Use these links to rapidly review the document TABLE OF CONTENTS TICKETMASTER ENTERTAINMENT, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ý		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2008
For the Fiscal Year Ended December 31, 2009
Or
or
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File No. 001-34064

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

Delaware (State or other jurisdiction of incorporation or organization) 9527-~~4546874~~1730243 (I.R.S. Employer Identification No.)

~~8800~~9348 ~~Sunset~~Civic ~~Blvd.~~Center Drive, ~~West~~Beverly ~~Hollywood~~Hills, CACalifornia ~~90069~~ 90210 (Address of Registrant's principal executive offices)

(310) ~~360~~867-~~3300~~7000 (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of exchange on which registered

Common Stock, par value $0.01		NASDAQ Global Select Market

(Note: The Company's common stock was de-listed from NASDAQ effective February 5, 2010,
and its de-registration under Section 12(b) will be effective April 26, 2010)

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes ý No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes ý No

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 ifwhether ~~disclosure~~the ofregistrant ~~delinquent~~has ~~filers~~submitted ~~pursuant~~electronically toand ~~Item 405~~posted ofon ~~Regulation S-K~~its iscorporate ~~not~~Web ~~contained~~site, ~~herein~~if any, ~~and~~every ~~will~~Interactive ~~not~~Data File required to be ~~contained,~~submitted and posted pursuant to ~~the~~Rule 405 ~~best~~of Regulation S-T (§ 232.405 of ~~registrant's~~this ~~knowledge,~~chapter) induring ~~definitive~~the ~~proxy~~preceding 12 months (or ~~information~~for ~~statements~~such ~~incorporated~~shorter byperiod that ~~reference~~the inregistrant ~~Part III~~was ofrequired ~~this~~to ~~Form 10-K~~submit orand ~~any~~post ~~amendment to~~such ~~this Form 10-K~~files). o Yes o No

Indicate by check mark ~~whether~~if ~~the~~disclosure ~~Registrant~~of isdelinquent afilers ~~large~~pursuant ~~accelerated~~to ~~filer,~~Item 405 anof ~~accelerated~~Regulation S-K ~~filer,~~is anot ~~non-accelerated~~contained ~~filer~~herein, orand awill ~~smaller~~not ~~reporting~~be ~~company.~~contained, ~~See~~to ~~definition~~the best of ~~"accelerated~~registrant's ~~filer~~knowledge," ~~"large~~in ~~accelerated~~definitive ~~filer"~~proxy ~~and~~or ~~"smaller~~information ~~reporting~~statements ~~company"~~incorporated by reference in ~~Rule~~Part ~~12b-2~~III of ~~the~~this ~~Exchange~~Form 10-K ~~Act.~~or ~~(Check~~any ~~one):~~amendment to this Form 10-K. ý

~~Large~~ Indicate by check mark whether the Registrant is a large accelerated filer, oan ~~Accelerated~~accelerated filer, oa ~~Non~~non-accelerated filer ýor ~~(Do~~a ~~not~~smaller ~~check~~reporting company. ifSee adefinitions of "large accelerated filer," "accelerated filer," and "smaller reporting company)" ~~Smaller~~in ~~reporting~~Rule 12b-2 ~~company~~of othe Exchange Act. (Check one):


Large accelerated filer o		Accelerated filer ý		Non-accelerated filer o (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 June 30, ~~2008~~2009, ~~there~~the ~~was~~aggregate nomarket ~~established~~value ~~public~~of ~~market~~the ~~for~~voting ~~the~~and ~~registrant's~~non-voting common ~~stock.~~equity ~~Shares~~held ~~began~~by ~~trading~~non-affiliates ~~August~~was approximately $243.7 21million. (For purposes hereof, ~~2008~~directors, ~~after~~executive ~~completion~~ officers and 10% or greater stockholders have been deemed affiliates.) As of January 25, 2010, the ~~spin-off~~Company ~~from~~was ~~IAC/~~converted ~~InterActiveCorp~~to a limited liability company with a single member and thus has no publicly-traded equity securities.

AsThe number of ~~March 27, 2009, the following~~ shares of ~~the Registrant's~~ common stock ~~were~~ outstanding: ~~57,329,136~~Not Applicable.

~~Documents~~ The ~~Incorporated~~Company bymeets ~~Reference:~~the conditions set forth in General Instructions (I)(1)(a) and (b) of Form 10-K and is therefore filing this Form 10-K with a reduced disclosure format.

~~Portions~~Documents ofIncorporated ~~the~~by ~~Registrant's~~Reference: Part 1A ~~proxy~~incorporates ~~statement~~portions ~~for~~of ~~its~~Live ~~2009~~Nation Entertainment, Inc.'s Annual ~~Meeting~~Report ofon ~~Stockholders~~Form 10-K ~~are~~for ~~incorporated~~the byyear ~~reference~~ended ~~into~~December 31, ~~Part~~2009, filed February ~~III~~25, ~~herein~~2010.

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TICKETMASTER ENTERTAINMENT, ~~INC.~~LLC FORM 10-K For the Year Ended December 31, 2009 TABLE OF CONTENTS

FORM 10-K

			Page Number

PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	6
	Item 1B.	Unresolved Staff Comments	20
	Item 2.	Properties	20
	Item 3.	Legal Proceedings	20
	Item 4.	Submission of Matters to a Vote of Security Holders	23
PART II
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	24
	Item 6.	Selected Financial Data	24
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	47
	Item 8.	Consolidated Financial Statements and Supplementary Data	49
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	49
	Item 9A.	Controls and Procedures	49
	Item 9B.	Other Information	51
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	51
	Item 11.	Executive Compensation	51
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	51
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	51
	Item 14.	Principal Accountant Fees and Services	51
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	52
Signatures			56

For the Year Ended December 31, 2008

TABLE OF CONTENTS

			Page Number
PART I
	Item 1.	Business	1
	Item 1A.	Risk Factors	10
	Item 1B.	Unresolved Staff Comments	24
	Item 2.	Properties	24
	Item 3.	Legal Proceedings	24
	Item 4.	Submission of Matters to a Vote of Security Holders	28
PART II
	Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities	29
	Item 6.	Selected Consolidated Financial Data	30
	Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	31
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk	55
	Item 8.	Consolidated Financial Statements and Supplementary Data	56
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	56
	Item 9A(T).	Controls and Procedures	56
	Item 9B.	Other Information	57
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	58
	Item 11.	Executive Compensation	58
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	58
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	58
	Item 14.	Principal Accountant Fees and Services	58
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	58
Signatures			63

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PART I

Item 1. Business

Overview

As the world's leading live entertainment ticketing and marketing company based on the number of tickets sold, Ticketmaster Entertainment, ~~Inc.~~LLC ("Ticketmaster Entertainment," "we," "our," "us" or the "Company") connects the world to live entertainment. ~~Ticketmaster~~The ~~Entertainment~~Company currently operates in approximately 2019 countries worldwide, providing ticket sales, ticket resale services, marketing and distribution through www.ticketmaster.com, one of the largest e-commerce sites on the internet, and related proprietary internet and mobile channels, approximately 76,~~100~~700 independent sales outlets and 17 call centers worldwide. Established in 1976, the ~~Ticketmaster~~Company ~~Entertainment~~ sold tickets on behalf of more than 10,000 clients worldwide during ~~2008~~2009, including venues, promoters, sports leagues and teams, and museum and cultural institutions, among other clients, across multiple live event categories, providing exclusive ticketing services for leading arenas, stadiums, amphitheaters, music clubs, concert promoters, professional sports franchises and leagues, college sports teams, performing arts venues, museums and theaters. ~~Ticketmaster~~The ~~Entertainment~~Company's distribution channels and client base provide it with significant scale—for example, in ~~2008~~2009, ~~Ticketmaster~~the ~~Entertainment~~Company's brands and businesses sold more than ~~141~~130 million tickets valued at ~~over~~ $8.90 billion.

~~Ticketmaster~~The ~~Entertainment~~Company's business also includes the operations of Front Line Management Group, Inc. ("Front Line"), one of the world's leading artist management companies. Front Line manages musical artists and acts primarily in rock, classic rock, pop and country music. As of December 31, ~~2008~~2009, Front Line had ~~almost~~over 200 artists on its rosters and approximately 80 75 managers performing services to artists.

From its ~~History~~ spin-off from IAC/InterActiveCorp ("IAC") in August 2008 until January 2010, the Company operated as a stand-alone, publicly-traded company with its common stock trading on The Nasdaq Stock Market. On January 25, 2010, the Company merged into an indirect, wholly-owned subsidiary of Live Nation, Inc. and thus became an indirect, wholly-owned subsidiary of Live Nation, Inc. Following the merger, Live Nation, Inc. changed its name to Live Nation Entertainment, Inc. ("Live Nation"; SEC File No. 001-32601). Live Nation's common stock is listed on the New York Stock Exchange under the symbol "LYV."

~~Ticketmaster~~ ~~Entertainment's~~Business predecessor companies, Ticketmaster Group, Inc. and its subsidiaries, were organized for the primary purpose of developing stand-alone automated ticketing systems for license to individual facilities. Since then, Ticketmaster Entertainment's business has grown through continued improvements in its technology, the continued expansion of its service and product offerings, as well as its client base, and the acquisition of and investment in ticketing and technology companies, as well as a number of entertainment-related businesses, both in the United States and abroad. In January 2003, IAC/InterActiveCorp, a Delaware corporation ("IAC"), at that time our majority owner, acquired the outstanding shares of Ticketmaster Entertainment that it did not previously own, as a result of which the Company became a wholly-owned subsidiary of IAC. In August 2008, Ticketmaster Entertainment was spun-off from IAC and became a separate publicly-traded company. In October 2008, the Company acquired an additional equity interest in Front Line, giving it a controlling interest in Front Line. Segments

The ~~Summary~~Company ofoperates in two reportable segments—ticketing and artist services. In addition, the ~~Spin-Off~~Company ~~from~~also ~~IAC/InterActiveCorp~~ has corporate and other expenses, which are managed on a total company basis. See Item 15. Exhibits and Financial Statement Schedules—Note 7—Segment Information to the Consolidated Financial Statements for financial information regarding segment reporting.

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 (which at that time was known as Ticketmaster). Ticketing

~~On August 20,~~The ~~2008,~~ticketing ~~IAC~~segment ~~distributed~~is toprimarily ~~its~~an ~~stockholders~~agency ~~all~~business ofthat ~~the~~sells ~~outstanding~~tickets ~~shares~~for events on behalf of ~~common~~our ~~stock,~~clients ~~par~~and ~~value~~retains ~~$0.01~~a ~~per~~convenience charge ~~share,~~and oforder ~~Ticketmaster~~processing ~~Entertainment~~fee ~~(the "spin-off")~~for our services. ~~Following~~We ~~the~~sell ~~spin-off~~tickets through a combination of websites, ~~Ticketmaster~~telephone ~~Entertainment~~services and ticket outlets. The Company's ~~businesses~~ticketing ~~included~~sales are impacted by fluctuations in the ~~businesses~~availability ~~that~~of ~~formerly~~events ~~comprised~~for ~~IAC's~~sale ~~Ticketmaster~~to ~~segment~~the public, which ~~consisted~~may ~~of IAC's~~vary ~~domestic~~depending ~~and~~upon ~~international~~scheduling ~~ticketing~~by its clients. Generally, the second and ~~ticketing~~third ~~related~~quarters ~~businesses~~of the year experience the highest domestic ticketing revenue, ~~subsidiaries~~earned primarily in the Concerts and ~~investments~~Sports categories. Generally, asinternational ~~well~~revenues asare ~~IAC's~~the ~~investment~~highest in ~~Front~~the ~~Line~~fourth quarter of the year, ~~and~~earned primarily in the Concerts category.

