UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q



ý

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Quarterly Period Ended March 31, 2009Oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period
from                        to


Commission File No. 001-34064

TICKETMASTER ENTERTAINMENT, INC.(Exact name of registrant as specified in its charter)

Delaware(State or other jurisdiction of
incorporation or organization)

95-4546874(I.R.S. Employer
Identification No.)8800 Sunset Blvd., West Hollywood, CA 90069(Address of Registrant's principal executive offices)(310) 360-3300(Registrant's telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act:Title of each className of exchange on which registered

Common Stock, par value $0.01NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act:None


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Indicate
by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days.    Yes ý    No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to
be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such
files).    Yes o    No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting
company. See definition of "accelerated filer," "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filerý (Do not check if a smaller reporting company)

Smaller reporting company o


Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes o    No ý

As of May 8, 2009, the following shares of the Registrant's common stock were outstanding: 57,331,248



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TICKETMASTER ENTERTAINMENT, INC.    FORM 10-Q    For the Quarterly Period Ended March 31, 2009    TABLE OF CONTENTS

Page
NumberPART IItem 1.

Consolidated Financial Statements

1Consolidated Statements of Operations for the Three Months Ended March 31, 2009 and 2008 (unaudited)

1Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December 31, 2008

2Consolidated Statement of Redeemable Preferred Stock and Equity as of March 31, 2009 (unaudited) and December 31, 2008

3Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2009 and 2008 (unaudited)

4Notes to Unaudited Consolidated Financial Statements

5Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

23Item 3.

Quantitative and Qualitative Disclosures About Market Risk

35Item 4(T).

Controls and Procedures

35PART II

OTHER INFORMATION

37Item 1.

Legal Proceedings

37Item 1A.

Risk Factors

40Item 6.

Exhibits

42Signatures

43


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Table of Contents

PART 1FINANCIAL STATEMENTS

Item 1.Consolidated Financial Statements

TICKETMASTER ENTERTAINMENT, INC.        CONSOLIDATED STATEMENTS OF OPERATIONS        (Unaudited)

Three Months Ended March 31,2009

2008(In thousands,
except per share data)Revenue

$
372,815

$
344,817Interest on funds held for clients


1,001


4,164Total revenue


373,816


348,981Cost of sales (exclusive of depreciation shown separately below)


232,560


221,022Gross profit


141,256


127,959Selling and marketing expense


24,295


19,393General and administrative expense


64,203


41,853Amortization of intangibles


15,058


8,868Depreciation


12,400


11,055Operating income


25,300


46,790Other (expense) income, net:Interest (expense) income, net


(17,515
)

2,555Equity in income of unconsolidated affiliates


1,343


666Other (expense) income


(191
)

944Total other (expense) income, net


(16,363
)

4,165Earnings before income taxes and noncontrolling interests


8,937


50,955Income tax provision


(4,201
)

(18,821
)Net income


4,736


32,134Plus: Loss attributable to noncontrolling interests, net


2,513


573Net income attributable to Ticketmaster Entertainment, Inc.

$
7,249

$
32,707Net earnings per share available to common stockholders:Basic

$
0.13

$
0.58Diluted

$
0.12

$
0.58Weighted average number of shares of common and common equivalent stock outstanding:Basic


57,321


56,171Diluted


59,219


56,171


The
accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.    CONSOLIDATED BALANCE SHEETS

March 31, 2009

December 31, 2008(Unaudited)(In thousands, except per share data)ASSETSCash and cash equivalents

$
624,033

$
464,618Marketable securities





1,495Accounts receivable, client accounts


105,498


70,121Accounts receivable, trade, net of allowance of $3,385 and $3,662, respectively


48,276


46,459Deferred income taxes


14,055


14,038Contract advances


49,938


44,927Prepaid expenses and other current assets


37,800


37,758Total current assets


879,600


679,416Property and equipment, net


109,786


111,291Goodwill


455,492


455,751Intangible assets, net


314,924


330,061Long-term investments


18,897


17,487Other non-current assets


112,955


112,561TOTAL ASSETS

$
1,891,654

$
1,706,567LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITYLIABILITIES:Accounts payable, client accounts

$
505,752

$
324,164Accounts payable, trade


29,560


29,251Accrued compensation and benefits


49,108


39,683Deferred revenue


35,105


33,244Income taxes payable


3,810


7,522Other accrued expenses and current liabilities


68,752


82,435Total current liabilities


692,087


516,299Long term debt


865,000


865,000Income taxes payable


2,930


1,680Other long-term liabilities


11,857


10,286Deferred income taxes


64,335


67,300Redeemable noncontrolling interests


708


1,293Commitments and contingenciesREDEEMABLE PREFERRED STOCK:Series A convertible redeemable preferred stock, $0.01 par value, 25,000 shares authorized, 1,750 non-vested shares issued and outstanding at
March 31, 2009 and December 31, 2008


11,449


9,888EQUITY:Ticketmaster Entertainment, Inc. stockholders' equity:Common stock, $0.01 par value, 300,000 shares authorized; 57,329 shares issued and outstanding at March 31, 2009 and 57,213 shares issued and
outstanding at December 31, 2008


573


572Additional paid-in capital


1,241,157


1,236,130Accumulated deficit


(1,051,509
)

(1,058,758
)Accumulated other comprehensive loss


(13,331
)

(11,374
)Total Ticketmaster Entertainment, Inc. stockholders' equity


176,890


166,570Noncontrolling interests


66,398


68,251Total equity


243,288


234,821TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND EQUITY

$
1,891,654

$
1,706,567


The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.        CONSOLIDATED STATEMENT OF REDEEMABLE PREFERRED STOCK AND EQUITY        (Unaudited)

Ticketmaster Entertainment, Inc. Stockholders' EquityRedeemable
Preferred Stock
$0.01 Par Value

Common Stock
$0.01 Par ValueAccumulated
Other
Comprehensive
IncomeAdditional
Paid-in
Capital

Retained
Deficit

Noncontrolling
InterestsAmount

Shares

Amount

Shares

Total(In thousands)Balance as of December 31, 2008

$
9,888


1,750

$
572


57,213

$
1,236,130

$
(1,058,758
)
$
(11,374
)
$
68,251

$
234,821Comprehensive income:Net income (loss)

















7,249





(1,504
)

5,745Foreign currency translation




















(1,957
)




(1,957
)Comprehensive (loss)
income























(1,504
)

3,788Issuance of common stock








1


116


762











763Stock-based compensation


1,561











4,265











4,265Distributions to minority partners























(349
)

(349
)Balance as of March 31,
2009

$
11,449


1,750

$
573


57,329

$
1,241,157

$
(1,051,509
)
$
(13,331
)
$
66,398

$
243,288


The accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (Unaudited)

Three Months Ended March 31,2009

2008(In thousands)Cash flows from operating activities:Net income attributable to Ticketmaster Entertainment, Inc.

$
7,249

$
32,707Adjustments to reconcile net income attributable to Ticketmaster Entertainment, Inc. to net cash provided by operating activities:Amortization of intangibles


15,058


8,868Depreciation


12,400


11,055Amortization of debt issuance costs


1,114


Provision for doubtful accounts


433


580Stock-based compensation expense


6,271


4,765Deferred income taxes


(2,998
)

1,111Equity in income of unconsolidated affiliates, net of dividends


(1,343
)

(666
)Excess tax benefits from stock-based awards





(28
)Loss attributable to noncontrolling interests of consolidated subsidiaries


(2,513
)

(573
)Changes in current assets and liabilities, excluding acquisition effects:Accounts receivable


(2,410
)

6,542Prepaid expenses and other current assets


(6,890
)

(18,692
)Accounts payable and other current liabilities


(777
)

4,964Income taxes payable


(2,512
)

(3,227
)Deferred revenue


2,114


(581
)Funds collected on behalf of clients, net


147,995


18,958Other, net


(54
)

52Net cash provided by operating activities


173,137


65,835Cash flows from investing activities:Transfers to IAC





(135,481
)Cash paid for acquisitions, net of cash acquired


(36
)

(394,999
)Purchases of property and equipment


(10,913
)

(9,487
)Proceeds from sales and maturities of marketable securities


1,497


Cash paid for long-term investments


(67
)

(158
)Net cash used in investing activities


(9,519
)

(540,125
)Cash flows from financing activities:Capital contributions from IAC





394,999Principal payments on long-term obligations


(577
)

(345
)Distributions to noncontrolling interests


(349
)

Excess tax benefits from equity awards





28Net cash (used in) provided by financing activities


(926
)

394,682Effect of exchange rate changes on cash and cash equivalents


(3,277
)

12,943Net increase (decrease) in cash and cash equivalents


159,415


(66,665
)Cash and cash equivalents at beginning of period


464,618


568,417Cash and cash equivalents at end of period

$
624,033

$
501,752


The
accompanying Notes to Unaudited Consolidated Financial Statements are an integral part of these statements.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.        NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1ORGANIZATION AND BASIS OF PRESENTATION

Company Overview

Ticketmaster Entertainment, Inc., a Delaware corporation ("Ticketmaster Entertainment," "we," "our," "us" or the "Company"),
consists of Ticketmaster and Front Line Management Group, Inc. ("Front Line"). Ticketmaster operates in 20 global markets, providing ticket sales, ticket resale services, marketing and
distribution throughwww.ticketmaster.com, numerous retail outlets and worldwide call centers. Established in 1976, Ticketmaster serves clients
worldwide across multiple event categories, providing exclusive ticketing services for leading arenas, stadiums, professional sports franchises and leagues, college sports teams, performing arts
venues, museums, and theaters. Ticketmaster Entertainment acquired a controlling interest in Front Line in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004, Front Line is an artist
management company.

Spin-off from IAC/InterActiveCorp

On July 1, 2008, the Board of Directors of IAC/InterActiveCorp ("IAC") approved a plan to separate IAC into five separate,
publicly traded companies via the distribution of all
of the outstanding shares of common stock of four wholly-owned subsidiaries (the "Spincos"), including Ticketmaster Entertainment.

On
August 20, 2008, IAC distributed to its stockholders all of the outstanding shares of common stock, par value $0.01 per share, of Ticketmaster Entertainment (the
"spin-off"). Ticketmaster Entertainment's businesses include the businesses that formerly comprised IAC's Ticketmaster segment (which, at the time of spin-off, included IAC's
domestic and international ticketing and ticketing related businesses, subsidiaries and investments, and excluded Ticketmaster Entertainment's Reserve America subsidiary and its investment in
Active.com). Ticketmaster Entertainment also includes IAC's minority investment in Front Line. On October 29, 2008, the Company acquired an additional equity interest in Front Line, giving
Ticketmaster Entertainment a controlling interest in Front Line.

Upon
completion of the spin-off (and for a short period prior to that, on a "when issued" basis), Ticketmaster Entertainment shares began trading on The Nasdaq Global Select
Market ("NASDAQ") under the symbol "TKTM." In conjunction with the spin-off, Ticketmaster Entertainment completed the following transactions: (1) extinguished all intercompany
receivable balances due from IAC and its subsidiaries, which totaled $604.4 million by recording a non-cash distribution to IAC, (2) recapitalized the invested equity balance
with common stock, whereby holders of IAC stock received one fifth of a share of Ticketmaster Entertainment common stock for each share of common and class B common stock of IAC held, as
described in our Post Effective Amendment No. 1 to Form S-1 (Commission File Number 333-152702) filed with the Securities and Exchange Commission ("SEC")
on August 20, 2008, and (3) distributed $752.9 million in cash to IAC in connection with Ticketmaster Entertainment's separation from IAC, which included the net proceeds of
$723.6 million from our financings through a combination of privately issued debt securities and bank borrowings. Refer to Note 5Long Term Debt.

