to be able to have a business model that can compensate the artist to participate in the ticket and still make your return. Mark Wienkes – Goldman Sachs: So just wondering hypothetically, what happens today if a top ten artist goes on tour and says I want Live Nation to be my promoter and I want you to do my ticketing, and then it goes to a third-party venue that has a ticketing arrangement with XYZ ticketing? What's the outcome?

Today the venue controls the ticketing rights and whatever relationship they would have with Ticketmaster, so when Madonna plays in a building we honor whatever ticketing contractual arrangement that building would have. Some are Ticketmaster and some aren't. Now the artist currently gets to at times sell up to 10% of their own tickets, so a pre-sale arrangement and we think that's an incredible opportunity for us to service for the artist. And in most cases the artist historically have had leverage, and we believe that the basics to our model is there are more buildings than there are artists, and the artists have incredible power and leverage in the future, and we'll expect to be participant in that service fee in some sense, and to date that has not happened.

(Operator Instructions) Your next question comes from [Robert Burns] – [Colt Advisory]. [Robert Bernsons] – [Colt Advisory]: A little bit of a follow up to the discussion about ticketing. I'm trying to better understand the competitive dynamics of the ticketing business. To the extent that your competitive efforts hit directly at Ticketmaster and other competitors, could that lead to meaningfully lower pricing and margins than you even expect, and that basically lowers the potential of your business and obviates its worthiness as a business plan?

Well that's a heck of a thesis. No, not at all. I think when we entered this business, the business school has taught us all that competition will probably create a lower price and a lower margin, so we have no fantasy that we are going to take on the number one company for 30 years and not incur a margin contraction in that segment. We believed our competitive advantage is we are in a 4% margin business promoting 20,000 shows. We believe that entering the ticket segment, which is a 25% plus margin business, is a great vertical expansion for us. And we are very happy to enter that segment and grow our business model somewhere between 4% and 25% margin, and have a very effective and growing business as a result of it. I would not want to be in the business of trying to defend how I will maintain a 25% margin in that business, because high margin has historically been a great result of only one player in the space. We believe that competition will drive a better price for the fan, and marked participation from the artist. And we believe that if we're paying for the artist to get on the road, we have a great advantage in entering that space and growing our 4% margin.

Your next question comes from Tuna Amobi – Standard & Poor Equity Group Tuna Amobi – Standard & Poor Equity Group: As you think about next year, can you perhaps talk what you'll spend in terms of a number of shows that you expect to put on, and what kind of attendance? Assuming that you have the same number of shows that you had this year, do believe that the organic growth in attendance is going to be substantially better for next year, and if so what are the drivers of that? And the next question that I have is on secondary ticket and market. I know that, Michael, you just talked about your plans for that, but just a larger picture on how you see that secondary market evolving. I know there's been a lot of noise earlier this year about some of the goings on, but do you see, in terms of how it evolved, do you believe that there's going to be more consolidation, because it seems awfully fragmented right now, and if you could also talk about your strategy to become a bigger player in that segment would be helpful?

I'll try to summarize. I think your first question I can summarize into one category that says – we expect the business to be as healthy next year as it is this year from both a show count, which obviously then drives an attendance result. So we hope to deliver a stable business next year in the same range of this year in terms of metrics, and then our job is figure out how to grow the revenue per that attendee, and we've kind of laid out those strategies as in my release on how we continually build that model. The secondary, we've stated we absolutely believe it's got a great opportunity for us. Not because we think the category is that big in the end of the day, but we have a zero market share right now. So we do believe that the secondary market in the major markets around the great shows, we are currently not participating, nor is the artist participating on Madonna's secondary tickets in the marketplace in L.A. tonight. We would love to be in a situation to capture the thousands of dollars in premiums that are being spent in L.A. for the Madonna show to participate with Madonna and have our slice of that pie, so we will have a partner platform in the future where we will be able to sell and participate in those tickets, and finally start getting some of that revenue – high margin revenue – around those great shows in the great cities in the great venues. Tuna Amobi – Standard & Poor Equity: Are there any potential legal issues that you'd have to navigate maybe on stateside or even internationally to be able to achieve what you just said?

No, it's a global business and globally eBay has institutionalized that consumer trading business.

There are no further questions at this time. Mr. Rapino do you have any closing remarks?

No.

This concludes today's conference call, you may now disconnect.