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~~excluded Ticketmaster~~ ~~Entertainment's~~Primary ~~former~~(Initial ~~Reserve~~Sale) ~~America~~Ticketing ~~subsidiary and its investment in Active.com, which were transferred to IAC.~~ Services

~~Upon completion of the spin-off (and for a short period prior to that, on a~~ Overview. "~~when-issued~~Primary" ~~basis),~~sales ~~Ticketmaster~~of ~~Entertainment~~tickets ~~shares~~refers 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~~original ~~balance~~sale ~~with common stock, whereby holders~~ of ~~IAC~~tickets ~~stock~~to ~~received~~an ~~one~~event ~~fifth~~by ofor aon ~~share~~behalf of ~~Ticketmaster~~an ~~Entertainment~~event ~~common stock for each share of common and class B common stock of IAC held as described in our Post Effective Amendment No~~presenter. 1 toFor ~~Form S-1 (Commission File Number 333-152702) filed with~~ the ~~Securities and Exchange Commission~~ ~~("SEC")~~year ~~on August~~ended December 2031, ~~2008~~2009, ~~and~~the ~~(3) distributed~~substantial ~~$752.9 million~~majority inof ~~cash~~the ~~to IAC in connection with Ticketmaster Entertainment~~Company's ~~separation~~revenues ~~from~~were ~~IAC,~~attributable ~~which~~to ~~included~~primary ~~the~~ticket ~~net~~sale ~~proceeds of $723~~services.~~6 million~~ ~~from~~The ~~our~~Company ~~financings~~provides ~~through~~primary aticket ~~combination~~sale ofservices ~~privately~~to ~~issued~~the ~~debt~~following ~~securities~~types of ~~and~~clients: ~~bank borrowings.~~

•: Venues—including arenas, stadiums, theaters, universities, colleges, clubs and festivals in the United States and abroad, ranging in size from 100,000+ seat stadiums to small clubs, including Madison Square Garden (New York City), Cowboys Stadium (Arlington, Texas), Staples Center (Los Angeles), Manchester Evening News Arena (Manchester, UK), the University of Michigan and the University of California, Los Angeles;
•: Promoters—promoters of live events, from worldwide concert tours to single, local events, including AEG Live, Another Planet Entertainment, Jam Productions and MCD Productions;
•: Sports Leagues, Teams and Events—professional sports teams, leagues, franchises and clubs and special sporting events, including Major League Baseball Advanced Media and many Major League Baseball, National Football League, National Basketball Association, National Hockey League, Rugby Football Union and Premier League teams; and
•: Museums, Cultural Institutions and Historic Sites—including the Guggenheim Museum (New York City) and the Getty Museum and Getty Villa (Los Angeles).

When providing ~~Front~~primary ~~Line~~ ticket sale services to clients in the U.S. and abroad (other than in the United Kingdom and certain other European markets), the Company generally serves as the exclusive ticket sales agent for individual tickets sold to the general public outside of facility box offices. In the United Kingdom, the Company is typically a non-exclusive ticket sales agent for its clients and instead is guaranteed a certain minimum allocation of the tickets for each event. For any particular event, the Company works with clients to identify those tickets that will be made available for sale through the Company's various distribution channels (see "Distribution" below) as well as facility box offices. To enable most or all tickets for a given event to be offered for sale simultaneously and sold through these channels, the Company licenses the Ticketmaster System, our proprietary system, and related equipment to clients and installs this system at their facility box offices. The provision of primary ticket sale services to clients is generally governed by individual, multi-year agreements between the Company and its clients.

~~Front~~Consumers who ~~Line~~purchase ~~was~~tickets ~~formed~~through inthe ~~January~~Company ~~2005~~pay ~~when~~an itamount ~~acquired~~equal to the ~~music~~ticket ~~management~~face ~~businesses~~price, ofplus ~~Irving~~a ~~Azoff~~per ~~and~~ticket ~~Howard~~convenience ~~Kaufman and their respective associates~~charge, ~~funded~~a byper ~~the~~order ~~private~~"order ~~equity~~processing" ~~groups~~fee ~~TH Lee~~ and ~~Bain Capital~~, ~~together with the Warner Music Group. Front~~if ~~Line~~applicable, ~~subsequently~~a ~~secured~~premium ~~additional~~delivery ~~financing from IAC~~charge. InThe ~~June~~Company ~~2007,~~remits ~~IAC and Warner Music Group acquired~~ the ~~interests~~entire ~~formerly~~face ~~held~~value byof the ~~private~~ticket ~~equity~~to ~~groups and certain individual investors, following which Front Line was owned by a combination of IAC, Warner Music Group and~~ the ~~Azoff Family Trust~~client. In ~~June 2008~~addition, ~~Madison Square Garden acquired a combined 10% interest~~ in ~~Front~~most ~~Line by acquiring interests from both IAC and Warner Music Group. As part of Ticketmaster Entertainment's spin-off from IAC~~cases, ~~IAC's investment in Front Line was transferred to Ticketmaster Entertainment. On October 29, 2008,~~ the Company ~~acquired~~remits ~~additional~~royalties ~~equity~~as ~~interests~~specified in ~~Front Line, giving Ticketmaster Entertainment a controlling interest in Front Line. As a result,~~ the written ~~Company~~agreement ~~has~~between ~~consolidated~~ the ~~results~~Company ofand ~~Front Line from~~ the ~~acquisition date~~client.

Client ~~Merger~~Relationships. The ~~Agreement~~Company generally enters into written agreements with ~~Live~~individual ~~Nation~~clients to provide primary ticket sale services for specified multi-year periods, typically ranging from 3 to 5 ~~Inc~~years. Pursuant to these agreements, clients generally determine what tickets will be available for sale, when such tickets will go on sale to the public and what the ticket face price will be. Agreements with venue clients generally grant the Company the right to sell tickets for all events presented at the relevant venue for which tickets are made available to the general public. Agreements with promoter clients generally grant the Company the right to sell tickets for all events presented by a given promoter at any venue, unless that venue is already covered by an existing exclusive agreement with the Company or another ticketing service provider. Under the Company's exclusive contracts, clients may not utilize, authorize or promote the services of third party ticketing companies or technologies while under contract with the Company. While the Company generally has the right to sell a substantial portion of its clients' tickets, venue and promoter clients often sell and distribute group sales and

On February 10, 2009, the Company entered into a definitive merger agreement with Live Nation, Inc. ("Live Nation"). The combined entity, which is expected to be called Live Nation Entertainment, joins Live Nation's concert promotions expertise with Ticketmaster Entertainment's world-class ticketing solutions and artist relationships to improve the live entertainment experience and drive major innovations in ticketing technology, marketing, and service. The companies are expected to be combined in an all-stock merger of equals transaction that is intended to qualify as tax-free for U.S. federal income tax purposes. Under the merger agreement, holders of Ticketmaster Entertainment common stock will receive 1.384 shares of Live Nation common stock for each share of Ticketmaster Entertainment common stock they own, subject to adjustments as provided in the merger agreement. Live Nation and Ticketmaster Entertainment stockholders will each own approximately 50 percent of the outstanding equity interests of the combined company upon completion of the merger. The merger is subject, among other conditions, to regulatory approvals and the approval of the stockholders of both companies. We anticipate that the transaction will close in the second half of 2009.

Business Segments

The Company operates in two reportable segments—Ticketing and Artist Services. In addition, the Company also has corporate and other expenses, which are managed on a total company basis. See

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~~Note 7—Segment~~season ~~Information~~tickets in-house. In addition, under many written agreements between promoters and the Company's clients, the Company's clients often allocate certain tickets for artist, promoter, agent and venue use and do not make those tickets available for sale by us. The Company also generally allows clients to make a certain limited number of tickets available for sale through fan or other similar clubs, from which the ~~Notes~~Company generally derives no revenues unless selected by the club to facilitate the ~~Consolidated~~sales. ~~Financial~~As ~~Statements~~a ~~for~~result, ~~financial~~the ~~information~~Company ~~regarding~~does ~~segment~~not ~~reporting~~sell all of its clients' tickets and the amount of tickets that it sells varies from client to client and from event to event, and varies as to any single client from year to year.

Pursuant to ~~Ticketing~~ its agreements with certain clients, sales of premium primary tickets, often under high demand, are offered for sale through the Company's TicketExchange service, which is accessible to consumers through www.ticketmaster.com. Such tickets are referred to as "Platinum" tickets and are frequently priced by the Company's clients at prices that are meant to reflect their market value.

~~The~~Convenience charges, ~~Company's~~which ~~ticketing~~are ~~operations~~heavily ~~are~~negotiated, ~~primarily~~mutually anagreed ~~agency~~upon ~~business~~and ~~that~~set ~~sells~~forth ~~tickets~~in ~~for~~written ~~events~~agreements onbetween ~~behalf~~the ofCompany ~~our~~and its clients, ~~and~~vary ~~retains a~~based ~~convenience~~upon ~~charge~~numerous ~~and~~factors, including: ~~order~~the ~~processing~~scope ~~fee~~and ~~for~~nature ~~our~~of the services. Weto ~~sell~~be ~~tickets~~rendered, ~~through~~the aamount ~~combination~~and cost of ~~websites,~~equipment ~~telephone~~to ~~services~~be ~~and~~installed ~~ticket~~at ~~outlets.~~the ~~Ticketmaster Entertainment~~client's ~~ticketing~~venue ~~sales are~~location, ~~impacted~~the byamount ~~fluctuations~~of inadvertising and/or promotional allowances to be provided, the ~~availability~~type of ~~events~~event ~~for~~and ~~sale~~the distribution channel in which the ticket is to be sold and the ~~public,~~face ~~which~~price ~~may~~of ~~vary~~the ~~depending~~ticket. ~~upon~~Client ~~scheduling~~agreements also provide how and when, and by ~~its~~how ~~clients.~~much ~~Generally~~and with what frequency, ~~the~~changes ~~second~~may be made to per ticket convenience charges and ~~third~~per ~~quarters~~order of"order processing" fees during the ~~year experience~~term. During the ~~highest~~year ~~domestic~~ended ~~ticketing~~December 31, ~~revenue~~2009, ~~earned~~average revenue per ticket (which primarily inincludes ~~the~~per ~~concert~~ticket convenience charges and ~~sports~~per ~~categories.~~order ~~Generally~~"order processing" fees, ~~international~~as ~~revenues~~well ~~are~~as ~~the~~certain ~~highest~~other inrevenue ~~the~~sources ~~fourth~~directly ~~quarter~~related ofto the ~~year,~~sale ~~earned primarily~~of intickets) ~~the~~was ~~concert category~~$7.82.

Most written ~~Primary~~agreements ~~(Initial~~provide ~~Sale)~~for ~~Ticketing~~the ~~Services~~ payment of royalties to clients, which are heavily negotiated, in an amount equal to a mutually agreed upon portion of related per ticket convenience charges on all tickets sold through all the Company distribution channels and per order "order processing" fees on all tickets sold online or by telephone. In many cases, written agreements also require the Company to advance royalties to clients, which advances are usually recoupable by the Company out of the future client royalty payments. In limited instances, clients have the right to receive an upfront, non-recoupable payment from the Company as an incentive to enter into the ticketing service agreement. Written agreements also specify the additional ticketing systems, if any, that may be used and purchased by clients during their relationship with the Company.

~~Overview. "Primary"~~The Company ~~sales~~generally ofdoes not buy tickets ~~refers~~from its clients for sale or resale to the ~~original~~public ~~sale~~and oftypically assumes no financial risk for unsold tickets, other than indirect risk associated with its ability to recoup advances made to clients. If an event byis orcanceled, onthe ~~behalf~~Company ofrefunds anthe ~~event~~per ~~presenter.~~ticket ~~For~~convenience charges to customers (but not the ~~year~~ ~~ended~~per order "order processing" ~~December 31~~fees, ~~2008,~~except ~~the~~in ~~substantial~~certain ~~majority~~European ofjurisdictions ~~Ticketmaster~~where ~~Entertainment's~~the ~~revenues~~Company ~~were~~is ~~attributable~~required by law to ~~primary~~do so). Refunds of ticket ~~sale~~prices ~~services.~~for ~~Ticketmaster~~canceled ~~Entertainment~~events ~~provides~~are ~~primary~~funded ~~ticket~~by ~~sale~~clients, which have historically fulfilled ~~services~~these toobligations ~~the~~on ~~following~~a ~~types~~timely ofbasis ~~clients:~~with few exceptions.