Pending Merger with Live Nation

On February 10, 2009, the Company entered into a definitive agreement to merge with Live Nation in a stock transaction pursuant
to which the Company will merge with and into an indirect, wholly-owned subsidiary of Live Nation ("Merger Sub"), with Merger Sub continuing as the surviving entity and as an indirect, wholly-owned
subsidiary of Live Nation and Live Nation continuing as the

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1ORGANIZATION AND BASIS OF PRESENTATION (Continued)

public
parent of the combined companies. Pursuant to the terms of the merger agreement, the aggregate number of shares of Live Nation common stock that the holders of securities representing 100% of
the voting power of the Company's equity interests issued and outstanding immediately prior to the consummation of the merger are entitled to receive in the merger will represent 50.01% of the
total voting power of the Live Nation equity interests issued and outstanding immediately following the consummation of the merger. The transaction requires, among other customary closing conditions,
approval by a majority of the outstanding shares of the Company's common stock and Series A Preferred Stock, voting together as a single class, approval by a majority of the shares of Live
Nation's common stock, represented in person or by proxy, domestic and foreign regulatory approvals, and receipt of the necessary consent of lenders party to the Company's credit facility to allow the
facility to remain in effect after the consummation of the merger with no default or event of default there under resulting from the merger. Liberty Media Corporation, which beneficially owns
approximately 29% of the Company's outstanding common stock, has agreed to vote in favor of the proposed transaction, subject to the terms of a voting agreement.

The
proposed transaction is subject to antitrust/competition regulatory review in the United States and four other countries. Ticketmaster Entertainment expects the merger to close
before 2009 year end. In the United States, Ticketmaster Entertainment and Live Nation are engaged in discussions with the U.S. Department of Justice, Antitrust Division ("DOJ") regarding the proposed
transaction. The parties are also in the process of responding to the DOJ's "second request" for information related to the companies' respective businesses and the proposed merger.

The
other jurisdictions where the transaction is under regulatory review are Canada, the United Kingdom, Norway, and Turkey. The Canadian authorities recently issued a "second request"
for additional information relating to the parties' respective businesses, and the parties are in the process of responding to the Canadian request. The U.K. authorities have issued several
information requests to which the parties are in the process of responding. The Norwegian Competition Authority has advised that the parties are required to submit a full-form application
for approval, which will require the parties to supplement the previously filed "short-form" application. Finally, the parties have recently submitted the required information to the
Turkish competition authorities.

Basis of Presentation

These interim unaudited consolidated financial statements present our results of operations, financial position, redeemable preferred
stock and equity, comprehensive income, and cash flows, on a combined basis through the spin-off on August 20, 2008, and on a consolidated basis thereafter. Our pre
spin-off financial statements were prepared on a combined basis rather than a consolidated basis because they excluded Ticketmaster Entertainment's former Reserve America subsidiary and
its investment in Active.com, which were transferred to IAC, and included the investment in Front Line that was not owned prior to the spin-off by legal entities that comprise Ticketmaster
Entertainment businesses.

Ticketmaster
Entertainment's investment in Front Line was consolidated beginning October 29, 2008, when the Company increased its ownership interest from 39.4% to 82.3%
(approximately 75% on a diluted basis). Prior to October 29, 2008, the investment in Front Line was accounted for using the
equity method of accounting. The ownership of Reserve America and the investment in Active.com were retained by IAC after the spin-off.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 1ORGANIZATION AND BASIS OF PRESENTATION (Continued)

We
prepared the interim unaudited consolidated financial statements from the historical results of operations and historical basis of the assets and liabilities of Ticketmaster
Entertainment with the exception of income taxes. We computed income taxes using our stand-alone tax rate. Our income tax payable as well as deferred tax assets and liabilities represent the estimated
impact of filing a consolidated income tax return with IAC through the spin-off, and filing a stand-alone consolidated income tax return thereafter.

Until
the spin-off, we recorded expense allocations from IAC, which consisted of certain IAC general corporate overhead expenses, based on the ratio of our revenue as a
percentage of IAC's total revenue. The general corporate overhead allocations primarily included expenses relating to accounting, treasury, legal, tax, corporate support, human resource functions and
internal audit. Since the spin-off, we have been performing these functions using our own resources or purchased services, including services purchased from IAC pursuant to the
transitional services agreement among IAC and the Spincos.

Interim
results are not necessarily indicative of the results that may be expected for a full year. You should read these interim unaudited consolidated financial statements and notes in
conjunction with our audited consolidated financial statements and notes for the year ended December 31, 2008, which are included in our Form 10-K, as amended.

The
historical March 31, 2008 unaudited financial statements are based on certain assumptions about Ticketmaster Entertainment as a stand-alone company. Our management believes
the assumptions underlying the historical consolidated financial statements of Ticketmaster Entertainment are reasonable. However, this financial information does not necessarily reflect what the
historical financial position, results of operations and cash flows of Ticketmaster Entertainment would have been if Ticketmaster Entertainment had been a stand-alone company during the period
presented.

The
accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and
with the rules and regulations of the SEC. Accordingly, they do not include all of the information and notes required by U.S. generally accepted accounting principles for audited financial statements.
In the opinion of Ticketmaster Entertainment's management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Reclassifications

Certain amounts in the prior year's consolidated financial statements and notes have been reclassified to conform to the
current-year presentation.

NOTE 2SUMMARY OF ACCOUNTING STANDARDS

Recently Adopted Accounting Standards

Disclosures by Public Entities about Transfers of Financial Assets and Interests in Variable Interest Entities

In December 2008, the FASB issued FASB Staff Position ("FSP") FAS No.140-4 and FIN 46(R)-8, Disclosures by Public Entities about Transfers of Financial
Assets and Interests in Variable Interest Entities("FSP FAS No. 140-4"
and "FIN 46(R)-8"). FSP FAS No. 140-4 and FIN 46(R)-8 require additional disclosures about an entity's involvement with variable interest
entities and transfers of financial assets.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2SUMMARY OF ACCOUNTING STANDARDS (Continued)

Ticketmaster
Entertainment adopted FSP FAS No. 140-4 and FIN 46(R)-8 January 1, 2009, and the standard did not have a material impact on the
Company's consolidated financial statements.

Equity Method Investment Accounting Considerations

In November 2008, the FASB ratified the EITF consensus on Issue No. 08-6,Equity Method
Investment Accounting Considerations("EITF 08-6") which addresses certain effects of SFAS No. 141 (revised 2007),Business
Combinations("SFAS No. 141R") and SFAS No. 160,Noncontrolling Interests in Financial Statementsan amendment of Accounting
Research Bulletin No. 51("SFAS No. 160") on an entity's accounting for equity-method investments. The consensus indicates, among other things, that transaction
costs for an investment should be included in the cost of the equity-method investment (and not expensed) and shares subsequently issued by the equity-method investee that reduce the investor's
ownership percentage should be accounted for as if the investor had sold a proportionate share of its investment, with gains or losses recorded through earnings. Ticketmaster Entertainment adopted
EITF 08-6 January 1, 2009 and the standard did not have a material impact on the Company's consolidated financial statements.

Accounting for Defensive Intangible Assets

In November 2008, the FASB ratified the EITF consensus on Issue No. 08-7,Accounting for
Defensive Intangible Assets("EITF 08-7"). EITF 08-7 addresses the accounting for an intangible asset acquired in a business
combination or asset acquisition that an entity does not intend to use or intends to hold to prevent others from obtaining access (a defensive intangible asset). Under EITF 08-7, a
defensive intangible asset would need to be accounted for as a separate unit of accounting and would be assigned a useful life based on the period over which the asset diminishes in value.
Ticketmaster Entertainment adopted EITF 08-7 January 1, 2009, and the standard did not have a material impact on the Company's consolidated financial statements.

Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities

In June 2008, the FASB issued FSP No. EITF 03-6-1,Determining Whether
Instruments Granted in Share-Based Payment Transactions Are Participating Securities("FSP No. EITF 03-6-1").
FSP No. EITF 03-6-1 clarifies that share-based payment awards that entitle their holders to receive nonforfeitable dividends before vesting should be
considered participating securities and included in the calculation of basic EPS. Ticketmaster Entertainment adopted EITF 03-06-1 January 1, 2009, and the
standard did not have a material impact on the Company's consolidated financial statements.

Determination of the Useful Life of Intangible Assets

In April 2008, the FASB issued FSP No. FAS 142-3,Determination of the Useful Life of
Intangible Assets("FSP No. FAS 142-3"). FSP No. FAS 142-3 amends the factors that should be considered in developing renewal or extension
assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. Ticketmaster Entertainment adopted FSP No. FAS 142-3
January 1, 2009 on a prospective basis, and the standard did not have a material impact on the Company's consolidated financial statements.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2SUMMARY OF ACCOUNTING STANDARDS (Continued)

Disclosures about Derivative Instruments and Hedging Activities

In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging
Activitiesan amendment of FASB Statement No. 133("SFAS No. 161"). SFAS No. 161 requires enhanced disclosures on an entity's derivative and
hedging activities. Entities are required to provide enhanced disclosures about (i) how and why an entity uses derivative instruments, (ii) how derivative instruments and related hedging
items are accounted for under SFAS No. 133 and its related interpretations and (iii) how derivative instruments and related hedged items affect an entity's financial position, financial
performance, and cash flows. The Company adopted SFAS No. 161 January 1, 2009. Because SFAS No. 161 amends only the disclosure requirements for derivative instruments and hedged
items, the adoption of SFAS No. 161 did not have a material impact on the Company's consolidated financial statements.

Noncontrolling Interests in Consolidated Financial Statements

In December 2007, the FASB issued SFAS No. 160, which changes the accounting and reporting for minority interests.
Noncontrolling (minority) interests will be reported as a component of equity separate from the parent's equity, and purchases or sales of equity interests that do not result in a change in control
will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the statement of operations
and upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. Ticketmaster Entertainment adopted SFAS
No. 160 January 1, 2009. SFAS No. 160 is applied prospectively, except for the presentation and disclosure requirements, which are applied retrospectively for all periods
presented. As a result of the adoption, we have reclassified certain noncontrolling interests from liabilities to a component of equity. In accordance with FASB Emerging Issue Task Force Topic
No. D-98, "Classification and Measurement of Redeemable Securities," securities that are redeemable at the option of the holder and
not solely within the control of the issuer, must be classified outside of equity. Since the noncontrolling interests held by third parties in consolidated subsidiaries are exercisable outside the
control of the Company, these interests are classified outside of equity in the accompanying consolidated balance sheets.

Business Combinations

In December 2007, the FASB issued SFAS No. 141 (revised 2007), SFAS No. 141R, which replaces SFAS No. 141. SFAS
No. 141R establishes revised principles and requirements for the recognition and measurement of assets and liabilities in a business combination. SFAS No. 141R requires
(i) recognition of 100% of the fair values of acquired assets, including goodwill, and assumed liabilities upon obtaining control, (ii) contingent consideration to be fair valued at
acquisition date, (iii) transaction costs to be expensed as incurred, (iv) pre-acquisition contingencies to be accounted for at acquisition date at fair value and
(v) costs of a plan to exit an activity or terminate or relocate employees to be accounted for as post combination costs. SFAS No. 141R is effective for fiscal years beginning after
December 15, 2008 and early adoption was prohibited. SFAS No. 141R requires prospective application for all acquisitions after the adoption date. The Company expects SFAS No. 141R
to have an impact on how acquisitions are reflected in the consolidated financial statements when effective, but the timing, nature and magnitude of the specific effects will depend on the nature,
terms and size of any acquisitions that the Company consummates after the effective date. As of December 31, 2008, approximately

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 2SUMMARY OF ACCOUNTING STANDARDS (Continued)

$0.6 million
of transaction costs related to deals not consummated were capitalized and included in prepaid expenses and other current assets. These costs were expensed during the first quarter
of 2009.

Additionally,
for business combinations for which the acquisition date is prior to the effective date of SFAS No. 141R, the acquirer is required to apply the requirements of SFAS
No. 109,Income Taxes, as amended by SFAS No. 141R, prospectively. After the effective date of SFAS No. 141R, changes in the
valuation allowance for acquired deferred tax assets and dispositions of uncertain income tax positions must be recognized as an adjustment to income tax expense, rather than through goodwill. The
impact of the adoption of SFAS No. 141R on the Company's consolidated financial statements will largely be dependent on the size and nature of the business combinations completed after
January 1, 2009.

Accounting by Lessees for Maintenance Deposits

In June 2008, the FASB issued EITF Issue No. 08-3, "Accounting by Lessees for Maintenance
Deposits" ("EITF 08-3"). EITF 08-03 concluded that maintenance deposits should be considered a deposit when paid to the lessor if it is
probable that the deposits will be refunded to the lessee. The cost of maintenance activities should be expensed or capitalized by the lessee, as appropriate, when the underlying maintenance is
performed. If it is less than probable that a maintenance deposit will be refunded to the lessee, the deposit is recognized as additional rent expense. EITF 08-03 is effective for
financial statements issued for fiscal years beginning after December 15, 2008.
Ticketmaster Entertainment adopted EITF 08-3 January 1, 2009 and the standard did not have an impact on the Company's consolidated financial statements.