~~When~~Clients ~~providing~~routinely ~~primary~~agree ~~ticket~~by ~~sale~~contract ~~services~~ to ~~clients~~include in the ~~U.S.~~Company's ~~and~~name, ~~abroad~~logos ~~(other~~and ~~than in~~ the ~~United~~applicable ~~Kingdom),~~ Ticketmaster Entertainment ~~generally~~website ~~serves~~address asand ~~the~~charge-by-phone ~~exclusive ticket~~number ~~sales~~in ~~agent~~advertisements ~~for~~in ~~individual~~all ~~tickets~~forms ~~sold~~of tomedia promoting the ~~general~~availability ~~public outside~~ of ~~facility~~their ~~box offices~~tickets. ~~In the United Kingdom,~~ Ticketmaster Entertainment isbrand ~~typically~~names aand ~~non-exclusive~~logos ~~ticket~~are ~~sales agent~~also ~~for~~prominently ~~its~~displayed ~~clients~~on ~~and~~printed ~~instead~~tickets, isticket envelopes ~~guaranteed~~and ae-mail ~~certain~~alerts ~~minimum~~about ~~allocation~~upcoming ofevents that the ~~tickets~~Company ~~for~~sends ~~each~~to ~~event~~its customers. ~~For~~The ~~any~~Company ~~particular~~also ~~event,~~provides ~~Ticketmaster~~primary ~~Entertainment~~ticketing ~~works~~solutions ~~with~~for clients who wish to ~~identify~~perform ~~those~~ticketing ~~tickets~~functions ~~that~~in-house ~~will~~on bea ~~made~~private ~~available~~label ~~for~~or ~~sale~~other basis through ~~Ticketmaster~~its ~~Entertainment's~~Paciolan ~~various~~and ~~distribution~~Ticketmaster ~~channels~~VISTA ~~(see~~brands ~~"Distribution"~~and ~~below)~~businesses, aswhich ~~well~~license asthe ~~facility~~requisite ~~box~~software ~~offices. To enable most~~ or ~~all tickets~~other ~~for~~rights ~~a given event~~ to beclients ~~offered~~ for license ~~sale simultaneously~~ and ~~sold~~per ~~through~~transaction ~~these~~fees ~~channels,~~in ~~Ticketmaster Entertainment licenses~~ the ~~Ticketmaster~~case ~~System,~~of ~~our~~Paciolan ~~proprietary system (see "Intellectual Property"),~~ and ~~related~~for ~~equipment~~per toticket ~~clients~~fees ~~and~~in ~~installs~~the ~~this~~case ~~system~~of atTicketmaster ~~their facility box offices~~VISTA. The ~~provision~~Company ofalso ~~primary~~currently ~~ticket~~licenses ~~sale~~its ~~services~~name toand ~~clients~~technology isexclusively ~~generally~~to ~~governed~~a ~~by individual,~~third ~~multi-year~~party ~~agreements~~that ~~between~~provides ~~Ticketmaster~~primary ~~Entertainment~~ticketing ~~and~~services ~~its~~to clients. in

Consumers who purchase tickets through Ticketmaster Entertainment pay an amount equal to the ticket face price, plus a per ticket convenience charge, a per order "order processing" fee and, if applicable, a premium delivery charge. Ticketmaster Entertainment remits the entire face value of the

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~~ticket~~the toWashington, ~~the client~~D.C./Baltimore ~~In addition~~area, inas ~~most~~well ~~cases,~~as ~~Ticketmaster~~to ~~Entertainment~~third ~~remits~~parties ~~royalties~~and asjoint ~~specified~~ventures in ~~the~~certain ~~written~~jurisdictions ~~agreement between Ticketmaster Entertainment and the client~~abroad.

Client Relationships. Ticketmaster Entertainment generally enters into written agreements with individual clients to provide primary ticket sale services for specified multi-year periods, typically ranging from 3 to 5 years. Pursuant to these agreements, clients generally determine what tickets will be available for sale, when such tickets will go on sale to the public and what the ticket face price will be. Agreements with venue clients generally grant Ticketmaster Entertainment the right to sell tickets for all events presented at the relevant venue for which tickets are made available to the general public. Agreements with promoter clients generally grant Ticketmaster Entertainment the right to sell tickets for all events presented by a given promoter at any venue, unless that venue is already covered by an existing exclusive agreement with Ticketmaster Entertainment or another ticketing service provider. Under Ticketmaster Entertainment's exclusive contracts, clients may not utilize, authorize or promote the services of third party ticketing companies or technologies while under contract with Ticketmaster Entertainment. While Ticketmaster Entertainment generally has the right to sell a substantial portion of its clients' tickets, venue and promoter clients often sell and distribute group sales and season tickets in-house. In addition, under many written agreements between promoters and Ticketmaster Entertainment's clients, Ticketmaster Entertainment's clients often allocate certain tickets for artist, promoter, agent and venue use and do not make those tickets available for sale by us. Ticketmaster Entertainment also generally allows clients to make a certain limited number of tickets available for sale through fan or other similar clubs, from which Ticketmaster Entertainment generally derives no revenues unless selected by the club to facilitate the sales. As a result, Ticketmaster Entertainment does not sell all of its clients' tickets and the amount of tickets that it sells varies from client to client and from event to event, and varies as to any single client from year to year.

Pursuant to its agreements with certain clients, sales of premium primary tickets, often under high demand, are offered for sale through the Company's TicketExchange service, which is accessible to consumers through www.ticketmaster.com. Such tickets are referred to as "Platinum" tickets and are frequently priced by Ticketmaster Entertainment's clients at prices that are meant to reflect their market value.

Convenience charges, which are heavily negotiated, mutually agreed upon and set forth in written agreements between Ticketmaster Entertainment and its clients, vary based upon numerous factors, including: the scope and nature of the services to be rendered, the amount and cost of equipment to be installed at the client's venue location, the amount of advertising and/or promotional allowances to be provided, the type of event and the distribution channel in which the ticket is to be sold and the face price of the ticket. Client agreements also provide how and when, and by how much and with what frequency, changes may be made to per ticket convenience charges and per order "order processing" fees during the term. During the year ended December 31, 2008, per ticket convenience charges generally ranged from $2.50 to $15.00 and average revenue per ticket (which primarily includes per ticket convenience charges and per order "order processing" fees, as well as certain other revenue sources directly related to the sale of tickets) was $7.84.

Most written agreements provide for the payment of royalties to clients, which are heavily negotiated, in an amount equal to a mutually agreed upon portion of related per ticket convenience charges on all tickets sold through all Ticketmaster Entertainment distribution channels and per order "order processing" fees on all tickets sold online or by telephone. In many cases, written agreements also require Ticketmaster Entertainment to advance royalties to clients, which advances are usually recoupable by Ticketmaster Entertainment out of the future client royalty payments. In limited instances, clients have the right to receive an upfront, non-recoupable payment from Ticketmaster Entertainment as an incentive to enter into the ticketing service agreement. Written agreements also specify the additional ticketing systems, if any, that may be used and purchased by clients during their relationship with Ticketmaster Entertainment.

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Ticketmaster Entertainment generally does not buy tickets from its clients for sale or resale to the public and typically assumes no financial risk for unsold tickets, other than indirect risk associated with its ability to recoup advances made to clients. If an event is canceled, Ticketmaster Entertainment refunds the per ticket convenience charges to customers (but not the per order "order processing" fees), except in certain European jurisdictions, where Ticketmaster Entertainment is required by law to do so. Refunds of ticket prices for canceled events are funded by clients, which have historically fulfilled these obligations on a timely basis with few exceptions.

Clients routinely agree by contract to include Ticketmaster Entertainment's name, logos and the applicable Ticketmaster Entertainment website address and charge-by-phone number in advertisements in all forms of media promoting the availability of their tickets. Ticketmaster Entertainment brand names and logos are also prominently displayed on printed tickets, ticket envelopes and e-mail alerts about upcoming events that Ticketmaster Entertainment sends to its customers. Ticketmaster Entertainment also provides primary ticketing solutions for clients who wish to perform ticketing functions in-house on a private label or other basis through its Paciolan and Ticketmaster VISTA brands and businesses, which license the requisite software or other rights to clients for license and per transaction fees in the case of Paciolan and for per ticket fees in the case of Ticketmaster VISTA. Ticketmaster Entertainment also currently licenses its name and technology exclusively to a third party that provides primary ticketing services to clients in the Washington, D.C./Baltimore area, as well as to third parties and joint ventures in certain jurisdictions abroad.

Ticket Resale Services

The "resale" of tickets refers to the sale of tickets by a holder who originally purchased the tickets from a venue, promoter or other entity, or a ticketing services provider selling on behalf of a venue, promoter or other entity. ~~Ticketmaster~~The ~~Entertainment~~Company currently offers ticket resale services through TicketsNow, which ~~Ticketmaster~~ ~~Entertainment~~the Company acquired in February 2008, its TicketExchange service, which ~~Ticketmaster~~the ~~Entertainment~~Company launched in January 2002, and GET ME IN!, which ~~Ticketmaster~~the ~~Entertainment~~Company acquired in February 2008.

TicketsNow is a leading consumer marketplace for the resale of event tickets in the United States and Canada. TicketsNow enters into listing agreements with licensed ticket resellers to post ticket inventory for sale through TicketsNow at a purchase price equal to a ticket resale price determined by the relevant ticket resellers, plus an amount equal to a percentage of the ticket resale price and a pre-determined service fee. TicketsNow remits the reseller-determined ticket resale price to the ticket resellers and retains the remainder of the purchase price. TicketsNow also licenses point-of-sale business management software to ticket resellers for a fee, which allows the resellers to manage their ticket inventory and operate their businesses. While TicketsNow does not generally acquire tickets for sale on its own behalf, it may do so from time to time on a limited basis. TicketsNow also operates a wholesale ticket brokerage business that sells its own inventory of tickets through www.TicketsNow.com and other retail resellers nationwide.

In addition to enabling Platinum primary ticket sales, the TicketExchange service allows consumers to resell and purchase tickets online for certain events that were initially sold for ~~Ticketmaster~~the ~~Entertainment~~Company's clients in the United States, Europe and Canada who elect to participate in the TicketExchange service. Sellers and buyers each pay ~~Ticketmaster~~the ~~Entertainment~~Company a fee that has been negotiated with the relevant client, a portion of which is shared with the client. Consumers in the United Kingdom, Germany and the Netherlands may buy and sell tickets to live entertainment events through GET ME IN!, which charges sellers a commission and buyers a processing fee.

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Marketing, Promotional and Related Services

~~Ticketmaster~~The ~~Entertainment~~Company is a leading marketer of live entertainment to fans in the markets in which it operates. For example, ~~Ticketmaster~~ ~~Entertainment~~the ~~informs~~Company informs fans about upcoming live events for which tickets will be available through ~~Ticketmaster~~the ~~Entertainment~~Company in their area through its ~~Ticket~~TicketAlert ~~Alert~~ email service. Fans can customize TicketAlerts to inform them about upcoming events for particular performers, teams or venues, as well as events in specified categories (~~music~~Concerts, ~~sports~~Sports, ~~theater~~Arts and ~~family entertainment~~Family). ~~Ticketmaster~~ ~~Entertainment~~The Company sent approximately 1.68 billion TicketAlert e-mails in ~~2008~~2009, reaching an average of approximately 3134 million consumers per week. ~~Ticketmaster Entertainment~~The Company also provides rich content on its various websites to promote events that it tickets, including artist pages that feature video content and biographical material.

~~Ticketmaster~~The ~~Entertainment~~Company continues to develop and introduce new initiatives, as well as enter into new relationships, in an effort to help its clients sell more tickets in more markets. ~~For~~The ~~example, Ticketmaster Entertainment acquired a 25% interest in Evolution Artists Inc. ("iLike.com") in December 2006 (which does business under the brand name "iLike"), a leading,~~Company online social music discovery service that facilitates the sharing of playlists, new music and concerts, and has entered into arrangements with iLike.com to provide features designed to enhance the overall consumer experience on www.ticketmaster.com. Ticketmaster Entertainment also offers a suite of dynamic pricing tools, such as online auctions, pursuant to which consumers bid on tickets being sold by ~~Ticketmaster~~the ~~Entertainment~~Company and ~~purchases~~purchase them at a price equal to the highest winning bid. For auction sales, in addition to per order "order processing" fees, ~~Ticketmaster~~the ~~Entertainment~~Company typically receives fees based on a percentage of the prices at which tickets are ultimately sold.

~~Ticketmaster~~The ~~Entertainment~~Company provides promotional and other related services to artists, such as the sale of tickets to members of artist fan clubs and the sale of artist fan club memberships, through its Echo business. ~~Ticketmaster~~The ~~Entertainment~~Company is also seeking to secure and strengthen its relationships with promoters. ~~Ticketmaster Entertainment has also established a presence as a promoter in China through its Emma Entertainment business, a ticketing company and promoter of live entertainment events in China.~~

~~Distribution~~ 4

Ticketmaster Entertainment sells tickets online, through independent sales outlets, and via call centers. During the year ended December 31, 2008, 73%, 16%, and 11% of primary ticket sales were transacted through these channels, respectively.

Online. Ticketmaster Entertainment owns and operates various branded websites, both in the United States and abroad, which are customized to reflect services offered in each jurisdiction. Ticketmaster Entertainment's primary online ticketing website, www.ticketmaster.com, together with its other branded ticketing websites, are designed to promote ticket sales for live events and disseminate event and related merchandise information online. Consumers can access www.ticketmaster.com directly, from affiliated websites and through numerous direct links from banners and event profiles hosted by approved third party websites.

Independent Sales Outlets. As of December 31, 2008, Ticketmaster Entertainment had approximately 7,100 "Ticket Center" independent sales outlets worldwide, approximately 2,000 of which were in the United States and approximately 5,100 of which were in various jurisdictions abroad. The majority of these independent sales outlets are located in major department, grocery and music stores, malls and, in Europe, post offices. While Ticketmaster Entertainment installs and maintains the hardware and software necessary for these independent sales outlets to sell tickets, it is not generally responsible for staffing, daily operations and related costs. Ticketmaster Entertainment pays independent sales outlets a commission, the amount of which ranged from approximately 17% to 25% of Ticketmaster Entertainment's convenience charge in 2008.

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~~Call~~ Centers. As of December 31, 2008, Ticketmaster Entertainment operated 17 call centers worldwide, through which consumers can generally purchase tickets by speaking to an operator or by way of an interactive voice response system, seven days a week, for at least 20 hours per day. Ticketmaster Entertainment's domestic telephone system can channel all or a portion of incoming calls from any city to a selected call center in another city or region to accommodate the commencement of sales activity for a major event in a given region, as well as provide back-up capabilities in the event a call center experiences operating difficulties. Distribution

The Company sells tickets online, through independent sales outlets, and via call centers. During the year ended December 31, 2009, 77%, 13%, and 10% of primary ticket sales were transacted through these channels, respectively.

Online. The Company owns and operates various branded websites, both in the United States and abroad, which are customized to reflect services offered in each jurisdiction. The Company's primary online ticketing website, www.ticketmaster.com, together with its other branded ticketing websites, are designed to promote ticket sales for live events and disseminate event and related merchandise information online. Consumers can access www.ticketmaster.com directly, from affiliated websites and through numerous direct links from banners and event profiles hosted by approved third party websites.

Independent Sales Outlets. As of December 31, 2009, the Company had approximately 6,700 "Ticket Center" independent sales outlets worldwide, approximately 1,800 of which were in the United States and approximately 4,900 of which were in various jurisdictions abroad. The majority of these independent sales outlets are located in major department, grocery and music stores, malls and, in Europe, post offices. While the Company installs and maintains the hardware and software necessary for these independent sales outlets to sell tickets, it is not generally responsible for staffing, daily operations and related costs. The Company pays independent sales outlets a commission, which averaged approximately 17% of the Company's convenience charge in 2009.

Call Centers. As of December 31, 2009, the Company operated 17 call centers worldwide, through which consumers can generally purchase tickets by speaking to an operator or by way of an interactive voice response system, seven days a week, for at least 22 hours per day. The Company's domestic telephone system can channel all or a portion of incoming calls from any city to a selected call center in another city or region to accommodate the commencement of sales activity for a major event in a given region, as well as provide back-up capabilities in the event a call center experiences operating difficulties.

Artist Services

The ~~Artist~~artist ~~Services~~services segment primarily provides management services to music recording artists in exchange for a commission on the earnings of these artists. Artist ~~Services~~services also sells merchandise associated with musical artists at live musical performances, to retailers, and directly to consumers via the internet. AsThe ofartist ~~December 31,~~services ~~2008, the Artist Services~~ segment ~~was~~is entirely comprised of the business of Front Line. The ~~Artist~~artist ~~Services~~services segment is highly seasonal, with profitability related to the timing of tours and merchandise sales. Peak seasons are typically in the summer and, increasingly, in the fall leading up to the holiday season.

The fundamental strategy, both at the inception of Front Line and currently, is to build a substantial presence in the music management and allied music services businesses through acquisition and organic growth. Through our brand "I Love All Access" we operate a successful "VIP" ticketing fan experience program. The program covers both Front Line and third party clients, and provides fans with a range of added value to the concert ticket, including possible meet and greet or photo opportunities with the artist, attending sound checks, back stage passes, meals and refreshments, merchandise items and venue parking.

We also operate a merchandise business selling t-shirts and other apparel at concerts and through retail outlets. Other activities produce income from services provided for various marketing and sponsorship activities for artists.

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International Operations

~~Ticketmaster~~The ~~Entertainment~~Company provides primary ticket sale services in Australia, Canada, Ireland, New Zealand and the United Kingdom, primarily under the Ticketmaster brand name, and through other brand names in various other jurisdictions abroad, including ~~China (Emma Entertainment),~~ Denmark (BILLETNet), Finland (Lippupalvelu), Germany (Kartenhaus), the Netherlands (Ticket Service), Norway (billettservice.no), Spain (Tic Tack Ticket), Sweden (Ticnet) and Turkey (Biletix). ~~Ticketmaster~~The ~~Entertainment~~Company also provides resale ticket services in Canada through TicketsNow and in the United Kingdom, Germany and the Netherlands through GET ME IN!. As of December 31, 2009, the Company has begun to exit the China market, where the Company previously operated under the Emma Entertainment brand name.

~~Ticketmaster~~The ~~Entertainment~~Company also is a party to joint ventures with third parties that provide ticket distribution services in Mexico and supplied ticketing services for the 2008 Beijing ~~Olympic~~ ~~Games. In the case of the 2008 Beijing~~ Olympic Games ~~joint venture, Ticketmaster Entertainment licensed the Ticketmaster System (defined below) to the joint venture and received a fee based on~~. ~~the~~The ~~number~~Company ~~of tickets the joint venture sold or distributed through the system. Ticketmaster Entertainment~~ also licenses its technology in Brazil, Argentina and Chile.

~~Ticket~~The ~~sales~~number of tickets sold and revenues attributable to international operations represented approximately 42% and 3127%, respectively, of total ticket sales and revenues in ~~2008~~2009.

Additional Information

Company Website and Public Filings. The Company's parent, Live Nation, maintains a website at www.livenation.com. Neither the information on the Company's website, nor the information on the website of any Ticketmaster Entertainment business, is incorporated by reference in this report, or in any other filings with, or in any information furnished or submitted to, the SEC.

The Company makes available, free of charge through Live Nation's website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with, or furnished to, the SEC.

Item 1A. Risk Factors

This Annual Report on Form 10-K 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: the Company'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 the Company'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. The Company does not undertake to update these forward-looking statements.

On January 25, 2010, the Company merged into a subsidiary of Live Nation, and thereby became an indirect, wholly-owned subsidiary of Live Nation. For a description of risks related to the merger and Live Nation, please see the section entitled "Risk Factors" in Live Nation's Annual Report on Form 10-K for the year ended December 31, 2009, which is incorporated by reference herein. We describe our business risk factors below.

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RISKS RELATING TO OUR BUSINESS

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

Through its ticketing segment, the Company sells tickets to live entertainment, sporting and leisure events at arenas, stadiums, theaters and other facilities. Through its artist services segment, the Company provides artist management services to over 200 clients, and derives significant revenues from touring and live concerts by these clients. Accordingly, the Company's 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 event industries could adversely affect the Company's business, financial condition and results of operations. The ticketing segment relies on third parties to create and perform live entertainment, sporting and leisure events and to price tickets to such events. Accordingly, the Company's 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, the 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 the Company's 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. A protracted global recession could have a significant negative impact on the Company's 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 if fans choose to not attend events they 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 public health issues such as the swine flu were to result in the cancellation of live entertainment events or diminished ticket sales, the Company's business, financial condition and results of operations could be negatively impacted.

Third Party Relationships—The Company depends on relationships with clients and any adverse changes in these relationships could adversely affect its business, financial condition and results of operations.

The Company's success is dependent, in significant part, on the ability of the Company's businesses to maintain and renew relationships with existing clients and to establish new client relationships. The Company anticipates that for the foreseeable future, the substantial majority of its revenues from the ticketing segment will be derived from online and offline sales of tickets. The Company also expects that revenues from primary ticketing services, which consist primarily of per ticket convenience charges and per order "order processing" fees, will continue to comprise the substantial majority of its consolidated revenues for the ticketing segment.

In addition, as is typical of the artist management industry, certain of the Company's arrangements with clients of the artist services segment are terminable at will by either party. The loss of key artists could negatively impact the Company's business.

While fees from management services represent slightly less than half the revenue of the Company's artist services segment, and no individual client represents more than 10% of revenue from

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management services, ~~Client~~the ~~Concentration~~ loss of a number of key artists could negatively impact the Company's business. In addition, as the relationship between a manager and artist is highly personalized, the loss of a manager may also result in a loss in the artist represented by the manager, which could negatively impact the Company's business.

The Company's ~~largest~~cannot provide assurances that its businesses will be able to maintain other existing client contracts, ~~Live~~or ~~Nation~~enter ~~(including~~into ~~its~~or ~~subsidiary~~maintain ~~House~~new ofclient ~~Blues)~~contracts, ~~represented~~on ~~approximately~~acceptable ~~13%~~terms, if ~~17%~~at all, and ~~20%~~the offailure to do so could have a material adverse effect on its business, financial condition and results of operations. As explained above and in the below risk factor, the ticketing ~~consolidated~~business ~~revenue~~is ~~for~~highly competitive. A number of competing national, regional, and local ticketing service providers are aggressively seeking to secure ticketing contracts from existing and potential clients of the ~~years~~Company. ~~ended~~In ~~December 31~~addition, ~~2008~~facilities, ~~2007~~promoters and ~~2006~~other potential clients are increasingly electing to self-ticket and/or distribute a growing number of tickets through client direct or other new channels, ~~respectively~~which could adversely impact the ability of the Company's businesses to secure renewals and new client contracts. The non-renewal or termination of an agreement with a major client or multiple agreements with a combination of smaller clients could have a material adverse effect on the Company's business, financial condition and results of operations.

~~See~~Another ~~"Management~~important component of the Company's ~~Discussion~~success ~~and~~is ~~Analysis~~the ability of ~~Financial~~the ~~Condition~~Company's businesses to maintain existing and ~~Results~~build new relationships with third party distribution channels and service providers, including providers of ~~Operations—Access~~credit tocard ~~Supply"~~processing ~~for~~and adelivery ~~description~~services, as well as advertisers, among other parties. Any adverse changes in these relationships, including the inability of ~~Ticketmaster~~these ~~Entertainment~~parties to fulfill their obligations to the Company's ~~client relationship~~businesses ~~with~~for ~~Live~~any ~~Nation~~reason, ~~including~~could adversely affect the ~~termination~~Company's ofbusiness, ~~certain~~financial ~~client~~condition ~~agreements~~and asresults of ~~December 31, 2008~~operations.

~~Intellectual~~Competition—The ~~Property~~ticketing and artist services industries are highly competitive and competitors may win business away from the Company, which could adversely affect the Company's financial performance.

~~Ticketmaster~~The ~~Entertainment's~~ticketing ~~core~~industry ~~proprietary~~is ~~operating~~highly ~~system~~competitive. ~~and~~The ~~software~~Company ~~(the~~faces ~~"Ticketmaster~~significant ~~System")~~competition isfrom ~~designed~~other ~~for scalability~~national, regional and local primary ~~can~~ticketing beservice ~~customized~~providers to ~~satisfy~~secure new and retain existing clients on a ~~full~~continuous ~~range~~basis. ofAdditionally, ~~client~~the ~~requirements~~Company faces significant and ~~its~~increasing ~~capacity~~challenges ~~can~~from becompanies ~~increased~~that ~~through~~sell self-ticketing ~~investment~~systems inand ~~additional~~from ~~hardware.~~clients ~~The~~who ~~entire~~are ~~Ticketmaster~~increasingly ~~Entertainment~~choosing ~~distribution network~~to self-ticket, ~~including~~through the ~~Ticketmaster~~integration ~~System,~~of ~~provides~~self-ticketing asystems ~~single,~~into ~~centralized~~their ~~inventory~~existing operations ~~control~~or ~~and~~the ~~management~~acquisition ~~system capable~~ of ~~tracking~~primary ~~total~~ ticket ~~inventory~~services ~~for~~providers ~~all~~and ~~events,~~by ~~whether~~increasing sales ~~are~~through ~~made~~facility ~~on a~~box offices and season, subscription, or group orsales. ~~individual~~The Company also faces competition in the resale of tickets from online auction websites and resale marketplaces and from other ticket ~~basis~~resellers with online distribution capabilities. ~~Ticketmaster~~The intense competition that the Company faces in the ticketing industry could cause the volume of its ticketing services business to decline. The Company and Live Nation have entered into an agreement with the Anschutz Entertainment ~~believes~~Group, Inc. ("AEG") which provides that AEG has an option to license the Company's Ticketmaster ~~System~~Host ~~enables~~technology ~~clients~~in order to ~~sell~~ticket ~~tickets~~its owned and ~~adapt~~operated tovenues ~~emerging~~and ticket third party clients using such technology and ~~changing~~the ~~trends~~Company in and Live Nation have agreed with the ~~live~~United ~~entertainment~~States ~~industry~~Department inof aJustice ~~more~~("DOJ") ~~efficient~~to ~~and~~divest ~~cost-effective~~the ~~manner~~Company's ~~than~~Paciolan, Inc. ticketing ~~they~~business, ~~could~~both ~~achieve~~of onwhich ~~their~~will ~~own~~further increase the competition that the Company faces.