Recent Accounting Pronouncements

Fair Value Accounting

In March 2009, the FASB issued proposals to improve guidance on fair value measurements and
other-than-temporary impairment, specifically; proposed FSP on Statement 115, Statement 124, and EITF Issue 99-20, "Recognition and
Presentation of Other-Than-Temporary Impairments" defined as ("FSP FAS 115-a, FAS 124-a,
EITF 99-20-b"), and FSP FAS 157-e, "Determining Whether a Market Is Not Active and a Transaction Is Not
Distressed" ("FSP FAS 157-e"). The comment deadline for these proposals was April 1, 2009. We are currently evaluating the effects that these proposed
FSP's will have on our consolidated financial statements.

NOTE 3SEGMENT INFORMATION

The overall concept employed by Ticketmaster Entertainment in determining its operating segments is to present the financial information in a manner consistent with how our chief
operating decision maker manages our business, makes operating decisions and evaluates operating performance. Operating segments are consolidated for reporting purposes if they have similar economic
characteristics and meet the aggregation criteria of SFAS No. 131,Disclosures about Segments of an Enterprise and Related Information.

After
the October 29, 2008 acquisition of a controlling interest in Front Line, based upon changes in the internal management structure and how the chief operating decision maker
viewed the business, the Company began reporting two segments: Ticketing and Artist Services.

10

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SEGMENT INFORMATION (Continued)

The
Ticketing segment is primarily an agency business that sells tickets for events on behalf of our clients and retains a convenience charge and order processing fee for our services.
We sell tickets through a combination of websites, telephone services and ticket outlets.

The
Artist Services segment primarily provides management services to music recording artists in exchange for a commission on the earnings of these artists. Artist Services also sells
merchandise associated with musical artists at live musical performances, to retailers, and directly to consumers via a website.

Revenue
and expenses earned and charged between segments are eliminated in consolidation. Corporate expenses, interest income, interest expense, equity in income of nonconsolidated
affiliates, net loss attributable to noncontrolling interests, and other (expense) incomenet and income taxes expense are managed on a total company basis. Corporate expenses primarily
include compensation and other employee costs (including stock-based compensation), outside services and professional fees.

Three Months Ended March 31,2009

2008(In thousands)Revenue:Ticketing

$
339,010

$
348,981Artist services


34,806


Total revenue

$
373,816

$
348,981




Three Months Ended March 31,2009

2008(In thousands)Operating income:Ticketing

$
60,088

$
66,494Artist services


(6,760
)

Corporate and unallocated


(28,028
)

(19,704
)Total Operating income

$
25,300

$
46,790




Three Months Ended March 31,2009

2008(In thousands)Adjusted EBITDA(a):Ticketing

$
80,021

$
88,005Artist services


4,429


Corporate and unallocated


(25,421
)

(16,527
)Total Adjusted EBITDA

$
59,029

$
71,478


11

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SEGMENT INFORMATION (Continued)



Three Months Ended March 31,2009

2008(In thousands)Capital expenditures:Ticketing

$
9,721

$
8,216Artist services


271


Corporate and unallocated


921


1,271Total Capital expenditures

$
10,913

$
9,487


The
following table reconciles Adjusted EBITDA for the Company's reportable segments to net income attributable to Ticketmaster Entertainment, Inc.:

Three Months Ended March 31, 2009Adjusted
EBITDA(a)

Non-cash
compensation
expense

Amortization
of intangibles

Depreciation
expense

Operating
income(In thousands)Ticketing

$
80,021

$
(1,192
)
$
(7,234
)
$
(11,507
)
$
60,088Artist services


4,429


(3,230
)

(7,824
)

(135
)

(6,760
)Corporate and unallocated


(25,421
)

(1,849
)




(758
)

(28,028
)Total

$
59,029

$
(6,271
)
$
(15,058
)
$
(12,400
)

25,300Other expense, net


(16,363
)Earnings before income taxes and noncontrolling interests


8,937Income tax provision


(4,201
)Net income


4,736Plus: Loss attributable to noncontrolling interests, net


2,513Net income attributable to Ticketmaster Entertainment, Inc.

$
7,249


12

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 3SEGMENT INFORMATION (Continued)



Three Months Ended March 31, 2008Adjusted
EBITDA(a)

Non-cash
compensation
expense

Amortization
of intangibles

Depreciation
expense

Operating
income(In thousands)Ticketing

$
88,005

$
(2,283
)
$
(8,868
)
$
(10,360
)
$
66,494Artist services














Corporate and unallocated


(16,527
)

(2,482
)




(695
)

(19,704
)Total

$
71,478

$
(4,765
)
$
(8,868
)
$
(11,055
)

46,790Other income, net


4,165Earnings before income taxes and noncontrolling interests


50,955Income tax provision


(18,821
)Net income


32,134Plus: Loss attributable to noncontrolling interests, net


573Net income attributable to Ticketmaster Entertainment, Inc.

$
32,707


---

The
Ticketing segment's largest client through 2008, Live Nation, Inc. (including its subsidiary House of Blues) ("Live Nation"), represented approximately 6% and 15% of
Ticketmaster Entertainment's consolidated revenue for the three months ended March 31, 2009 and 2008 respectively.

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4INCOME TAXES

Ticketmaster Entertainment calculates its interim income tax provision in accordance with Accounting Principles Board Opinion No. 28 and FASB Interpretation No. 18. At the
end of each interim period, the Company makes its best estimate of the annual expected effective tax rate and applies that rate to its ordinary year-to-date earnings or loss.
The tax or benefit related to significant, unusual, or extraordinary items that will be separately reported or reported net of their related tax effect are individually computed and recognized in the
interim period in which those items occur. In addition, the effect of changes in enacted tax laws or rates, tax status, or judgment on the realizability of a
beginning-of-the-year deferred tax asset in future years is recognized in the interim period in which the change occurs.

The
computation of the annual expected effective tax rate at each interim period requires certain estimates and assumptions including, but not limited to, the expected operating income
for the year, projections of the proportion of income (or loss) earned and taxed in foreign jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets
generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is acquired, additional information is obtained
or our tax environment changes. To the extent that the estimated annual effective tax rate changes during a quarter, the effect of the change on prior quarters is included in tax expense for the
current quarter.

For
the three months ended March 31, 2009 and 2008, the Company recorded a tax provision of $4.2 million and $18.8 million, respectively, which represent effective
tax rates of 47% and 37%, respectively. The tax rate for the three months ended March 31, 2009 is higher than the federal statutory rate of 35% due principally to losses in foreign
jurisdictions for which no tax benefit can be recognized, adjustments to deferred taxes due to newly enacted state tax legislation, and increases in tax reserves, partially offset by foreign income
taxed at lower rates including the effects of our international restructuring. The tax rate for the three months ended March 31, 2008 is higher than the federal statutory rate of 35% due
principally to state taxes, partially offset by foreign income taxed at lower rates.

As
of December 31, 2008 and March 31, 2009, the Company had unrecognized tax benefits of approximately $1.3 million and $2.3 million, respectively. During the
three months ended March 31, 2009, the unrecognized tax benefits increased by approximately $1.0 million as a result of historical state tax positions and foreign income tax positions
taken in the current year. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax expense. Included in income tax expense for the three months
ended March 31, 2009 is $0.2 million, net of related deferred taxes, for interest and penalties on unrecognized tax benefits. At March 31, 2009, the Company has accrued
$0.6 million for the payment of interest and penalties.

By
virtue of previously filed separate company tax returns, as well as consolidated tax returns with IAC, Ticketmaster Entertainment is routinely under audit by federal, state, local and
foreign income tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include
amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided.
Differences between the amounts recorded for unrecognized tax benefits and the amounts owed by Ticketmaster Entertainment are recorded in the period they become known.

14

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 4INCOME TAXES (Continued)

The
IRS is currently examining the IAC consolidated tax returns for the years ended December 31, 2001 through 2006, which include the operations of Ticketmaster Entertainment from
January 17, 2003, the date which Ticketmaster Entertainment joined the IAC consolidated tax group. The statute of limitations for these years has been extended to December 31, 2011.
Various IAC consolidated state and local jurisdictions are currently under examination, the most significant of which are California, Florida, New York and New York City, for various tax years after
December 31, 2001. Ticketmaster Entertainment's operations were included in these returns from January 17, 2003. These examinations are expected to be completed by late 2009. See
Note 14Related Party Transactions to the Company's Annual Report on Form 10-K, as amended, for the year ended December 31, 2008, for a description of the tax sharing
arrangement with IAC and the Spincos.

Ticketmaster
Entertainment believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $1.4 million within twelve months of the
current reporting date due to settlements and expirations of applicable statute of limitations. An estimate of other changes in unrecognized tax benefits cannot be made, but such other changes are not
expected to be significant.

NOTE 5LONG TERM DEBT

The balance of long-term debt is as follows (in thousands):

March 31, 2009

December 31, 200810.75% Senior Notes due July 28, 2016

$
300,000

$
300,0002008 Term Loan A, due July 25, 2013


100,000


100,0002008 Term Loan B, due July 25, 2014


350,000


350,0002008 Revolver, due July 25, 2013


115,000


115,000Total

$
865,000

$
865,000


The
10.75% Senior Notes contain two incurrence-based financial covenants requiring a minimum fixed charge coverage ratio, as defined therein, of 2.0 to 1.0, and a maximum secured
indebtedness leverage ratio, as defined therein, of 2.25 to 1.0. As of March 31, 2009, the Company was in compliance with these incurrence based financial covenants.

Term
Loan A, Term Loan B and the revolving credit facility (the "Revolver"), collectively the ("Senior Secured Credit Facilities") bear interest rates per annum based on fixed and
variable interest rates specified in the credit agreement governing the Senior Secured Credit Facilities. The interest rates for the Term Loan A, Term Loan B and the Revolver at March 31, 2009
were 3.73%, 4.23% and 3.46%, respectively.

The
Senior Secured Credit Facilities have two quarterly financial covenants requiring a maximum total leverage ratio, as defined therein, of 3.50 to 1.00 and a minimum interest coverage
ratio, as defined therein, of 3.00 to 1.00. As of March 31, 2009, the Company was in compliance with both of these financial covenants, giving pro-forma effect, as required, to
Adjusted EBITDA for Front Line.

15

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 5LONG TERM DEBT (Continued)

The
Company's long-term debt has scheduled principal repayments for each of the next five years and thereafter as follows (in thousands):

Years Ending December 31,2009

$
2010


2011


13,5002012


18,5002013


191,750Thereafter


641,250Total

$
865,000


NOTE 6EARNINGS PER SHARE

We compute earnings per share in accordance with SFAS No. 128,Earnings Per Share("SFAS No. 128"). We compute
basic earnings per share using the weighted average number of common shares outstanding for the period. Under the provisions of SFAS No. 128, basic net income per common share is
computed by dividing the net income applicable to common shares by the weighted average number of common shares outstanding during the period. Diluted net income per common share adjusts basic net
income per common share for the effects of stock options, restricted stock and other potentially dilutive financial instruments in the periods in which such effect is dilutive. For the three months
ended March 31, 2008, we computed earnings per share using the number of shares of common stock outstanding immediately following the spin-off, as if such shares were outstanding
for the entire period.

The
following table presents our basic and diluted earnings per share:

Three Months Ended March 31,2009

2008(In thousands,
except for per share data)Net income attributable to Ticketmaster Entertainment, Inc.:

$
7,249

$
32,707Net earnings per share available to common stockholders:Basic

$
0.13

$
0.58Diluted

$
0.12

$
0.58Weighted average of number of shares outstanding:Basic


57,321


56,171Diluted effect of:Options to purchase common stock, RSUs and redeemable preferred stock


1,898


Diluted


59,219


56,171


Weighted
average common shares outstanding includes the incremental shares that would be issued upon the assumed exercise of stock options, vesting of RSUs and conversion of the
Company's Series A Convertible Preferred Stock if the effect is dilutive.