In ~~areas~~the ofsecondary ~~Europe~~ticket ~~outside~~sales ofmarket, the ~~United~~Company ~~Kingdom~~has ~~and~~restrictions ~~Ireland~~on its business that are not faced by its competitors, ~~Ticketmaster~~which ~~Entertainment's~~restrictions ~~operating~~are ~~businesses~~both ~~generally~~self-imposed ~~use~~and ~~localized~~imposed as ~~versions~~a result of ~~Ticketmaster~~agreements ~~Entertainment's~~entered ~~software or~~into ~~their~~by ~~own~~the ~~software,~~Company ~~all~~with ofthe ~~which~~Federal ~~are~~Trade ~~also~~Commission ~~proprietary~~("FTC") toand ~~Ticketmaster~~the ~~Entertainment~~Attorneys General of several individual states. InThese ~~limited~~restrictions ~~cases~~primarily ~~abroad~~relate to the Company's TicketsNow business, ~~Ticketmaster~~and ~~Entertainment~~include ~~licenses~~a ~~ticketing~~restriction ~~systems~~on linking from ~~third~~the ~~parties~~Company's page on the www.ticketmaster.com ~~Ticketmaster~~website that informs consumers ~~Entertainment~~that ~~has~~no ~~migrated~~tickets ~~certain~~were offound in response to their ticket request to its ~~international~~TicketsNow ~~brands~~re-sale ~~and~~website ~~businesses~~without first obtaining approval from the State of New Jersey as to the ~~Ticketmaster~~exact ~~System~~disclosure language, architecture and ~~intends~~functionality toof ~~continue~~such tolink; doa soprohibition ~~over~~on the ~~next~~sale ~~several~~of ~~years.~~tickets to non-sporting

The Ticketmaster System, which includes both hardware and software, is typically located in one of the multiple data centers managed by Ticketmaster Entertainment staff, with the hardware and software required for use being installed at all points of sale. Ticketmaster Entertainment takes significant measures to prevent outages with respect to the Ticketmaster System and related systems.

Industry Overview

Ticketing

The ticketing services industry has experienced significant changes over the past decade due to the advent of online commerce. As consumers increasingly choose to purchase tickets online and through mobile channels, sales through phone, outlet and box office channels have diminished in relative importance. As online ticket purchases increase, related ticketing costs generally decrease, which has made it easier for clients to manage and facilitate ticket sales in-house, as well as for technology-based companies to offer primary ticketing services and stand-alone, automated ticketing systems that enable clients to perform their own ticketing or utilize self-ticketing systems. The advent of online commerce has also contributed to the growth of resale ticketing services and the consolidation of the resale industry, which historically has been more fragmented, consisting of a significant number of local resellers with limited inventory selling through traditional storefronts. The internet has allowed fans and other ticket resellers to reach a vastly larger audience through the aggregation of inventory on online resale websites and marketplaces, and has provided consumers with more convenient access to tickets for a larger number and greater variety of events. These changes have significantly altered the competitive landscape in which Ticketmaster Entertainment operates, in that they have resulted in a broader and more differentiated group of industry participants offering increasingly more innovative ticketing products and services.

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events (for ~~Artist~~which ~~Services~~ tickets are being sold on Ticketmaster's website) through the TicketsNow website until the initial on-sale time at the Ticketmaster primary ticketing website; a prohibition on paid internet search advertising that would lead consumers searching for "Ticketmaster" on internet search engines to the TicketsNow website; a restriction on using or allowing its affiliates to use domain names that, among other things, contain the unique names of venues, sports teams or performers, or contain names that are substantially similar to or are misspelled versions of same; a requirement to clearly and conspicuously disclose on the TicketsNow website (or any other resale website owned by the Company, or on any primary ticketing website where a link or redirect to such a resale website is posted) that it is a resale website and ticket prices often exceed the ticket's original price; and a requirement to make certain clear and conspicuous disclosure when a ticket being offered for re-sale is not "in-hand" as well as a requirement to monitor and enforce the compliance of third parties offering tickets on the Company's websites with such disclosure requirements. The Company's competitors in the secondary ticket sales market are not, to the Company's knowledge, bound by similar restrictions. As a result, the Company's ability to effectively compete in the secondary ticket sales market, through its TicketsNow business or otherwise, may be adversely affected, which could in turn adversely affect the Company's results of operations and financial condition.

~~The~~There can ~~artist~~be ~~services~~no ~~industry~~assurance ~~has~~that ~~historically~~the ~~been~~Company ~~extremely~~will ~~fragmented,~~be ~~with~~able ~~numerous~~to ~~music~~compete ~~management~~successfully ~~companies~~ in the ~~United~~future ~~States alone.~~with ~~Ticketmaster~~existing ~~Entertainment~~or ~~believes~~potential competitors or that acompetition ~~key~~will ~~component~~not ofhave ~~the~~an adverse effect on its business isand financial condition. Moreover, as the ~~highly~~Company ~~personal~~expands ~~nature~~into new lines of businesses (including as a result of the ~~relationship~~merger ~~between~~with Live Nation), the ~~artist~~Company ~~and~~may ~~his~~face direct competition, in the live music industry, with its prospective or ~~her~~current ~~manager~~primary ticketing clients, ~~which~~who inprimarily ~~many~~include ~~cases~~live ~~lasts~~event content providers (such as owners or operators of live event venues, promoters ~~for~~of ~~several~~concerts ~~years.~~and ~~The~~sports ~~manager~~teams, ~~together~~among others). This direct competition with the ~~artist~~Company's ~~lawyer~~prospective ~~and~~or ~~business~~current ~~manager,~~primary ~~guides~~ticketing ~~the~~clients ~~career~~could ofresult in a decline in the ~~artists~~number ~~through~~of ~~both~~clients the ~~creative~~Company ~~process~~has and ~~the~~a ~~business~~decline ~~process~~ in ~~dealing with~~ the ~~artist's~~volume ~~rights~~of ~~through~~its ~~music~~ticketing ~~companies,~~services ~~agents~~business, ~~tour~~which ~~promoters,~~could ~~distributors~~adversely ~~and~~affect ~~other~~its ~~commercial~~business ~~organizations~~and financial condition.

The artist services industry is also a highly competitive industry. There are numerous other music management companies and individual managers in the United States alone. The Company competes with these companies and individuals to discover new and emerging artists and to represent established acts. In addition, certain of the Company's arrangements with clients of the Company's artist services business are terminable at will by either party, leading to competition to retain those artists as clients. Competition is intense and may contribute to a decline in the volume of the Company's artist services business, which could adversely affect the Company's business and financial condition.

~~Live~~ ~~event~~Covenants ~~content~~in providers (such as owners or operators of live event venues, promoters of concerts and sports teams, among others) generally contract directly with primary ticketing service providers to sell tickets. Ticketmaster Entertainment continuously experiences substantial competition from other national, regional and local primary ticketing service providers to secure new and retain existing clients. Ticketmaster Entertainment also faces significant and increasing competition from companies that sell self-ticketing systems, as well as from clients, who are increasingly choosing to self-ticket through the ~~integration~~Company's ofdebt ~~self-ticketing~~agreements ~~systems~~restrict ~~into their existing operations or~~ the ~~acquisition of primary ticket service providers, and by increasing ticket sales through the client~~Company's ~~own~~business ~~box~~in ~~offices~~many ways and ~~season,~~if ~~subscription or group sales channels. Ticketmaster Entertainment also faces competition in~~ the ~~resale~~Company ofdoes ~~tickets~~not ~~from~~effectively ~~online~~manage ~~auction~~its ~~websites~~business ~~and~~to ~~marketplaces,~~comply ~~as well as from other ticket resellers~~ with ~~online distribution capabilities. Ticketmaster~~these ~~Entertainment~~covenants, ~~believes~~its ~~that~~financial itcondition ~~competes on the basis of the breadth~~ and ~~quality~~results of ~~the~~operations ~~products~~could ~~and~~be ~~services~~adversely ~~it provides, as well as the tickets it makes available for sale, the capabilities of the Ticketmaster System and related systems and its distribution network, reliability and price~~affected.

~~In our~~The ~~Artist~~Company's ~~Services~~senior ~~business,~~secured wecredit ~~compete~~facilities ~~with numerous other music management companies~~ and/or ~~individual~~the ~~managers~~indenture ingoverning the ~~United~~Ticketmaster ~~States~~Entertainment ~~alone~~10.75% ~~There~~Senior isNotes ~~competition both to find or~~due ~~discover~~2016 ~~new~~contain ~~and~~various ~~emerging~~covenants artists as well as to represent established acts. The relationship between a manager and artist is highly personalized, and establishing and maintaining this relationship is critical to success in the industry. We believe that welimit ~~compete on~~ the ~~basis~~Company's ofability ~~the~~and/or ~~quality of~~ the ~~services~~Company's ~~our~~restricted ~~managers~~subsidiaries' ~~provide~~ability to ~~clients~~, ~~our~~among ~~reputation~~other inthings: ~~the industry, and the expertise and talents our managers utilized on behalf of their clients.~~

•: incur or assume liens or additional debt or provide guarantees in respect of obligations of other persons;
•: issue redeemable stock and preferred stock;
•: pay dividends or distributions or redeem or repurchase capital stock;
•: prepay, redeem or repurchase debt;
•: make loans and investments;

Employees

As of December 31, 2008, Ticketmaster Entertainment employed approximately 3,900 full-time and 1,900 part-time employees worldwide. Ticketmaster Entertainment believes that it generally has good employee relationships, including those with employees represented by unions or other similar organizations. Collective bargaining agreements, whether individualized or statutory, cover all or a portion of our employees in Canada, Denmark, the Netherlands, Sweden, Norway, Spain and Finland.

Additional Information

Company Website and Public Filings. The Company maintains a website at www.ticketmaster.com. Neither the information on the Company's website, nor the information on the website of any Ticketmaster Entertainment business, is incorporated by reference in this report, or in any other filings with, or in any information furnished or submitted to, the SEC.

Ticketmaster Entertainment makes available, free of charge through its website, its Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K (including related amendments) as soon as reasonably practicable after they have been electronically filed with, or furnished to, the SEC.

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•: enter into agreements that restrict distributions from the Company's subsidiaries;
•: sell assets and capital stock of the Company's subsidiaries;
•: enter into certain transactions with affiliates; and
•: consolidate or merge with or into, or sell substantially all of the Company's assets to, another person.

~~Code~~In addition, ofthe ~~Ethics~~Company's senior secured credit facilities require it to maintain specified financial ratios. ~~Ticketmaster~~ ~~Entertainment~~The Company's ~~code~~ability ofto ~~ethics~~meet those financial ratios can be affected by events beyond the Company's control, ~~which~~and ~~applies~~the Company may be unable to ~~all~~meet ~~employees~~those tests. Among other things, ~~including~~certain ~~all~~adjustments ~~executive~~required ~~officers~~in ~~and~~connection ~~senior financial officers~~with ~~(including~~the ~~Ticketmaster~~merger ~~Entertainment~~with Live Nation as a result of the Company's ~~Chief~~status ~~Financial~~as ~~Officer~~the ~~and~~deemed ~~Controller)~~accounting ~~and~~acquired ~~directors~~company may make it more difficult for the Company to comply with these financial ratios. In addition, isa ~~posted~~failure on the Company's ~~website~~part ~~at www.ticketmaster.com~~to maintain ~~under~~effective ~~Investor~~internal ~~Relations~~controls to measure compliance with these covenants could affect its ability to take corrective actions on a timely basis, ~~Corporate Governance.~~and ~~The~~could ~~code~~result ofin ~~ethics~~its ~~complies~~being ~~with~~in ~~Item 406~~breach. ofA breach ~~Regulation S-K~~of any of these covenants could result in a default under the ~~SEC~~Company's ~~rules~~senior ~~and~~secured ~~regulations~~credit facilities and/or the ~~rules~~Company's other indebtedness. Upon the occurrence of ~~The~~an ~~Nasdaq~~event ~~Stock~~of ~~Market.~~default ~~Any~~under ~~changes~~the Company's tosenior secured credit facilities, the ~~code~~lenders ofcould ~~ethics~~elect ~~that~~to ~~affect~~declare all amounts outstanding under the ~~provisions~~senior ~~required~~secured bycredit ~~Item 406~~facilities to be immediately due and payable. If the Company were ofunable ~~Regulation S-K~~to repay those amounts, ~~and~~the ~~any~~lenders ~~waivers~~could ofproceed against the ~~code~~collateral ofgranted ~~ethics~~to ~~for~~them ~~Ticketmaster~~to ~~Entertainment~~secure that indebtedness, which constitutes a significant portion of the Company's ~~executive~~assets. ~~officers,~~If ~~directors~~the lenders orunder the Company's senior ~~financial~~secured ~~officers~~credit facilities accelerate the repayment of borrowings, ~~will~~the ~~also~~Company bemay ~~disclosed~~not onhave sufficient assets to repay its senior secured credit facilities and its ~~Ticketmaster's~~other ~~website~~indebtedness.