16

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 7SFAS 123R AND STOCK-BASED COMPENSATION

Stock-based compensation expense related to stock options, restricted stock, restricted stock units ("RSUs") and performance stock units ("PSUs") is included in the following line items
in the Consolidated Statements of Operations for the three months ended March 31, 2009 and 2008 (in thousands):

Three Months Ended March 31,2009

2008Cost of sales

$
112

$
235Selling and marketing expense


121


258General and administrative expense


6,038


4,272Stock-based compensation expense

$
6,271

$
4,765


On
January 22, 2009, the Company granted an aggregate of 28,184 of RSUs to eligible non-employee members of its Board of Directors with a grant date fair value of
$0.2 million. Half of the RSUs vest in August 2009, with the remaining half vesting in August 2010.

On
April 29, 2009, the Company granted an aggregate of 2,235,000 options and 113,000 RSUs to certain employees. The options and restricted stock units vest ratably over four years
and have ten year terms.

NOTE 8EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES

At March 31, 2009 and December 31, 2008 Ticketmaster Entertainment's equity investments in unconsolidated affiliates totaled $18.9 million and $12.9 million,
respectively, and are included in Long-term investments in the Consolidated Balance Sheets.

On
October 29, 2008, Ticketmaster Entertainment acquired additional interests in Front Line from certain of the other stockholders of Front Line for an aggregate purchase price of
$123.0 million. On this same date, the Company also acquired equity interests in Front Line in a transaction that, for accounting purposes, was treated as an exchange by a trust controlled by
Mr. Azoff of certain Front Line equity awards for certain Ticketmaster Entertainment equity awards. The Company acquired additional ownership interests of 42.9%, in the aggregate, resulting in
a controlling interest in Front Line of 82.3% (approximately 74% on a diluted basis). Ticketmaster Entertainment's 39.4% ownership interest in Front Line prior to the acquisition was accounted for
under the equity method of
accounting. Income related to the investment in Front Line, which totaled $0.2 million in the three months ended March 31, 2008, is included in Other (expense) income in the Consolidated
Statements of Operations. The results of Front Line were consolidated with Ticketmaster Entertainment effective October 29, 2008.

The
Company also maintains a 15% investment in Broadway China Ventures and accounts for its investment on a cost basis.

17

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 8EQUITY INVESTMENTS IN UNCONSOLIDATED AFFILIATES (Continued)

The
following is a list of investments accounted for under the equity method, the principal market in which the investee operates, and the relevant ownership percentage at both
March 31, 2009 and December 31, 2008:

iLike.com (United States)


25.0
%Beijing Gehua Ticketmaster Ticketing Co., Ltd. (China)


40.0
%TM Mexico (Mexico)


33.3
%


The
summarized aggregated financial information of Ticketmaster Entertainment's equity investments is as follows (in thousands):

Three Months Ended March 31,2009

2008Net sales

$
8,979

$
72,149Gross profit


6,415


34,353Net income


4,034


4,746


The
summarized aggregated financial information for the three months ended March 31, 2008 includes Ticketmaster Entertainment's investment in Front Line which, prior to
October 29, 2008, was accounted for under the equity method of accounting.

NOTE 9COMPREHENSIVE INCOME

Comprehensive income is comprised of (in thousands):

Three Months Ended March 31,2009

2008Net income

$
4,736

$
32,134Foreign currency translation


(1,978
)

12,361Total Comprehensive income


2,758


44,495Loss attributable to noncontrolling interests, net


2,513


573Foreign currency translation


21


(77
)Comprehensive loss attributable to noncontrolling interests


2,534


496Comprehensive income attributable to Ticketmaster Entertainment, Inc.

$
5,292

$
44,991


Accumulated
other comprehensive income as of March 31, 2009 and March 31, 2008 is solely related to foreign currency translation.

NOTE 10RELATED PARTY TRANSACTIONS

Prior to the spin-off, our operating expenses included allocations from IAC for accounting, treasury, legal, tax, corporate support, human resource functions, and internal
audit functions. These expenses were allocated based on the ratio of Ticketmaster Entertainment's revenue as a percentage of IAC's total revenue. Expense allocations from IAC were $0.9 million
for the three months ended March 31, 2008 and are included in general and administrative expense in our Consolidated Statements

18

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10RELATED PARTY TRANSACTIONS (Continued)

of
Operations for the period. The expense allocations from IAC ceased upon consummation of the spin-off.

Ticketmaster
Entertainment occupies office space in buildings in Los Angeles and New York City that are currently owned by IAC. Related rental expense charged to Ticketmaster
Entertainment by IAC totaled $0.9 million and $0.6 million for the three months ended March 31, 2009 and 2008, respectively.

Interest
income of $1.7 million was recorded in our Consolidated Statements of Operations for the three months ended March 31, 2008 which arose from intercompany
receivables from IAC and its subsidiaries. The interest income from IAC ceased upon the extinguishment of all intercompany receivables upon consummation of the spin-off.

Relationship between IAC and Ticketmaster Entertainment after the spin-off

For purposes of governing certain of the ongoing relationships between IAC and Ticketmaster Entertainment at and after the
spin-off, and to provide for an orderly transition, IAC and Ticketmaster Entertainment and the other Spincos entered into a separation agreement and a tax sharing agreement, among other
agreements.

IAC
and Ticketmaster Entertainment currently continue, and for the foreseeable future expect to continue, to work together pursuant to a variety of commercial relationships. In
connection with the spin-off, IAC and Ticketmaster Entertainment entered into various commercial agreements between subsidiaries of IAC, on the one hand, and subsidiaries of Ticketmaster
Entertainment, on the other hand, many of which memorialized (in most material respects) pre-existing arrangements in effect prior to the spin-off and all of which were
negotiated at arms' length.

Agreements with Liberty Media Corporation

In connection with the spin-off, the Company assumed from IAC all of IAC's rights and obligations relating to Ticketmaster
Entertainment under a Spinco Agreement between IAC and Liberty Media Corporation ("Liberty"), providing for post-spin-off governance arrangements at the Company. As of
February 10, 2009, Liberty beneficially owned approximately 29.1% of the outstanding shares of common stock of the Company. Refer to the Company's Annual Report on Form 10-K,
as amended for the year ended December 31, 2008 for a summary of the material terms of those governance agreements and related matters.



In connection with Ticketmaster Entertainment entering into a merger agreement with Live Nation, pursuant to which a merger of
Ticketmaster Entertainment with and into a wholly owned subsidiary of Live Nation is pending, on February 10, 2009, Ticketmaster Entertainment entered into that certain Stockholder Agreement
among Live Nation, Liberty, Liberty USA Holdings, LLC and Ticketmaster Entertainment, dated February 10, 2009 (the "Liberty Stockholder Agreement") regarding certain corporate governance
rights, designation rights and registration rights with respect to the Live Nation common stock to be acquired by Liberty in connection with the merger. Among other things, subject to certain
restrictions and limitations set forth in the Liberty Stockholder Agreement, Liberty will have the right, following the closing of the merger, to nominate up to two directors to serve on the

19

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 10RELATED PARTY TRANSACTIONS (Continued)

Live
Nation board of directors. In addition, if Liberty Media designates two directors to the Live Nation board of directors, one of them must meet the independence standards of the NYSE with respect
to Live Nation and one of Liberty would have the right to designate one of its nominees to serve on the Audit Committee and one nominee to serve on the Compensation Committee of the Live Nation board
of directors, subject to such designee's satisfaction of the applicable standards for service on such committees. Furthermore, the Liberty Stockholder Agreement also contains provisions relating to
limitations on the ownership of Live Nation equity securities by Liberty and its affiliates following the merger and on transfers of Live Nation equity securities and rights and obligations under the
Liberty Stockholder Agreement following the merger.

Relationships Involving Executives

In connection with Ticketmaster Entertainment's entering into the Live Nation merger agreement referred to above, on
February 10, 2009, Ticketmaster Entertainment entered into a letter agreement, dated as of February 10, 2009, with Mr. Azoff, Chief Executive Officer of Ticketmaster
Entertainment, pursuant to which Ticketmaster Entertainment agreed, prior to the consummation of the Live Nation merger, to redeem the shares of Ticketmaster Entertainment preferred stock held by or
on behalf of Mr. Azoff for a note (i) having terms comparable to the Ticketmaster Entertainment preferred stock (except that the note will not be convertible into shares of Ticketmaster
Entertainment common stock) and (ii) resulting in legal, economic and tax treatment that, in the aggregate, will be no less favorable to Mr. Azoff than such treatment with respect to the
Ticketmaster Entertainment preferred stock.

For
a further discussion of related party relationships, see Item 13 of the Company's Annual Report on Form 10-K/A for the year ended December 31, 2008.

NOTE 11COMMITMENTS AND CONTINGIENCIES

In the ordinary course of business, Ticketmaster Entertainment is a party to various legal proceedings. Ticketmaster Entertainment establishes reserves for specific legal matters when it
determines that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable. Management has also identified certain other legal matters where it believes an unfavorable
outcome is not probable and, therefore, no reserve is established. Although management currently believes that an unfavorable resolution of claims against Ticketmaster Entertainment, including claims
where an unfavorable outcome is reasonably possible, will not have a material impact on the liquidity, results of operations, or financial condition of Ticketmaster Entertainment, these matters are
subject to inherent uncertainties and management's view of these matters may change in the future. It is possible that an unfavorable outcome of one or more of these lawsuits could have a material
impact on the liquidity, results of operations, or financial condition of Ticketmaster Entertainment. Ticketmaster Entertainment also evaluates other contingent matters, including tax contingencies,
to assess the probability and estimated extent of potential loss. See Note 4Income Taxes for discussion related to income tax contingencies. For a discussion of certain legal
proceedings involving the Company, see Part II, Item 1 of this Form 10-Q.

In
addition, pursuant to the Agreement and Plan of Merger dated as of February 10, 2009 (the "Merger Agreement"), among the Company, Live Nation, Inc., and, from and after
its accession to the Agreement, Merger Sub, if the Merger Agreement is terminated before the merger is completed, under

20

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 11COMMITMENTS AND CONTINGIENCIES (Continued)

some
circumstances the Company may be obligated to pay to Live Nation a termination fee of $15 million plus Live Nation's expenses.

NOTE 12FAIR VALUE MEASUREMENTS

In accordance with SFAS No. 157,Fair Value Measurements("SFAS No. 157"), the Company maximizes the use of observable
inputs and minimizes the use of unobservable inputs when developing fair value measurements. When available, the Company uses quoted market prices to measure fair value. If market prices are not
available, fair value measurement is based upon models that use primarily market-based or independently-sourced market parameters. If market observable inputs for model-based valuation techniques are
not available, the Company will be required to make judgments about assumptions market participants would use in estimating the fair value of the financial instrument. Fair values of cash and cash
equivalents, short-term accounts receivable, accounts payable and accrued liabilities approximate their carrying amounts because of their short-term nature. Marketable
securities are recognized in the balance sheets at their fair values based on quoted prices. Long-term debt is carried at cost. However, the Company is required to estimate the fair value
of long-term debt under SFAS No. 107,Disclosures about Fair Values of Financial Instruments("SFAS No. 107").
The fair value of long-term debt is estimated based on market prices or third-party quotes.

The
provisions of SFAS No. 157 related to nonfinancial assets and liabilities became effective for the Company on January 1, 2009 in accordance with FSP
FAS 157-2,Effective Date of FASB Statement No. 157,and will be applied prospectively. The application of SFAS No
157-2 did not have a material impact on the Company's consolidated financial statements.

SFAS
No. 157 establishes a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) quoted prices (unadjusted) in active markets
for identical assets and liabilities (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2), and
(iii) unobservable inputs that require the Company to use present value and other valuation techniques in the determination of fair value (Level 3).