~~Please~~The ~~see~~Company's ~~the~~borrowings ~~Consolidated~~under ~~Financial~~its ~~Statements~~senior secured credit facilities are, and ~~the~~are ~~related~~expected ~~Notes~~to ~~thereto~~continue ~~for~~to ~~information~~be, at variable rates of interest and expose it to interest rate risk. If interest rates increase, the Company's debt service obligations on ~~revenues~~the invariable rate indebtedness would increase even though the ~~United~~amount ~~States~~borrowed remained the same, and ~~foreign~~the ~~countries~~Company's net income would decrease.

~~Item 1A~~International Presence and Expansion—The Company's businesses operate in international markets in which the Company has limited experience. ~~Risk~~ ~~Factors~~ The Company's businesses may not be able to successfully expand into new, or further into existing, international markets.

~~This~~The ~~Annual~~Company ~~Report~~provides onservices ~~Form 10-K~~in ~~contains~~various ~~"forward-looking~~jurisdictions ~~statements"~~abroad ~~within~~through ~~the~~a ~~meaning~~number of ~~the~~brands ~~Private~~and ~~Securities Litigation~~businesses ~~Reform~~that ~~Act~~it ofowns ~~1995.~~and ~~The~~operates, ~~use~~as well ofas ~~words~~through ~~such~~joint ~~as "anticipates~~ventures," ~~"estimates,"~~and "expects," ~~"projects,"~~to ~~"intends,"~~continue ~~"plans"~~to ~~and~~expand ~~"believes,"~~its ~~among~~international ~~others, generally identify forward-looking statements~~presence. ~~These~~The ~~forward-looking~~Company ~~statements include~~faces, ~~among~~and ~~others,~~expects ~~statements~~to ~~relating~~continue to: ~~Ticketmaster Entertainment's anticipated financial performance~~face, ~~business~~additional ~~prospects~~risks ~~and, anticipated trends and prospects~~ in the ~~various~~case ~~industries~~of inits ~~which~~existing ~~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,~~international ~~which are inherently subject to uncertainties~~operations, ~~risks~~including: ~~and changes in circumstances that are difficult to predict.~~

•: political instability and unfavorable economic conditions in the markets in which the Company currently has international operations or into which its brands and businesses may expand;
•: more restrictive or otherwise unfavorable government regulation of the live entertainment and ticketing industries, including the regulation of the provision of primary ticketing and ticket resale services, as well as promotional, marketing and other related services, which could result in increased compliance costs and/or otherwise restrict the manner in which the Company's businesses provide services and the amount of related fees charged for such services;
•: limitations on the enforcement of intellectual property rights, which would preclude the Company from building the brand recognition upon which it has come to rely in many jurisdictions;
•: limitations on the ability of foreign subsidiaries to repatriate profits or otherwise remit earnings to the Company;

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.

We describe our business risk factors below.

RISKS RELATING TO THE PENDING MERGER WITH LIVE NATION

Our entry into a merger agreement with Live Nation may have adverse impacts.

On February 10, 2009, we entered into a definitive merger agreement with Live Nation. Consummation of the merger is subject to customary closing conditions, including regulatory (including antitrust) approvals, and approval by our stockholders and the stockholders of Live Nation. In addition, Live Nation's and our obligation to complete the merger is conditioned on our obtaining the consent of the lenders under our senior secured credit facilities to amend certain of the terms of that agreement. It is not certain that these conditions will be met or waived, that the necessary approvals will be obtained, or that we will be able to successfully consummate the merger as provided for under the merger agreement, or at all. We face risks and uncertainties due both to the pendency of the merger as well as the potential failure to consummate the merger, including:

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•: adverse tax consequences;
•: limitations on technology infrastructure, which could limit the Company's ability to migrate international operations to the Ticketmaster System, which would result in increased costs;
•: lower levels of Internet usage, credit card usage and consumer spending in comparison to those in the United States; and
•: difficulties in managing operations and adapting to consumer desires due to distance, language and cultural differences, including issues associated with (i) business practices and customs that are common in certain foreign countries but might be prohibited by United States law and the Company's internal policies and procedures, and (ii) management and operational systems and infrastructures, including internal financial control and reporting systems and functions, staffing and managing foreign operations, which the Company might not be able to do effectively, or if so, on a cost-effective basis.

The ~~occurrence~~Company's ofability ~~any~~to ofexpand ~~these~~its ~~events~~international ~~individually~~operations into new jurisdictions, or infurther ~~combination~~into ~~could~~existing ~~have~~jurisdictions awill ~~material~~depend, ~~adverse~~in ~~effect~~significant part, on ~~our~~its ~~results~~ability ofto ~~operations~~identify potential ~~and~~acquisition ~~our~~candidates, ~~stock~~joint ~~price.~~venture ~~For~~or ~~more~~other ~~risks~~partners, and ~~uncertainties~~ ~~associated~~enter into arrangements with ~~the~~these ~~merger~~parties ~~with~~on ~~Live~~favorable ~~Nation~~terms, ~~please~~as ~~see~~well as the ~~joint~~Company's ~~proxy~~ability ~~statement/prospectus~~to ~~that~~make ~~Ticketmaster~~continued ~~Entertainment~~investments to maintain and ~~Live~~grow ~~Nation~~existing ~~intend~~international operations. If the revenues generated by international operations are insufficient to ~~file~~offset expenses incurred in connection with the ~~SEC~~maintenance ~~with~~and ~~respect~~growth of these operations, the Company's business, financial condition and results of operations could be materially and adversely affected. In addition, in an effort to make international operations in one or more given jurisdictions profitable over the ~~proposed~~long ~~transaction~~term, significant additional investments that are not profitable over the short term could be required over a prolonged period.

In addition, ~~RISKS~~the ~~RELATING~~ticketing TOindustry ~~OUR~~in ~~RECENTLY-COMPLETED~~many ~~SPIN-OFF~~jurisdictions ~~FROM~~abroad ~~IAC~~ is more fragmented and local than it is in the United States. The Company's success in these markets will depend on the ability of the Company's businesses to create economies of scale by consolidating within each market geographically, which would most likely occur over a prolonged period, during which significant investments in technology and infrastructure would be required. In the case of expansion through organic growth, the Company could face substantial barriers to entry in new markets, and barriers impeding expansion within existing markets, due primarily to the risks and concerns discussed above, among others.

WeForeign ~~may~~Currency beRisks—The ~~unable~~Company tofaces ~~make~~risks ~~the changes necessary to operate effectively as a separate public entity~~ and ~~have~~uncertainties ~~and will incur additional costs~~ related to ~~operating~~foreign ascurrency ~~an independent~~exchange ~~company~~rate fluctuations.

AsTo athe ~~result~~extent ofthat ~~our~~costs ~~spin-off~~and ~~from~~prices ~~IAC,~~for ~~IAC no longer has any obligation to provide financial, operational or organizational assistance to us, other than limited~~ services ~~pursuant~~are toestablished ~~a transition services agreement that we entered into~~ in ~~connection~~local ~~with~~currencies ~~the~~and ~~spin-off~~adjusted ~~with~~to ~~IAC~~U.S. ~~and~~dollars ~~the~~based ~~three other companies~~on ~~spun~~then-~~off~~current ~~from~~exchange ~~IAC~~rates, ~~at substantially~~ the ~~same~~Company ~~time~~will asbe ~~the~~exposed ~~spin-off.~~to Asforeign aexchange ~~separate~~rate ~~public~~fluctuations. ~~entity,~~After weaccounting ~~are subject to, and responsible~~ for, ~~regulatory~~such ~~compliance~~fluctuations, ~~including periodic public filings with~~ the ~~SEC~~Company ~~and~~may ~~compliance~~be ~~with~~required ~~NASDAQ's~~to ~~continued~~record ~~listing requirements, as well as generally applicable tax and accounting rules. The obligations of being a public company, including~~significant ~~substantial~~gains ~~public~~or ~~reporting and investor relations obligations~~losses, ~~have~~the ~~required~~amount ~~and~~of which will ~~require~~vary ~~additional~~based ~~expenditures, place new demands~~ on ~~our~~then-current ~~management~~exchange ~~and~~rates, ~~have~~which ~~required~~could ~~and~~cause ~~will~~its ~~require~~results ~~the hiring of additional personnel. We may need~~ to ~~implement~~differ ~~additional~~materially ~~systems~~from ~~that~~expectations. ~~require~~As ~~new~~the ~~expenditures~~Company incontinues ~~order~~ to expand ~~adequately~~its ~~function~~international aspresence, aits ~~public~~exposure ~~company. We have endeavored~~ to ~~make~~exchange ~~the~~rate ~~changes necessary~~fluctuations towill ~~successfully operate as an independent public entity; however~~increase, ~~this~~which ~~is an ongoing process that~~ may ~~present unanticipated challenges and costs that could~~ have ana ~~adverse~~negative ~~effect~~impact on usits financial results.

~~As a~~ ~~newly~~Changing ~~public~~Customer ~~company,~~Requirements ~~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,~~ and~~, accordingly,~~ ~~this~~Industry ~~Annual~~Standards—The ~~Report does not include a report of management~~Company's ~~assessment~~businesses ~~regarding~~may ~~internal~~not ~~control~~be ~~over~~able ~~financial reporting or an attestation report of our independent registered public accounting firm due~~ to aadapt ~~transition~~quickly ~~period~~enough ~~established by the SEC. If our management is unable~~ to ~~conclude~~changing ~~that~~customer werequirements ~~maintain effective internal control over financial reporting as of~~and ~~December 31,~~industry 2009, or if our independent registered public accounting firm is unable to deliver an attestation report opining that we maintain effective internal control over financial reporting as of December 31, 2009, our business, financial condition, and results of operations could be adversely affectedstandards.

The e-commerce industry is characterized by evolving industry standards, frequent new service and product introductions and enhancements and changing customer demands. The Company's businesses may not be able to adapt quickly enough and/or in a cost-effective manner to changes in industry standards and customer requirements and preferences, and their failure to do so could adversely affect the Company's business, financial condition and results of operations. In addition, the continued

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widespread adoption Ifof ~~our~~new ~~spin-off~~Internet ~~from~~or ~~IAC,~~telecommunications ortechnologies ~~one~~and devices or ~~more~~other oftechnological changes could require the ~~spin-offs~~Company's ofbusinesses ~~three~~to ~~other~~modify ~~IAC~~or ~~subsidiaries~~adapt ~~from~~their ~~IAC~~respective ~~that~~services ~~occurred~~or infrastructures. onThe ~~the~~failure ~~same~~of ~~date,~~the ~~were~~Company's businesses to ~~fail~~modify toor ~~qualify~~adapt astheir ~~a transaction~~respective ~~that~~services isor ~~generally~~infrastructures ~~tax~~in ~~free~~response ~~for~~to ~~U.S.~~these ~~federal~~trends ~~income~~could ~~tax~~render ~~purposes~~their existing websites, ~~Ticketmaster~~services ~~Entertainment~~and proprietary ~~may~~technologies beobsolete, ~~subject~~which tocould ~~significant~~adversely ~~tax~~affect ~~liabilities~~the Company's business, financial condition and results of operations.