The
Company estimated the fair value of its long-term debt by using market prices or third party quotes. The table below summarizes the fair value estimates, at
March 31, 2009 (in thousands):

Carrying
Amount

Estimated
Fair Value,
(Level 2)Long-term debt

$
865,000

$
688,700


NOTE 13RESTRUCTURING CHARGES

During the second quarter of 2008, Ticketmaster Entertainment began a comprehensive review of its worldwide cost structure in light of significant investments that have been made through
increased operating and capital expenditures, acquisitions in recent periods, and in advance of the expiration of the various Live Nation ticketing agreements beginning in December 2008. As a result
of this review, commencing in the third quarter of 2008, Ticketmaster Entertainment began to affect a series of actions expected to reduce 2009 annual operating expenses by approximately
$35 million from reductions in personnel, consolidation of customer contact centers, and the balance from reductions in

21

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Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTE 13RESTRUCTURING CHARGES (Continued)

other
operating costs and other discretionary costs. The cost-reduction efforts in the ticketing segment were substantially completed in the first quarter of 2009.

The
following table summarizes the restructuring liabilities balance (included as a component of other accrued expenses within the Consolidated Balance Sheets) as of March 31,
2009.

Balance as of
January 1, 2009

Credit to
expense

Cash
payments

Foreign
Exchange
Translation

Balance as of
March 31, 2009(In thousands)Employee termination costs

$
5,687


(43
)

(1,342
)

(19
)
$
4,283Total

$
5,687


(43
)

(1,342
)

(19
)
$
4,283


During
the first quarter of 2009, the Company recorded a severance and separation charge of $1.4 million for the resignation of an executive of Ticketmaster Entertainment. As of
March 31, 2009, $1.4 million of this liability remains to be paid in bi-weekly installments for a period of twenty-four months through March 2011. The severance
charge has been included in the general and administrative expense line item in the Consolidated Statements of Operations for the three months ended March 31, 2009.

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Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Forward-Looking Statements

Forward-looking statements in this Quarterly Report are subject to known and unknown risks, uncertainties and other factors that may
cause actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements
or other public statements. Forward-looking statements include the information regarding future financial performance, business prospects and strategy, as well as anticipated financial position,
liquidity and capital needs and other similar matters, in each case relating to the Company.

Statements
preceded by, followed by or that otherwise include the words "believes," "expects," "anticipates," "intends," "projects," "estimates," "plans," "may increase," "may
fluctuate," and similar expressions or future or conditional verbs such as "will," "should," "would," "may" and "could" are generally forward-looking in nature and not historical facts. You should
understand that the following important factors could affect future results and could cause actual results to differ materially from those expressed in such forward-looking
statements:



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Certain
of these factors and other factors, risks and uncertainties are discussed in Part II, Item 1A of this Quarterly Report on Form 10-Q. Other
unknown or unpredictable factors may also cause actual results to differ materially from those projected by the forward-looking statements. Most of these factors are difficult to anticipate and are
generally beyond the control of the Company.

You
should consider the areas of risk described above, as well as those set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K, as
amended, for the year ended December 31, 2008, in connection with considering any forward-looking statements that may be made by the Company generally. Except for the ongoing obligations of the
Company to disclose material information under the federal securities laws, the Company does not undertake any obligation to release publicly any revisions to any forward-looking statements, to report
events or to report the occurrence of unanticipated events unless required to do so by law.

Spin-Off from IAC/InterActive Corp

On July 1, 2008, the Board of Directors of IAC approved a plan to separate IAC into five separate, publicly traded companies via
the distribution of all of the outstanding shares of common stock of four wholly-owned subsidiaries, including Ticketmaster Entertainment, Inc., a Delaware corporation, formerly known as
Ticketmaster.

On
August 20, 2008, IAC distributed to its stockholders all of the outstanding shares of common stock, par value $0.01 per share, of Ticketmaster Entertainment. Our businesses
include the businesses that formerly comprised IAC's Ticketmaster segment, which consists of its domestic and international ticketing and ticketing related businesses, subsidiaries and investments,
excluding its ReserveAmerica subsidiary and its investment in Active.com. Ticketmaster Entertainment includes IAC's minority investment in Front Line. On October 29, 2008, the Company acquired
an additional equity interest in Front Line, giving Ticketmaster Entertainment a controlling interest in Front Line. As a result, the Company consolidated the results of Front Line from the
acquisition date.

Pending Merger with Live Nation

On February 10, 2009, the Company signed a definitive agreement to merge with Live Nation in a stock transaction pursuant to
which the Company will merge with and into an indirect, wholly-owned subsidiary of Live Nation ("Merger Sub"), with Merger Sub continuing as the surviving entity and as an indirect, wholly-owned
subsidiary of Live Nation and Live Nation continuing as the public parent of the combined companies. Pursuant to the terms of the merger agreement, the aggregate number of shares of Live Nation common
stock that the holders of securities representing 100% of the voting power of the Company's capital stock issued and outstanding immediately prior to the consummation of the

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merger
are entitled to receive in the merger represents 50.01% of the total voting power of the Live Nation capital stock issued and outstanding immediately following the consummation of the merger.
The transaction requires, among other customary closing conditions, approval by a majority of the outstanding shares of the Company's common stock and Series A Preferred Stock, voting together
as a single class, approval by a majority of the shares of Live Nation's common stock, represented in person or by proxy, domestic and foreign regulatory approvals, and receipt of the necessary
consent of lenders party to the Company's credit facility to allow the facility to remain in effect after the consummation of the merger with no default or event of default there under resulting from
the merger. Liberty Media Corporation, which beneficially owns approximately 29% of the Company's common stock, has agreed to vote in favor of the proposed transaction, subject to the terms of a
voting agreement.

The
proposed transaction is subject to antitrust/competition regulatory review in the United States and four other countries. Ticketmaster Entertainment expects the merger to close
before 2009 year end. In the United States, Ticketmaster Entertainment and Live Nation are engaged in discussions with the U.S. Department of Justice, Antitrust Division ("DOJ") regarding the proposed
transaction. The parties are also in the process of responding to the DOJ's "second request" for information related to the companies' respective businesses and the proposed merger.

The
other jurisdictions where the transaction is under regulatory review are Canada, the United Kingdom, Norway, and Turkey. The Canadian authorities recently issued a "second request"
for additional information relating to the parties' respective businesses, and the parties are in the process of responding to the Canadian request. The U.K. authorities have issued several
information requests, which the parties are in the process of responding to. The Norwegian Competition Authority has advised that the parties are required to submit a full-form application
for approval, which will require the parties to supplement the previously filed "short-form" application. Finally, the parties have recently submitted the required information to the
Turkish competition authorities.

Basis of Presentation

These interim unaudited consolidated financial statements of Ticketmaster Entertainment discussed in this Management's Discussion and
Analysis of Financial Condition and Results of Operations present our results of operations, financial position, redeemable preferred stock and equity, comprehensive income, and cash flows, on a
combined basis through the spin-off on August 20, 2008, and on a consolidated basis thereafter. Our pre spin-off financial statements were prepared on a combined basis
rather than a consolidated basis because they excluded Ticketmaster Entertainment's former Reserve America subsidiary and its investment in Active.com, which were transferred to IAC, and included the
investment in Front Line that was not owned prior to the spin-off by legal entities that comprise Ticketmaster Entertainment businesses.

The
Company's investment in Front Line was consolidated beginning October 29, 2008, when the Company increased its ownership interest from 39.4% to 82.3% (approximately 75% on a
diluted basis). Prior to October 29, 2008, the investment in Front Line was accounted for using the equity method of accounting. The ownership of Reserve America and the investment in
Active.com were retained by IAC after the spin-off. These consolidated financial statements present IAC's and its subsidiaries net investment in Ticketmaster Entertainment businesses as
invested capital in lieu of stockholders' equity.

We
prepared the interim unaudited consolidated financial statements from the historical results of operations and historical basis of the assets and liabilities of Ticketmaster
Entertainment with the exception of income taxes. We computed income taxes using our stand-alone tax rate. Our income tax payable as well as deferred tax assets and liabilities represent the estimated
impact of filing a consolidated income tax return with IAC through the spin-off, and filing a standalone consolidated

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income
tax return thereafter. We have eliminated all significant intercompany transactions and accounts for periods prior to the spin-off.

Until
the spin-off, we recorded expense allocations from IAC, which consisted of certain IAC general corporate overhead expenses based on the ratio of our revenue as a
percentage of IAC's total revenue. The general corporate overhead allocations primarily included expenses relating to accounting, treasury, legal, tax, corporate support, human resource functions and
internal audit. Since the spin-off, we have been performing these functions using our own resources or purchased services, including services purchased from IAC pursuant to the
transitional services agreement among IAC and the Spincos.

The
historical interim unaudited financial statements for periods prior to the spin-off are based on certain assumptions about Ticketmaster Entertainment as a stand-alone
company. Our management believes the assumptions underlying the historical consolidated financial statements of Ticketmaster Entertainment are reasonable. However, this financial information does not
necessarily reflect what the historical financial position, results of operations and cash flows of Ticketmaster Entertainment would have been if Ticketmaster Entertainment had been a stand-alone
company prior to the spin-off.

Management Overview

Ticketmaster Entertainment is the world's leading live entertainment ticketing and marketing company, providing ticket sales, ticket
resale services, marketing and distribution through www.ticketmaster.com, one of the largest e-commerce sites on the internet, approximately 7,100 independent sales outlets and 17 call
centers worldwide. Ticketmaster Entertainment serves leading arenas, stadiums, amphitheaters, music clubs, concert promoters, professional sports franchises and leagues, college sports teams,
performing arts venues, museums and theaters in the United States and abroad, including Australia, Canada, China, Denmark, Finland, Germany, Ireland, the Netherlands, New Zealand, Norway, Spain,
Sweden, Turkey and the United Kingdom. Ticketmaster Entertainment is also a party to joint ventures with third parties to provide ticket distribution services in Mexico and supplied ticketing services
for the 2008 Beijing Olympic Games. Ticketmaster Entertainment licenses its technology in Mexico, Argentina, Brazil, Chile, China and Belgium.

Sources of Revenue



Ticketmaster Entertainment earns a majority of its revenue from primary ticketing on behalf of its clients. Ticketing operations
revenue primarily consists of convenience and order processing fees generated primarily through ticket sales. The sale of tickets for an event often commences several months prior to the event
performance date. Ticketmaster Entertainment recognizes revenue from the sale of a ticket when the ticket is sold. Fluctuations in ticket operations revenue occur largely as a result of changes in the
number of tickets sold and the average revenue per ticket. The number of tickets sold varies as a result of (i) additions or losses of clients serviced by Ticketmaster
Entertainment; (ii) fluctuations in the scheduling of events, particularly for popular performers; (iii) overall consumer demand for live entertainment events; and (iv) the
percentage of tickets for events which are sold directly by clients. The average revenue per ticket varies as a result of the amount of convenience charges earned on each ticket. The amount of
convenience charges typically varies based upon numerous factors, including the face price of the ticket, the type of event, whether the ticket is purchased at an independent sales outlet, through
call centers or via Ticketmaster Entertainment's websites, as well as the services to be rendered to the client.

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Front Line secures work for the clients it represents, for which it receives a commission. Generally, commissions are payable by
clients upon their receipt of payments for performance of services or upon the delivery or use of materials which they created. Revenue is recognized in the month of the artist event. Contingent
commissions, such as those based on profits or gross receipts, are recorded upon determination of the amounts. Revenue is not recognized before persuasive evidence of an arrangement exists, services
have been rendered, the amount to be received is fixed or determinable, and collectability is reasonably assured.

Other
revenues consist of revenues from the sales of entertainment packages to consumers in connection with live performances. Entertainment packages are sold and cash is received from
consumers in advance of the event. Revenue and related expenses incurred are deferred until the event occurs. In addition, Front Line sells entertainment related merchandise at live musical
performances, to retailers, and directly to consumers via a website. For retail and internet sales, revenue is recognized upon shipment of the merchandise. Touring revenue, including the sale of
merchandise, is recognized in the month of the event.

For
a more detailed presentation of the Company's operating businesses, see the Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 2008.

Results of Operations for the Three Months Ended March 31, 2009 Compared to the Three Months Ended March 31, 2008

Ticketmaster Entertainment Consolidated Results of Operations

Revenue

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)RevenueDomestic

$
273,446

$
239,940


14%RevenueInternational


100,370


109,041


(8)%Total revenue

$
373,816

$
348,981


7%


Consolidated

Revenue in 2009 increased $24.8 million, or 7%, from 2008 primarily due to contributions from The V.I.P. Tour Company
("TicketsNow") and Front Line, acquired in February 2008 and October 2008, respectively. These increases were partially offset by lower ticketing revenue attributable to our largest client, Live
Nation (including its subsidiary, House of Blues) following the expiration on December 31, 2008 of the principal contract for primary ticketing services to Live Nation. On a
world-wide basis, there was an 8% decrease in the number of primary tickets sold and a 1% decrease in average revenue per ticket. Domestic revenue increased 14% primarily due to the
acquisitions mentioned above. Excluding acquisitions, domestic revenue decreased 8%, due largely to the loss of a significant portion of Live Nation ticketing volumes following the expiration on
December 31, 2008 of the principal contract for primary ticketing services to Live Nation. In addition, there was a 9% decrease in the number tickets sold across most categories, partially
offset by a 1% increase in average revenue per ticket. International revenue decreased by 8% primarily due to a 5% decrease in the number of tickets sold along with a 6% decrease in average revenue
per ticket, due in part, to the volatility of foreign exchange rates. The decrease in the average revenue per ticket primarily resulted from decreased revenue from Australia, the Netherlands and
Canada, partially offset by higher

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revenues
in the United Kingdom and China. Excluding the impact of foreign exchange rates, international revenue increased by 13% compared to the same-prior year period.

Ticketmaster
Entertainment's largest client through 2008, Live Nation (including its subsidiary House of Blues), represented approximately 6% and 15% of its consolidated revenue for the
three months ended March 31, 2009 and 2008, respectively.

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)Revenue:Ticketing

$
339,010

$
348,981


(3)%Artist services


34,806





NMTotal revenue

$
373,816

$
348,981


7%


Ticketing

Refer to "Consolidated," directly above, for a discussion of revenues in our Ticketing segment.

Artist Services

On October 29, 2008, the Company acquired additional equity interests in Front Line, giving Ticketmaster Entertainment a
controlling interest in the business. The Company has consolidated the results of Front Line since the acquisition date and has entered into the artist services business by virtue of the acquisition.
The artist services business focuses on artist management, merchandising, VIP ticketing and related artist marketing services activities. In the three months ended March 31, 2009, Front Line
generated revenues of $34.8 million due to strong performance in VIP ticketing, core management services and strategic acquisitions.

Cost of Sales

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)Cost of sales

$
232,560

$
221,022


5%As a percentage of total revenue


62%


63%


(112) bpGross margins


38%


37%


112 bp


---

Cost
of sales consists primarily of ticketing royalties, as well as compensation and other employee-related costs (including stock-based compensation) for personnel engaged in call
center functions and credit card processing fees. Ticketing royalties relate to our client's share of convenience and order processing charges. In our Artist Services segment, merchandise inventory,
related shipping costs and costs associated with VIP ticket packages are recorded as cost of sales.

Cost
of sales in 2009 increased $11.5 million from 2008, primarily due to increases of $17.8 million of merchandise inventory and related shipping costs related to Front
Line not in the same prior-year period, $2.7 million in other variable costs for commissions paid to search engine partners and express delivery costs, and $0.9 million in
credit card processing fees. These increases were partially offset by decreases of $5.4 million in ticketing royalties and $5.3 million compensation and other employee-

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related
costs associated, due in part, to a reduction in headcount. The decrease in ticketing royalties was primarily due to lower convenience and processing revenues.

Selling and marketing expense

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)Selling and marketing expense

$
24,295

$
19,393


25%As a percentage of total revenue


7%


6%


94 bp


Selling
and marketing expense consists primarily of advertising and promotional expenditures and compensation and other employee-related costs (including stock-based compensation) for
personnel engaged in customer service and sales functions. Advertising and promotional expenditures primarily include online marketing, including fees paid to search engines and distribution partners,
as well as offline marketing, including sports sponsorship marketing and radio spending.

Selling
and marketing expense in 2009 increased $4.9 million from 2008, primarily due to the acquisition of TicketsNow, which contributed $4.8 million to the increase in
advertising and promotional expenditures. The increase in advertising and promotional expenditures was due, in part, to an increase in sports sponsorship agreements intended to promote Ticketmaster
Entertainment's ticket resale services and fees paid to search engine partners for online marketing.

General and administrative expense

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)General and administrative expense

$
64,203

$
41,853


53%As a percentage of total revenue


17%


12%


518 bp


General
and administrative expense consists primarily of compensation and other employee-related costs (including stock-based compensation) for personnel engaged in finance, legal, tax,
human resources and executive management functions, facilities costs and fees for professional services.

General
and administrative expense in 2009 increased $22.4 million from 2008, primarily due to increases of $9.6 million in compensation and other employee-related costs
and $8.2 million in professional fees. The increase in compensation and other employee-related costs was primarily due to an increase of $12.2 million associated with the Front Line
acquisition not in the prior year period, partially offset by cost savings from our restructuring plan. General and administrative expense includes non-cash compensation expense of
$6.0 million in 2009 compared with $4.3 million in 2008. The increase in non-cash compensation was primarily due the modification of existing stock-based compensation awards
in connection with the spin-off, the grant of new awards subsequent to the spin-off, and the grants of awards in connection with 2008 acquisitions. The increase in professional
fees was primarily due to $5.9 million of legal fees incurred in connection with the pending merger with Live Nation and $2.3 million of professional services related to becoming a
publicly traded company. Excluding the impact of Front Line, general and administrative expense increased $6.5 million, or 16%.

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Depreciation

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)Depreciation

$
12,400

$
11,055


12%As a percentage of total revenue


3%


3%


15 bp


Depreciation
in 2009 and 2008 increased $1.3 million primarily due the incremental depreciation associated with the impact of acquisitions not in the prior year period.

Adjusted EBITDA

Adjusted EBITDA is a supplemental measure and is defined in "Ticketmaster Entertainment's Principles of Financial Reporting," below.

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)Adjusted EBITDA:Ticketing

$
80,021

$
88,005


(9)%Artist services


4,429





NMCorporate and unallocated


(25,421
)

(16,527
)

54%Total Adjusted EBITDA

$
59,029

$
71,478


(17)%


Adjusted
EBITDA in 2009 decreased $12.4 million from 2008, due to increases in cost of sales, selling and marketing expense and general and administrative expense, discussed
above. The increase in these expenses was driven by acquisitions and increased marketing efforts, including ticket resale initiatives. Excluding the impact of Front Line not in the
prior-year period, Adjusted EBITDA decreased $16.9 million, or 24%.

Operating income

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)Operating income (loss):Ticketing

$
60,088

$
66,494


(10)%Artist services


(6,760
)




NMCorporate and unallocated


(28,028
)

(19,704
)

42%Total Operating income

$
25,300

$
46,790


(46)%


Operating
income in 2009 decreased $21.5 million from 2008 operating income, primarily due to the decrease in Adjusted EBITDA described above and increases of $6.2 million
in amortization of intangibles and $1.5 million in non-cash compensation expense. Excluding the impact of Front Line not in the prior year period, operating income decreased
$14.7 million or 31%.

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Corporate and unallocated expenses

Corporate and unallocated expenses primarily include compensation and other employee costs (including stock-based compensation),
outside services and professional fees. Corporate and unallocated expenses in 2009 increased $8.3 million from 2008 driven primarily by higher legal fees associated with the pending merger with
Live Nation and professional services related to becoming a publicly traded company.

Other (expense) income, net

Three Months Ended March 31,2009

2008

% Change(Dollars in thousands)Other (expense) income, net:Interest (expense) income, net

$
(17,515
)
$
2,555


NMEquity in income of unconsolidated affiliates


1,343


666


102
%Other (expense) income


(191
)

944


NM


Interest (expense) income, net

Interest expense, net in 2009 increased $20.1 million from 2008, primarily due to interest expense and amortization of debt
issuance costs of $17.7 million related to the issuance of the $300.0 million aggregate principal amount of Senior Notes with a fixed rate of 10.75% (the "Notes") and the indebtedness
under our senior secured credit facilities. Interest income in 2009 decreased $2.6 million from 2008 primarily due to the extinguishment of intercompany receivables from IAC upon the
consummation of the spin-off and lower average interest rates.

Equity in income of unconsolidated affiliates

Equity in the income of unconsolidated affiliates in 2009 increased $0.7 million from 2008, primarily due to increased earnings
at the Company's joint venture in Mexico.

Other (expense) income

Other (expense) income in 2009 decreased $1.1 million from 2008 due to losses on foreign currency exchange primarily related to
the Company's operating activities in Canada and the United Kingdom due to the weakening of the U.S. dollar compared to the Canadian dollar and the British Pound.

Income tax provision

For the three months ended March 31, 2009 and 2008, Ticketmaster Entertainment recorded tax provisions of $4.2 million
and $18.8 million, respectively, which represent effective tax rates of 47% and 37%, respectively. The 2009 tax rate is higher than the federal statutory rate of 35% due principally to losses
in foreign jurisdictions for which no tax benefit can be recognized, adjustments to deferred taxes due to newly enacted state tax legislation, and increases in tax reserves, partially offset by
foreign income taxed at lower rates including the effects of our international restructuring. Excluding the effects of the newly enacted state tax legislation, the Company's effective tax rate would
have been 31%. The 2008 tax rate is higher than the federal statutory rate of 35% due principally to state taxes, partially offset by foreign income taxed at lower rates.

As
of December 31, 2008 and March 31, 2009, the Company had unrecognized tax benefits of approximately $1.3 million and $2.3 million, respectively. During the
three months ended March 31, 2009, the unrecognized tax benefits increased by approximately $1.0 million as a result of historical

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state
tax positions and foreign income tax positions taken in the current year. The Company recognizes interest and, if applicable, penalties related to unrecognized tax benefits in income tax
expense. Included in income tax expense for the three months ended March 31, 2009 is $0.2 million, net of related deferred taxes, for interest and penalties on unrecognized tax benefits.
At March 31, 2009, the Company has accrued $0.6 million for the payment of interest and penalties.

By
virtue of previously filed separate company tax returns, as well as consolidated tax returns with IAC, Ticketmaster Entertainment is routinely under audit by federal, state, local and
foreign income tax authorities. These audits include questioning the timing and the amount of deductions and the allocation of income among various tax jurisdictions. Income taxes payable include
amounts considered sufficient to pay assessments that may result from examination of prior year returns; however, the amount paid upon resolution of issues raised may differ from the amount provided.
Differences between the amounts recorded for unrecognized tax benefits and the amounts owed by Ticketmaster Entertainment are recorded in the period they become known. Ticketmaster Entertainment
believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $1.4 million within twelve months of the current reporting date due to settlements and
expirations of applicable statute of limitations. An estimate of other changes in unrecognized tax benefits cannot be made, but are not expected to be significant.

Segment Operating Results

The overall concept that Ticketmaster Entertainment employs in determining its operating segments is to present the financial
information in a manner consistent with how our chief operating decision maker manages our business, makes operating decisions and evaluates operating performance. Operating segments are consolidated
for reporting purposes if they have similar economic characteristics and meet the aggregation criteria of SFAS No. 131,Disclosures about Segments of an Enterprise and
Related Information.

Prior
to the acquisition of a controlling interest in Front Line, Ticketmaster Entertainment had one operating segment in accordance with its internal management structure and based upon
how the chief operating decision maker viewed the business, its organizational structure and the type of service provided which primarily was online and offline ticketing services.

After
the October 29, 2008 acquisition of Front Line, based upon changes in the internal management structure and how the chief operating decision maker viewed the business, the
Company began reporting two segments: Ticketing and Artist Services.

The
Ticketing segment is primarily an agency business that sells tickets for events on behalf of our clients and retains a convenience charge and order processing fee for our services.
We sell tickets through a combination of websites, telephone services and ticket outlets.

The
Artist Services segment primarily provides management services to music recording artists in exchange for a commission on the earnings of these artists. Artist Services also sells
merchandise associated with musical artists at live musical performances, to retailers, and directly to consumers via a website.

For
additional information about our segment results, refer to Note 3Segment Information in the Notes to Unaudited Consolidated Financial Statements.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2009, Ticketmaster Entertainment had $624.0 million of cash and cash equivalents including
$400.3 million in funds representing amounts equal to the face value of tickets sold on behalf of its clients ("client funds"). Ticketmaster Entertainment's $624.0 million of cash and
cash equivalents included approximately $340.4 million, including $214.2 million of which were client funds, which were

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maintained
principally in Canada, the United Kingdom, Ireland and Australia. The Company does not utilize client funds for its own financing or investing activities as the amounts are payable to
clients.