In addition, ~~connection with~~ the ~~spin-offs~~Company ofis ~~Ticketmaster~~currently ~~and~~in ~~three other IAC subsidiaries (~~the ~~"Spincos"),~~process ~~IAC~~of ~~received~~migrating aits ~~private letter~~international ~~ruling~~brands ~~from~~and ~~the~~businesses ~~IRS~~to ~~regarding~~ the ~~qualification~~Ticketmaster ofSystem ~~the~~in ~~spin-offs as transactions that are generally tax free for U.S. federal income tax purposes. IAC also received~~ an ~~opinion~~attempt ~~of counsel~~to ~~regarding~~provide ~~certain~~consistent ~~aspects~~ and state-of -the-art ~~transaction~~services ~~that~~across ~~were~~its ~~not~~businesses ~~covered~~and byto reduce the ~~private~~cost ~~letter ruling. Notwithstanding the IRS private letter ruling~~ and ~~opinion~~expense of ~~counsel,~~maintaining ~~the~~multiple ~~IRS~~systems, ~~could~~which ~~determine that~~the ~~one~~Company ormay ~~more~~not ofbe ~~the~~able ~~spin-offs~~to ~~should~~complete bein ~~treated as~~ a ~~taxable~~timely ~~distribution~~or ifcost-effective itmanner. ~~determines~~Delays ~~that any of the representations, statements~~ or ~~assumptions~~difficulties ~~or undertakings that were included~~ in ~~the~~implementing ~~request for~~ the Ticketmaster ~~IRS~~System, ~~private~~as ~~letter~~well ~~ruling~~as ~~are~~any ~~false~~new or ~~have~~enhanced ~~been~~systems, ~~violated~~may orlimit ifthe itCompany's ~~disagrees~~ability ~~with~~to ~~the~~achieve ~~conclusions in~~ the ~~opinion~~desired ofresults ~~counsel~~in ~~that~~a ~~are~~timely ~~not~~manner. ~~covered~~Also, by the ~~IRS~~Company ~~ruling.~~may Inbe ~~addition, if~~unable ~~any~~to ofdevote ~~the~~financial resources ~~representations,~~to ~~statements~~new ortechnologies ~~assumptions~~and ~~upon~~systems ~~which~~in the ~~opinion~~future, ofwhich ~~counsel~~could ~~was~~adversely ~~based~~affect ~~were~~its ~~or become inaccurate~~business, ~~the~~financial ~~opinion~~condition ~~may~~and beresults ~~invalid~~of operations.

~~If any~~ ofCompliance the spin-offs were to fail to qualify as a transaction that is generally tax free for U.S. federal income tax purposes, then IAC would incur material income tax liabilities for which Ticketmaster Entertainment could be liable. Under applicable federal income tax rules, we are severally liable for any federal income taxes imposed on IAC with ~~respect to taxable periods during which we were a member of IAC's consolidated federal income tax return group~~Laws, ~~including~~Rules ~~the period in which the spin-offs were consummated. Under the Tax Sharing Agreement that we entered into with IAC~~ and ~~the~~Regulations—The ~~other Spincos, the~~ Company's ~~generally is required to indemnify IAC and the other Spincos for any taxes resulting from the spin-off to the extent such amounts resulted from (i) any act or~~ failure to ~~act~~comply bywith ~~the~~existing ~~Company described in the covenants in the Tax Sharing Agreement~~laws, ~~(ii) any~~rules ~~acquisition~~and ofregulations ~~equity~~as ~~securities~~well oras ~~assets~~changing ~~of the Company~~laws, ~~or (iii) any~~rules ~~breach by the Company of any representation or covenant contained in the separation documents or in the documents relating to the IRS private letter ruling~~ and~~/or tax opinions.~~ ~~Corresponding~~regulations ~~indemnification~~and ~~provisions also apply to the~~ other ~~Spincos.~~legal ~~We are entitled to indemnification from IAC~~uncertainties, ~~among~~could ~~other~~adversely ~~things,~~affect ~~if,~~the weCompany's ~~are liable for~~business, orfinancial ~~otherwise~~condition ~~required to make a payment in respect of, a spin-off tax liability for which we are not responsible under the Tax Sharing Agreement~~ and, ifresults applicable, are unable to collect from the Spinco responsible for such liability under the Tax Sharing Agreement. Our ability to collect under these indemnity provisions would depend on the financial position of ~~the indemnifying party~~operations.

Since ~~Certain~~the ~~transactions~~Company's businesses sell tickets and provide related services to consumers through a number of different online and offline channels, they are subject to a wide variety of statutes, rules, regulations, policies and procedures in ~~IAC~~various jurisdictions in the United States and abroad, ~~Ticketmaster~~which ~~Entertainment~~are subject to change at any time. For example, orthe ~~other~~Company's ~~Spinco~~businesses ~~equity~~conduct ~~securities~~marketing ~~could~~activities ~~cause~~via ~~one~~the telephone and/or ~~more~~through ofonline marketing channels, which activities are governed by numerous federal and state regulations, such as the ~~spin~~Telemarketing Sales Rule, state telemarketing laws and the CAN-~~offs~~SPAM Act, among others. The Company's businesses are also subject to belaws, ~~taxable~~rules and regulations applicable to providers ~~IAC~~of primary ticketing and ticket resale services, which in some cases regulate the amount of transaction and other fees that they may be charged in connection with primary ticketing sales ~~give~~and/or ~~rise~~the ticket prices that may be charged in the case of ticket resale services. New legislation of this nature is introduced from time to ~~indemnification~~time ~~obligations~~in various (and is pending in certain) jurisdictions in which the Company's businesses sell tickets and provide services. For example, several U.S. states and cities, Canadian provinces, the United Kingdom and certain European countries prohibit the resale of tickets at prices greater than the original face price (in the case of certain jurisdictions, without the consent of the venue) and/or prohibit the resale of tickets to certain types of events. The Company's ~~under~~various businesses have recently been named as defendants in several purported class action lawsuits and other actions and investigations alleging violations of these types of laws. The failure of the ~~Tax~~Company's ~~Sharing~~businesses ~~Agreement~~to comply with these laws and regulations could result in fines and/or proceedings against the Company by governmental agencies and/or consumers, which if material, could adversely affect its business, financial condition and results of operations. In addition, the promulgation of new laws, rules and regulations that restrict or otherwise unfavorably impact the ability or manner in which the Company's businesses provide primary ticketing and ticket resale services would require the Company's businesses to change certain aspects of their business, operations and client relationships to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject the Company to additional liabilities.

~~Current~~In addition, ~~U.S.~~the ~~federal~~application ~~income~~of ~~tax~~various ~~law~~domestic ~~creates~~and ainternational ~~presumption~~sales, ~~that~~use, ~~any of the spin~~value-~~offs~~added ~~would~~and beother ~~taxable~~tax tolaws, ~~IAC~~rules ifand itregulations isto ~~part of~~the aCompany's ~~"plan~~historical orand ~~series~~new ofproducts ~~related~~and services ~~transactions"~~is ~~pursuant~~subject to ~~which~~interpretation ~~one or more persons acquire directly or indirectly stock representing a 50% or greater interest (~~by ~~vote~~applicable ortaxing ~~value) in IAC or a Spinco (including Ticketmaster Entertainment)~~authorities. ~~Acquisitions~~While ~~that occur during~~ the ~~four-year~~Company ~~period~~believes that ~~begins~~it ~~two~~is ~~years~~compliant ~~before~~with ~~the~~current ~~date~~tax ofprovisions, ataxing ~~spin-off~~authorities ~~are~~may ~~presumed~~take toa ~~occur~~contrary ~~pursuant~~position and tosuch apositions ~~plan~~may oradversely ~~series~~affect ofits ~~related transactions~~business, ~~unless~~financial itcondition isand ~~established~~results ~~that the acquisition is not pursuant to a plan or series~~ of ~~transactions that includes the spin-off~~operations.

These rules limit our ability during the two-year period following the spin-off to enter into certain transactions that might be advantageous to us and our stockholders, particularly issuing equity securities to satisfy financing needs, repurchasing equity securities, and, under certain circumstances, acquiring businesses or assets with equity securities or agreeing to be acquired. Under the Tax Sharing Agreement, there are restrictions on our ability to take such actions for a period of 25 months from the day after the date of our spin-off from IAC. Entering into the merger agreement with Live Nation did

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~~not~~ From ~~violate~~time to time, federal, state and local authorities and/or consumers commence investigations, inquiries or litigation with respect to compliance by the Company and its businesses with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws. The Company's businesses have historically cooperated with authorities in connection with these ~~restrictions~~investigations ~~because~~and have satisfactorily resolved each such material investigation, ~~prior~~inquiry or litigation. The Company and its TicketsNow business are currently subject to ~~entering~~agreements ~~into~~with the ~~agreement~~States of New Jersey and Illinois and the United States Federal Trade Commission which govern, and in certain cases place limitations on, the Company's ~~provided~~ticketing ~~IAC~~resale practices. The Company's competitors in the secondary ticket sales market are not, to the Company's knowledge, bound by such limitations and as a result, the Company may be at a competitive disadvantage. Other states and Canadian provinces have commenced investigations or inquiries regarding the relationship between the Company and TicketsNow. The Company has incurred significant legal expenses in connection with anthe ~~opinion~~defense of ~~counsel~~governmental ~~contemplated~~investigations byand litigation in the ~~Tax~~past ~~Sharing~~and ~~Agreement~~will be required to incur additional expenses in the future regarding such investigations and litigation. In the case of antitrust (and similar or related) matters, any adverse outcome could limit or prevent the Company's businesses from engaging in the ticketing business generally (or in a particular market thereof) or subject them to potential damage assessments, all of which could have a material adverse effect on the Company's business, financial condition and results of operations. See Part I, Item 3 "Legal Proceedings" of this report for a description of certain current legal proceedings involving the Company.

~~In addition~~ toMaintenance ~~actions~~ of ~~IAC~~Systems and ~~the~~Infrastructure—The ~~Spincos~~Company's ~~(including~~success ~~Ticketmaster Entertainment)~~depends, ~~certain transactions that are outside their control and therefore not subject to the restrictive covenants contained~~ in ~~the Tax Sharing Agreement~~part, ~~such as a sale or disposition of the stock of IAC or the stock of a Spinco by certain persons that own five percent or more of any class of stock of IAC or a Spinco could have a similar effect~~ on the ~~tax-free~~integrity ~~status~~ of ~~a spin-off as transactions to which IAC or a Spinco is a party. As of~~ the ~~date~~Company's ofsystems ~~the spin-off, Liberty Media Corporation~~ and ~~certain of its affiliates, in the aggregate, owned IAC stock representing approximately 61~~infrastructures.6% bySystem interruption ~~vote~~ and ~~29.9% by value and, immediately subsequent to~~ the ~~spin-off,~~lack ~~owned stock~~ of ~~each~~integration ~~Spinco representing approximately 29.9% by vote~~ and ~~value.~~redundancy ~~Accordingly,~~ in ~~evaluating~~these ~~our~~systems ~~ability~~and toinfrastructures ~~engage~~may inhave ~~certain~~an ~~transactions~~adverse ~~involving~~impact ~~our equity~~on ~~securities, we will need to take into account~~ the ~~activities~~Company's ofbusiness, ~~Liberty~~financial ~~Media~~conditions ~~Corporation~~ and ~~its~~results ~~affiliates.~~of operations.

AsThe Company's success depends, in part, on the Company's ability to maintain the integrity of the Company's systems and infrastructure, aincluding ~~result~~websites, information and related systems, call centers and distribution and fulfillment facilities. System interruption and the lack of ~~these~~integration ~~rules~~and redundancy in the Company's information systems and infrastructures may adversely affect the Company's ability to operate websites, ~~even~~process ifand ~~each~~fulfill ~~spin~~transactions, respond to customer inquiries and generally maintain cost-~~off~~efficient ~~otherwise~~operations. ~~qualifies~~The asCompany amay ~~transaction~~experience occasional system interruptions that ismake ~~generally~~some ~~tax-free~~or ~~for~~all ~~U.S.~~systems ~~federal~~or ~~income~~data ~~tax~~unavailable ~~purposes, transactions~~or ~~involving~~prevent ~~Spinco~~its businesses from efficiently providing services or ~~IAC~~fulfilling ~~equity~~orders. ~~securities~~The ~~(including~~Company ~~transactions~~lacks bydocumentation regarding certain ~~significant~~components ~~stockholders)~~of ~~could~~its ~~cause~~key ~~IAC~~ticketing tosoftware ~~recognize~~and ~~taxable~~systems ~~gain~~operations ~~with~~and ~~respect~~relies on certain key technology personnel to maintain such software and systems; the ~~stock~~loss of some or all of such personnel could require the ~~Spinco~~Company asto expend additional resources to continue to maintain such software and systems and could ~~described~~subject ~~above~~the Company to frequent systems interruptions. ~~Although~~The ~~the~~Company ~~restrictive~~also ~~covenants~~relies on affiliate and ~~indemnification~~third-party ~~provisions~~computer ~~contained~~systems, broadband and other communications systems and service providers in connection with the ~~Tax~~provision ~~Sharing~~of ~~Agreement~~services ~~are~~generally, ~~intended~~as towell ~~minimize~~as ~~the~~to ~~likelihood~~facilitate, ~~that~~process ~~such~~and anfulfill ~~event~~transactions. ~~will~~Any ~~occur~~interruptions, ~~one~~outages or delays in its systems and infrastructures, its ~~more~~businesses, its affiliates and/or third parties, or deterioration in the performance of these systems and infrastructures, could impair the ~~spin-offs~~ability ~~may~~of ~~become~~the ~~taxable~~Company's businesses to ~~IAC~~provide asservices, fulfill aorders ~~result~~and/or ofprocess transactions. inFire, ~~IAC~~flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or ~~Spinco~~terrorism, ~~equity~~acts ~~securities~~of God and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time. AsAny ~~discussed~~of ~~previously~~these events could cause system interruption, ~~Ticketmaster~~delays ~~Entertainment~~and loss of critical data, and could beprevent ~~liable~~the Company's businesses from providing services, fulfilling orders and/or processing transactions. While the Company's businesses have backup systems for ~~such~~certain ~~taxes~~aspects ~~under~~of their operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, the ~~Tax~~Company ~~Sharing~~may ~~Agreement~~not orhave ~~under~~adequate ~~applicable~~insurance ~~federal~~coverage ~~income~~to ~~tax~~compensate ~~rules~~for losses from a major interruption. If any of these

In connection with the planned Live Nation merger, the Company has received a tax opinion from outside counsel that the transaction as contemplated in the definitive merger agreement will not have an adverse tax effect on the spin-off. However, the IRS may disagree with the conclusions in the opinion of counsel and determine that the Live Nation merger causes the spin-off of Ticketmaster Entertainment to be taxable to IAC. Were this to occur, Ticketmaster Entertainment could be required to make significant indemnification payments to IAC.