Net
cash provided by operating activities was $173.1 million and $65.8 million for the three months ended March 31, 2009 and 2008, respectively. The increase of
$107.3 million in net cash provided by operating activities reflected higher contributions from client funds of $129.0 million which was driven by the timing of settlements with clients,
lower advance payments under ticketing contracts and sponsorship deals with resale partners, including significant advances made in the 2008 period which were not repeated in the 2009 period. These
increases in net cash provided by operating activities was partially offset by a decline in operating results and the timing of settlements for accounts payable, accrued liabilities and accounts
receivable.

Net
cash used in investing activities in the three months ended March 31, 2009 of $9.5 million primarily resulted from cash paid for capital expenditures. Net cash used in
investing activities in the three months ended March 31, 2008 of $540.1 million primarily resulted from cash transfers to IAC of $135.5 million, acquisitions, net of cash
acquired, of $395.0 million and capital expenditures of $9.5 million. The cash transfers relate to IAC's centrally managed U.S. treasury function. Acquisitions, net of cash acquired,
primarily related to the acquisitions of TicketsNow, Paciolan and GET ME IN!.

Net
cash used in financing activities in the three months ended March 31, 2009 of $0.9 million was primarily due to principal payments on capital leases and distributions
to minority interest holders. Net cash provided by financing activities in the three months ended March 31, 2008 was primarily due to capital contributions from IAC of $395.0 million to
fund Ticketmaster Entertainment's acquisitions.

Ticketmaster
Entertainment anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. Ticketmaster
Entertainment's ability to fund its cash and capital needs will be affected by its ongoing ability to generate cash from operations and the overall capacity and terms of its financing arrangements as
discussed above. Ticketmaster Entertainment believes that its cash on hand along with its anticipated operating cash
flow in 2009 and its access to financing arrangements are sufficient to fund its operating needs, capital, investing and other commitments and contingencies for the foreseeable future.

Under
the senior secured credit facilities and the indenture governing the Notes, the Company is required to comply with certain financial covenants. The Notes contain two
incurrence-based financial covenants, requiring that the Company meet a minimum fixed charge coverage ratio, as defined therein, of 2.0 to 1.0 and a maximum secured leverage ratio, as defined therein,
of 2.25 to 1.0. The senior secured credit facility has two maintenance-based quarterly financial covenants, requiring a maximum total leverage ratio of 3.5 to 1.0 and a minimum interest coverage ratio
of 3.0 to 1.0. The total leverage ratio for the senior secured credit facilities, calculated as total debt, as defined therein, divided by total earnings before interest, taxes, depreciation and
amortization ("EBITDA"), as defined therein, for the trailing twelve-month period is the most sensitive to change, as debt levels increase and/or earnings decline. As of March 31, 2009, the
Company was in compliance with all of these financial covenants, giving pro-forma effect, as required, to EBITDA for Front Line.

The
Company believes it has adequate cash and cash equivalents and it will generate sufficient cash from operations to pay-down a portion of its debt, if required, in order
to maintain compliance with all financial covenants through December 31, 2009. Ticketmaster Entertainment may, from time to time, engage in open market purchases of its Notes.

In
the event that the proposed merger is consummated, we expect that our cost of capital related to our bank financing will increase as a result of obtaining the necessary amendments to
our senior secured credit facilities required for the proposed merger.

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Critical Accounting Policies and Estimates

Refer to our accounting policies in our audited consolidated financial statements and notes for the year ended December 31,
2008, which are included in our Annual Report on Form 10-K, as amended, filed with the SEC.

Ticketmaster
Entertainment's management is required to make certain estimates and assumptions during the preparation of its consolidated financial statements in accordance with U.S.
generally accepted accounting principles ("GAAP"). These estimates and assumptions impact the reported
amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings
during any period. Actual results could differ from those estimates.

Significant
estimates underlying the accompanying consolidated financial statements include: the recoverability of contract advances; the recoverability of long-lived assets;
the recovery of goodwill and intangible assets; the determination of income taxes payable and deferred income taxes, including related valuation allowances; and assumptions related to the
determination of stock-based compensation.

Recent Accounting Pronouncements

Refer to our accounting policies in our audited consolidated financial statements and notes for the year ended December 31,
2008, which are included in our Annual Report on Form 10-K, as amended, filed with the SEC. In addition, refer to Note 2-Summary of Recent Accounting Standards of
the Notes to Unaudited Consolidated Financial Statements.

TICKETMASTER ENTERTAINMENT'S PRINCIPLES OF FINANCIAL REPORTING

Ticketmaster Entertainment reports Adjusted EBITDA as a supplemental measure to GAAP. This measure is one of the primary metrics by
which Ticketmaster Entertainment evaluates the performance of its segments and businesses, on which its internal budgets are based and by which management is compensated. Ticketmaster Entertainment
believes that investors should have access to the same set of tools that it uses in analyzing its results. This supplemental measure should be considered in addition to results prepared in accordance
with GAAP, but should not be considered a substitute for or superior to GAAP results. Ticketmaster Entertainment provides and encourages investors to examine the reconciling adjustments between the
GAAP and supplemental measure which are discussed below.

Definition of Ticketmaster Entertainment's Supplemental Measure

Adjusted Earnings before Interest, Income Taxes, Depreciation and Amortization ("Adjusted EBITDA"), is defined as operating income
excluding, if applicable: (1) depreciation expense (2) non-cash compensation expense (3) amortization and impairment of intangibles, (4) goodwill impairment,
(5) pro forma adjustments for significant acquisitions, and (6) one-time items. Ticketmaster Entertainment believes this measure is useful to investors because it represents
the operating results from Ticketmaster Entertainment businesses excluding the effects of non-cash expenses. The Adjusted EBITDA metric was named Adjusted Operating Income in our Annual
Report on Form 10-K, as amended, for the year ended December 31, 2008. Adjusted EBITDA has certain limitations in that it does not take into account the impact to
Ticketmaster Entertainment's statement of operations of certain expenses, including acquisition-related accounting. Ticketmaster Entertainment endeavors to compensate for the limitations of the
supplemental measure presented by also providing the comparable GAAP measure with equal or greater prominence and descriptions of the reconciling items, including quantifying such items, to derive the
supplemental measure.

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Pro Forma Results

Ticketmaster Entertainment will only present Adjusted EBITDA on a pro forma basis if a particular transaction is significant within the
meaning of Rule 11-01 of Regulation S-X or if it views a transaction as so significant in nature that disclosure of pro forma financial information would be
material to investors. For the periods presented in this report, there are no transactions that Ticketmaster Entertainment has included on a pro forma basis.

One-Time Items

Adjusted EBITDA is presented before one-time items, if applicable. These items are truly one-time in nature and
non-recurring, infrequent or unusual, and have not occurred in the past two years or are not expected to recur in the
next two years, in accordance with SEC rules. For the periods presented in this report, there are no one-time items.

Non-Cash Expenses That Are Excluded From Ticketmaster Entertainment's Supplemental Measure

Non-cash compensation expense consists principally of expense associated with the grants, including unvested grants assumed
in acquisitions, of restricted stock, restricted stock units and stock options. These expenses are not paid in cash, and Ticketmaster Entertainment will include the related shares in its future
calculations of fully diluted shares outstanding. Upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards will be settled, at Ticketmaster
Entertainment's discretion, on a net basis, with Ticketmaster Entertainment remitting the required tax withholding amount from its current funds.

Amortization
of intangibles is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the intangible assets of the acquired company, such as
purchase and distribution agreements, are valued and amortized over their estimated lives. While it is likely that Ticketmaster Entertainment will have significant intangible amortization expense as
it continues to acquire companies, Ticketmaster Entertainment believes that since intangibles represent costs incurred by the acquired company to build value prior to acquisition, they were part of
transaction costs.

RECONCILIATION OF ADJUSTED EBITDA

For a reconciliation of Adjusted EBITDA to net income attributable to Ticketmaster Entertainment, Inc. for the three months
ended March 31, 2009 and 2008 see Note 3Segment Information of the Notes to Unaudited Consolidated Financial Statements.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

Refer to Part II, Item 7A Quantitative and Qualitative Disclosure about Market Risk which are included in our Annual
Report on Form 10-K, as amended, for the year ended December 31, 2008.

Item 4(T).Controls and Procedures

The Company monitors and evaluates on an ongoing basis its disclosure controls in order to improve its overall effectiveness. In the
course of this evaluation, the Company modifies and refines its internal processes as conditions warrant.

As
required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, including our chief executive officer and our
chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined by Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based
upon that evaluation, our chief executive officer and chief financial officer concluded that as of the end of the period covered by this report, our disclosure controls and procedures were effective
in providing reasonable assurance that information we are

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required
to disclose in our filings with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and include
controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our
management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

We
are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002 by the end of our fiscal year ending December 31, 2009. The notification of such compliance is
due no later than the time we file our annual report for the fiscal year ending December 31, 2009. We believe we are devoting adequate resources and expertise, both internal and external, in
order to meet this requirement. However, there is no guarantee that our efforts will result in management's ability to conclude, or our independent registered public accounting firm to attest, that
our internal control over financial reporting is effective as of December 31, 2009.

As
required by Rule 13a-15(d) under the Exchange Act, we, under the supervision and with the participation of our management, including the Chief Executive Officer and
Chief Financial Officer, also evaluated whether any changes occurred to our internal control over financial reporting during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, such control. Based on that evaluation, there has been no such change during the period covered by this report.

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PART IIOTHER INFORMATION

Item 1.Legal Proceedings



On October 21, 2003, a purported representative action was filed in California state court, challenging Ticketmaster
Entertainment's charges to online customers for UPS ticket delivery. The complaint alleged in essence that it is unlawful for Ticketmaster Entertainment not to disclose on its website that the fee it
charges to online customers to have their tickets delivered by UPS contains a profit component. The complaint asserted a claim for violation of Section 17200 of the California Business and
Professions Code and sought restitution or disgorgement of the difference between (i) the total UPS delivery fees charged by Ticketmaster Entertainment in connection with online ticket sales
during the applicable statute of limitations period, and (ii) the amount Ticketmaster Entertainment paid to UPS for that service.

On
August 31, 2005, the plaintiffs filed an amended class-action and representative-action complaint alleging (i) as before, that Ticketmaster Entertainment's website
disclosures in respect of its charges for UPS ticket delivery violate Section 17200 of the California Business and Professions Code, and (ii) for the first time, that Ticketmaster
Entertainment's website disclosures in respect of its ticket order-processing fees constitute false advertising in violation of Section 17500 of the California Business and Professions Code. On
this latter claim, the amended complaint seeks restitution or disgorgement of the entire amount of order-processing fees charged by Ticketmaster Entertainment during the applicable statute of
limitations period.

On
August 14, 2006, the plaintiffs filed a motion for class certification, which Ticketmaster Entertainment opposed. On September 25, 2006, Ticketmaster Entertainment filed
a motion for judgment on the pleadings, which the plaintiffs opposed. On November 21, 2006, Ticketmaster Entertainment requested that the court stay the case pending the California Supreme
Court's decisions in two cases (In re Tobacco II Cases, 142 Cal. App. 4th 891, andPfizer Inc. v.
Superior Court (Galfano), 141 Cal. App. 4th 290) that present issues concerning the interpretation of Proposition 64 that are directly pertinent to both of
the pending motions. The plaintiffs opposed Ticketmaster Entertainment's request. On November 29, 2006, the court ordered that the case be stayed pending the California Supreme Court's ruling
on the two cases referenced above.

On
March 3, 2009, the California Supreme Court heard oral argument in theTobacco IIcase. We expect a ruling in May or June of
2009. On April 1, 2009, the Court granted plaintiff's motion for leave to file a Second Amended Complaint that clarifies plaintiff's California Business and Professions Code claims and
adds the allegation that Ticketmaster's order processing fees are unconscionable as a matter of law. The case is otherwise stayed pending theTobacco IIruling. Ticketmaster Entertainment filed a demurrer to the Second Amended Complaint on May 8, 2009.



On November 30, 2001, a purported securities class action was filed against Ticketmaster Entertainment and other defendants in
the U.S. District Court for the Southern District of New York. Plaintiff's suit was brought on behalf of purchasers of Ticketmaster Entertainment common stock during the period from the date of its
initial public offering through December 6, 2000, and alleged violations by Ticketmaster Entertainment of Section 10(b) of the Securities Exchange Act of 1934 and Section 11 of
the Securities Act of 1933. Plaintiff alleged that Ticketmaster Entertainment failed to disclose that its underwriters were to receive undisclosed and excessive compensation and had agreed to allocate
shares in the IPO to customers in exchange for agreements to purchase shares in the aftermarket at pre-determined prices. This action was later consolidated with hundreds of similar
actions against issuers and underwriters in the U.S. District Court for the Southern District of New

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York
inIn re Initial Public Offering Securities Litigation, No. 21 MC 92 (S.D.N.Y.). On February 19, 2003, the court granted a motion to
dismiss the Section 10(b) claim against Ticketmaster Entertainment, but denied the motion as to the Section 11 claim against Ticketmaster Entertainment.

On
October 13, 2004, the district court granted a motion for class certification in the six so-called class certification "focus" cases in the consolidated litigation.
(Ticketmaster Entertainment is not a party in any of these focus cases.) On December 5, 2006, the U.S. Court of Appeals for the Second Circuit reversed the trial court's decision. On
August 14, 2007, plaintiffs filed amended complaints containing new class definitions in the six class certification focus cases. On September 27, 2007, plaintiffs moved for
certification of the classes in these cases. On November 13, 2007, the issuer defendants filed a motion to dismiss the amended complaints in the focus cases. On March 26, 2008, the
district court granted this motion in part and denied it in part. Accordingly, this action remains pending against Ticketmaster Entertainment.



In February of 2009, five putative consumer class action complaints were filed in Canada against TNow Entertainment Group, Inc.,
Ticketmaster Entertainment, Ticketmaster Canada Ltd., and Premium Inventory, Inc. All of the cases allege essentially the same set of facts and causes of action: each plaintiff purports
to represent a class consisting of all persons who purchased a ticket from Ticketmaster Entertainment, Ticketmaster Canada or TicketsNow from early February of 2007 to the present. Each proposed class
purports to extend to United States as well as Canadian consumers. The complaints allege in essence that Ticketmaster Entertainment and Ticketmaster Canada conspired to divert a large number of
tickets for resale through the TicketsNow website at prices higher
than face value in violation of Ontario's Ticket Speculation Act, the Amusement Act of Manitoba, the Amusement Act of Alberta, and the Quebec Consumer Protection Act, respectively. The Ontario case
contains the additional allegation that Ticketmaster Entertainment and TicketsNow's service fees run afoul of anti-scalping laws. Each lawsuit seeks compensatory and punitive damages on
behalf of the class.



On February 6, 2009, a putative class action complaint asserting several causes of action under the federal antitrust laws as
well as California and New York consumer protection laws was filed against Ticketmaster Entertainment and TicketsNow. The lawsuit alleges that Ticketmaster Entertainment and TicketsNow unlawfully
attempted to monopolize and/or have monopolized the market for secondary tickets and deceived consumers by, among other things, selling large quantities of tickets to TicketsNow's ticket brokers,
either prior to or at the time that tickets for an event go on sale, thereby forcing consumers to purchase tickets at significantly marked-up prices on TicketsNow instead of
Ticketmaster.com. Plaintiff seeks actual damages or restitution in an amount to be determined at trial and attorneys fees and costs.

On
February 20, 2009, a putative class action lawsuit was filed against Ticketmaster Entertainment, Inc. in the Central District of California. The plaintiff purports to
represent a nationwide class of consumers consisting of "all persons who inadvertently purchased tickets from TicketsNow.com as a result of deceptive and unfair business practices engaged in by
Ticketmaster Entertainment between January 1, 2005 to the present and who were damaged thereby." The plaintiff claims that Ticketmaster Entertainment violated California's Business and
Professions code by redirecting consumers from Ticketmaster.com to Ticketsnow.com, thereby engaging in false advertising and an unfair business practice by deceiving consumers into inadvertently
purchasing tickets from TicketsNow for amounts greater than face value. The plaintiff claims Ticketmaster Entertainment has been unjustly enriched by this conduct and seeks compensatory damages, a
refund to every class member of the difference between face value and the amount paid to TicketsNow, an injunction

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preventing
Ticketmaster Entertainment from engaging in further unfair business practices with TicketsNow, and attorney fees and costs.

On
March 23, 2009, a purported class action complaint asserting causes of action under California's Business and Professions Code and the California Consumer Legal Remedies Act
was filed against Ticketmaster Entertainment and TicketsNow. The lawsuit alleges that Ticketmaster and TicketsNow committed unfair business practices by, among other things, "redirecting" consumers
from Ticketmaster.com to TicketsNow.com. Plaintiff purports to represent a nationwide class consisting of "all persons who were redirected from Ticketmaster.com to TicketsNow.com and purchased tickets
above face value from TicketsNow.com." Plaintiff seeks disgorgement and restitution on behalf of the class and attorneys fees and costs.



On May 5 and May 8, 2009, respectively, two purported class action complaints alleging causes of action for violation of
the New Jersey Consumer Fraud Act, among others, were filed against Ticketmaster Entertainment, Inc. and TicketsNow.com, Inc. The complaints allege that Ticketmaster Entertainment has
been unlawfully and knowingly rerouting customers from its website to defendant TicketsNow.com, a secondary resale ticket broker website which the complaints allege artificially inflates the price of
event tickets. The complaints further allege that Ticketmaster Entertainment claims that face value tickets are sold out or unavailable within minutes of the tickets going on sale and redirects its
customers to TicketsNow. Plaintiffs seek disgorgement and restitution on behalf of the class and attorneys fees and costs.



Two putative securities class actions were filed in California Superior Court against Ticketmaster Entertainment and its Board of
Directors on February 13, 2009 and February 20, 2009, respectively. The plaintiff in the first case alleges that the Live Nation transaction (the "Transaction") delivers insufficient
value to Ticketmaster Entertainment stockholders that the Board of Directors of Ticketmaster Entertainment failed to adequately consider alternative transactions; and that Ticketmaster Entertainment
insiders benefit disproportionately from the Transaction. Among other things, the complaint seeks an injunction against the consummation of the Transaction and compensatory damages for Ticketmaster
Entertainment stockholders. The second putative class action was filed against Ticketmaster Entertainment and the members of its Board in the same Los Angeles court in which the first complaint was
filed. The focus of this case is the alleged failure of Ticketmaster Entertainment to obtain the highest price and on alleged insufficiencies in the deal protections. Also included is a disclosure
claim, which alleges that Ticketmaster Entertainment wrongfully failed to disclose certain antitrust-related schedules with the merger agreement, which plaintiff alleges makes it difficult for
stockholders to assess certain provisions of the merger agreement.



The Company's proposed merger with Live Nation is subject to antitrust/competition regulatory review in the United States and four
other countries. Ticketmaster
Entertainment expects the merger to close before 2009 year end. In the United States, Ticketmaster Entertainment and Live Nation are engaged in discussions with the U.S. Department of Justice,
Antitrust Division ("DOJ") regarding the proposed transaction. The parties are also in the process of responding to the DOJ's "second request" for information related to the companies' respective
businesses and the proposed merger.

The
other jurisdictions where the transaction is under regulatory review are Canada, the United Kingdom, Norway, and Turkey. The Canadian authorities recently issued a "second request"
for additional information relating to the parties' respective businesses, and the parties are in the process

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of
responding to the Canadian request. The U.K. authorities have issued several information requests to which the parties are in the process of responding. The Norwegian Competition Authority has
advised that the parties are required to submit a full-form application for approval, which will require the parties to supplement the previously filed "short-form"
application. Finally, the parties have recently submitted the required information to the Turkish competition authorities.

Item 1A.Risk Factor

Cautionary Statements Regarding Forward-Looking Information

This Quarterly Report on Form 10-Q contains "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The use of words such as "anticipates," "estimates," "expects," "projects," "intends," "plans" and "believes," among others, generally identify
forward-looking statements. These forward-looking statements include, among others, statements relating to: Ticketmaster Entertainment's anticipated financial performance, business prospects and,
anticipated trends and prospects in the various industries in which Ticketmaster Entertainment businesses operate, new products, services and related strategies and other similar matters. These
forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that
are difficult to predict.

Actual
results could differ materially from those contained in the forward-looking statements included in this report for a variety of reasons, including, among others, the risk factors
set forth below. Other unknown or unpredictable factors that could also adversely affect Ticketmaster Entertainment's business, financial condition and results of operations may arise from time to
time. In light of these risks and uncertainties, the forward-looking statements discussed in this report may not prove to be accurate. Accordingly, you should not place undue reliance on these
forward-looking statements, which only reflect the views of our management as of the date of this report. Ticketmaster does not undertake to update these forward-looking statements.

Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I,
"Item 1A. Risk Factors" in our Annual Report on Form 10-K, as amended, for the year ended December 31, 2008, which could materially affect our business, financial
condition or future results. The risks described in our Annual Report on Form 10-K, as amended, are not the only risks facing our Company. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

The
risk factor set forth below updates the corresponding risk factors in Part I, "Item IA. Risk Factors" in our Annual Report on Form 10-K, as amended,
for the year ended December 31, 2008.

Live Entertainment Industry and General Economic Trends-Our success depends, in significant part, on entertainment, sporting and leisure events and factors
adversely affecting such events could have a material adverse effect on business, financial condition and results of operations.

Through our Ticketing segment, we sell tickets to live entertainment, sporting and leisure events at arenas, stadiums, theaters and
other facilities. Through our Artist Services segment, we provide artist management services to nearly 200 clients, and derive significant revenues from touring and live concerts by these clients.
Accordingly, our business, financial condition and results of operations are directly affected by the popularity, frequency and location of such events. Ticket sales are sensitive to fluctuations in
the number and pricing of entertainment, sporting and leisure events and activities offered by promoters, teams and facilities, and adverse trends in the entertainment; sporting and leisure

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event
industries could adversely affect our business, financial condition and results of operations. Our Ticketing segment relies on third parties to create and perform live entertainment, sporting
and leisure events and to price tickets to such events. Accordingly, our success depends, in part, upon the ability of these third parties to correctly anticipate public demand for particular events
and the prices that the public is willing to pay to attend such events, as well as the availability of popular artists, entertainers and teams. Similarly, our Artist Services segment could be
adversely affected if the artists it represents do not tour or perform as frequently as anticipated, or if such tours or performances are not as widely attended by fans as anticipated due to changing
tastes, general economic conditions or otherwise.

In
addition, general economic conditions, consumer trends, work stoppages, natural disasters and terrorism could have a material adverse effect on our business, financial condition and
results of operations. Entertainment-related expenditures are particularly sensitive to business and personal discretionary spending levels, which tend to decline during general economic downturns.
Recent market conditions have been extremely volatile and unemployment rates have risen in recent months. As a result of these macroeconomic factors, it is reasonably possible that a continued
worsening of the Company's results or domestic and global economic conditions could change certain estimates and assumptions that are significant to the underlying amounts included in the Company's
Consolidated Financial Statements and the Notes thereto. A protracted global recession could have a significant negative impact on our business, financial condition and results of operations.
Similarly, public heath issues or a health epidemic could result in the cancellation of live entertainment events or in lower attendance and ticket sales fans choose to not attend events t hey would
otherwise attend out of heath concerns. Recently, human cases of swine flu virus infection have been identified in the United States and internationally. If a public health issues such as the swine
flu were to result in the cancellation of live entertainment events or diminished ticket sales, our business, financial condition and results of operations could be negatively impacted.

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Item 6.Exhibits

Exhibit

Description2.1

Agreement and Plan of Merger, dated as of February 10, 2009, by and among Ticketmaster Entertainment Inc., Live Nation, Inc, and, from and after its accession to the Agreement, Merger Sub (incorporated by
reference to Ticketmaster Entertainment's Form 8-K, filed February 13, 2009)31.1

CEO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 200231.2

CFO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 200232.1

CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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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, thereunto duly authorized.

TICKETMASTER ENTERTAINMENT, INC.
                             (Registrant)Date: May 12, 2009

By:

/s/ BRIAN REGAN Brian Regan Executive Vice President and Chief Financial Officer


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