Our securities may not qualify for placement in investment indices. In addition, our securities may fail to meet the investment guidelines of institutional investors. In either case, these factors may negatively impact the price of our securities and may impair our ability to raise capital through the sale of securities.

Some of the holders of IAC securities prior to the spin-off were index funds tied to NASDAQ or other stock or investment indices, or institutional investors bound by various investment guidelines. Companies are generally selected for investment indices, and in some cases selected by institutional investors, based on factors such as market capitalization, industry, trading liquidity and financial condition. As an independent company, we have a lower market capitalization than IAC had prior to the spin-off. As a result, our securities may not qualify for those investment indices.

The spin-off agreements were not the result of arm's length negotiations.

The agreements that we entered into with IAC and the other Spincos in connection with the spin-offs, including the separation and distribution agreement, tax sharing agreement, employee matters agreement and transition services agreement, were established by IAC, in consultation with the Spincos, with the intention of maximizing the value to current IAC's shareholders. Accordingly, the terms for us may not be as favorable as would have resulted from negotiations among unrelated third parties.

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adverse events ~~RISKS~~were ~~RELATING~~to TOoccur, ~~OUR~~it ~~BUSINESS~~ could adversely affect the Company's business, financial conditions and results of operations.

In addition, ~~Live~~any ~~Entertainment~~penetration ~~Industry~~of network security or other misappropriation or misuse of personal consumer information could cause interruptions in the operations of the Company's businesses and ~~General~~subject ~~Economic~~the ~~Trends—Our~~Company ~~success~~to ~~depends~~increased costs, litigation and other liabilities. Network security issues could lead to claims against the Company for other misuse of personal information, such as for unauthorized purposes or identity theft, which could result in ~~significant~~litigation ~~part~~and financial liabilities, onas ~~entertainment~~well as administrative action from governmental authorities. Security breaches could also significantly damage the Company's reputation with consumers and third parties with whom the Company does business. It is possible that advances in computer capabilities, ~~sporting~~new discoveries, undetected fraud, inadvertent violations of company policies or procedures or other developments could result in a compromise of information or a breach of the technology and ~~leisure~~security ~~events~~processes that are used to protect consumer transaction data. As a result, current security measures may not prevent any or all security breaches. The Company may be required to expend significant capital and ~~factors~~other resources to protect against ~~adversely~~and remedy any potential or existing security breaches and their consequences. The Company also faces risks associated with security breaches affecting ~~such~~third ~~events~~parties with which it is affiliated or otherwise conducts business online. Consumers are generally concerned with security and privacy of the Internet, and any publicized security problems affecting the Company's businesses and/or those of third parties may discourage consumers from doing business with the Company, which could have aan ~~material~~ adverse effect on ~~our~~the Company's business, financial condition and results of operations.

~~Through~~ ~~our~~Privacy—The ~~Ticketing segment~~processing, ~~we sell tickets to live entertainment~~storage, ~~sporting~~use and ~~leisure~~disclosure 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~~personal ~~are~~data 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 event industries could ~~adversely~~give ~~affect~~rise ~~our business, financial condition and results of operations. Our Ticketing segment relies on third parties~~ to ~~create~~liabilities 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~~a asresult ~~the availability~~ of ~~popular~~governmental ~~artists~~regulation, ~~entertainers~~conflicting ~~and teams. Similarly, our Artist Services segment could be adversely affected if the artists it represents do not tour~~legal orrequirements ~~perform as frequently as anticipated,~~ or ifdiffering ~~such~~views ~~tours~~of orpersonal ~~performances~~privacy ~~are not as widely attended by fans as anticipated due to changing tastes, general economic conditions or otherwise~~rights.

In ~~addition,~~the ~~general~~processing ~~economic~~of ~~conditions,~~ consumer ~~trends~~transactions, ~~work~~the ~~stoppages,~~Company's ~~natural~~businesses ~~disasters~~receive, transmit and ~~terrorism~~store ~~could~~a ~~have~~large avolume ~~material~~of ~~adverse~~personally ~~effect~~identifiable oninformation ~~our~~and ~~business,~~other ~~financial~~user ~~condition~~data. ~~and~~The sharing, ~~results~~use, ofdisclosure ~~operations.~~and ~~Entertainment-related~~protection ~~expenditures~~of this information are ~~particularly~~governed ~~sensitive~~by tothe ~~business~~privacy and ~~personal~~data ~~discretionary~~security ~~spending~~policies ~~levels,~~maintained ~~which~~by ~~tend~~the toCompany ~~decline~~and ~~during~~its ~~general~~businesses. ~~economic~~Moreover, ~~downturns. Recent~~there ~~market~~are ~~conditions~~federal, ~~have~~state ~~been~~and international ~~extremely~~laws ~~volatile~~regarding privacy and ~~unemployment~~the ~~rates~~storing, ~~have~~sharing, ~~risen~~use, indisclosure ~~recent~~and ~~months.~~protection Asof apersonally ~~result~~identifiable ofinformation ~~these~~and ~~macroeconomic~~user ~~factors~~data. Specifically, itpersonally identifiable information is increasingly ~~reasonably~~subject ~~possible~~to ~~that~~legislation aand ~~continued worsening~~regulations in numerous jurisdictions around the world, the intent of which is to protect the ~~Company's~~privacy ~~results~~of orpersonal ~~domestic~~information that is collected, processed and transmitted ~~global~~in ~~economic~~or ~~conditions~~from the governing jurisdiction. The Company could ~~change~~be ~~certain~~adversely ~~estimates~~affected ~~and~~if ~~assumptions~~legislation ~~that~~or regulations are ~~significant~~expanded to ~~the~~require ~~underlying~~changes ~~amounts included~~ in ~~the~~business ~~Company's Consolidated~~practices ~~Financial~~or ~~Statements~~privacy ~~and~~policies, ~~the~~or if ~~Notes~~governing ~~thereto.~~jurisdictions Ainterpret ~~protracted~~or ~~global~~implement ~~recession~~their ~~could~~legislation ~~have~~or aregulations ~~significant~~in ~~negative~~ways ~~impact~~that onnegatively ~~our~~affect its business, financial condition and results of operations.

The Company's ~~Third~~businesses ~~Party~~may ~~Relationships—We~~also ~~depend~~become exposed to potential liabilities as a result of differing views on ~~relationships~~the privacy of consumer and other user data collected by these businesses. The Company's failure, and/or the failure by the various third party vendors and service providers with ~~clients~~which the Company does business, to comply with applicable privacy policies or federal, state or similar international laws and regulations or any ~~adverse~~compromise ~~changes~~of security that results in the unauthorized release of personally identifiable information or other user data could damage the reputation of these ~~relationships~~businesses, discourage potential users from trying the Company's products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, one or all of which could adversely affect ~~our~~the Company's business, financial condition and results of operations.

Our success is dependent, in significant part, on the ability of our businesses to maintain and renew relationships with existing clients and to establish new client relationships. We anticipate that for the foreseeable future, the substantial majority of our revenues from our Ticketing segment will be derived from online and offline sales of tickets. We also expect that revenues from primary ticketing services, which consist primarily of per ticket convenience charges and per order "order processing" fees, will continue to comprise the substantial majority of our consolidated revenues for our Ticketing segment.

Securing the right to sell tickets depends, in substantial part, on the ability of our businesses to enter into, maintain and renew client contracts on favorable terms. Revenue attributable to our largest client, Live Nation (including its subsidiary, House of Blues), represented approximately 13% of our total revenue in 2008. This client relationship consisted of four agreements, two with Live Nation (a worldwide agreement (other than England, Scotland and Wales) that expired without renewal on December 31, 2008, and an agreement covering England, Scotland and Wales that expires on December 31, 2009) and two with House of Blues (a U.S. agreement that expires on December 31, 2009, and a Canadian agreement that expires on March 1, 2010). Revenue attributable to the worldwide agreement and the agreement covering England, Scotland and Wales represented

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~~approximately 9%~~ ~~and~~Intellectual ~~2%, respectively, of our total revenues in 2008.~~ Property—The ~~worldwide~~Company ~~agreement~~may ~~expired~~fail ~~on December 31, 2008, and we anticipate that none of the other agreements will be renewed. Live Nation launched its own ticketing business in 2009~~ to ~~ticket~~adequately ~~Live~~protect ~~Nation events and has publicly announced that it intends to use~~ its ~~ticketing~~intellectual ~~system~~property torights ~~distribute~~or ~~tickets~~may ~~for~~be ~~third-party~~accused ~~live events. In addition, as is typical~~ of ~~the~~infringing ~~artist~~intellectual ~~management~~property ~~industry,~~rights ~~certain~~ of ~~our arrangements with clients of our Artist Services segment are terminable at will by either party. The loss of key~~ ~~artists~~third ~~could negatively impact our business~~parties.

~~While fees~~The ~~from~~Company ~~management~~may ~~services~~fail ~~represent~~to ~~slightly~~adequately ~~less~~protect ~~than~~its ~~half~~intellectual ~~the~~property ~~revenue~~rights ofor ~~our~~may ~~Artist~~be ~~Service~~accused ~~segment,~~of ~~and~~infringing nointellectual ~~individual~~property rights ~~client represents more than 10%~~ of ~~revenue~~third ~~from management~~parties. ~~services,~~The ~~the~~Company ~~loss~~regards ofits aintellectual ~~number~~property ofrights, ~~key~~including ~~artists~~patents, ~~could~~service ~~negatively~~marks, ~~impact~~trademarks ~~our~~and ~~business.~~domain Innames, ~~addition~~copyrights, astrade ~~the~~secrets ~~relationship~~and ~~between~~similar aintellectual property ~~manager~~(as ~~and~~applicable) ~~artist~~as iscritical ~~highly~~to ~~personalized,~~its ~~the~~success. ~~loss~~The ofCompany's ~~a manager~~businesses ~~may~~ also ~~result~~rely inheavily aupon ~~loss~~software incodes, ~~the~~informational ~~artist~~databases ~~represented~~and byother ~~the~~components ~~manager,~~that ~~which~~make ~~could~~up ~~negatively~~their ~~impact~~products ~~our business~~and services.

WeThe ~~cannot~~Company ~~provide~~relies ~~assurances that our businesses will be able to maintain other existing client contracts, or enter into or maintain new client contracts,~~ on ~~acceptable terms, if at all, and the failure to do so could have~~ a ~~material~~combination ~~adverse effect on our business, financial condition and results~~ of ~~operations.~~laws ~~As explained above~~ and incontractual ~~the~~restrictions ~~below~~with ~~risk factor~~employees, ~~the ticketing business is highly competitive. A number of competing national~~customers, ~~regional~~suppliers, affiliates and ~~local~~others ~~ticketing service providers are aggressively seeking~~ to ~~secure~~establish ~~ticketing~~and ~~contracts~~protect ~~from~~these ~~existing~~proprietary ~~and potential Ticketmaster~~rights. ~~Entertainment~~Despite ~~clients.~~these ~~In addition~~precautions, ~~facilities,~~it ~~promoters~~may ~~and~~be ~~other~~possible ~~potential~~for ~~clients~~a ~~are~~third ~~increasingly~~party ~~electing~~ to ~~self-ticket~~copy ~~and/~~or ~~distribute~~otherwise aobtain ~~growing~~and ~~number~~use oftrade ~~tickets~~secret ~~through~~or ~~client direct~~copyrighted orintellectual ~~other~~property ~~new~~without ~~channels,~~authorization which, ~~could~~if ~~adversely~~discovered, ~~impact~~might require ~~the~~legal ~~ability~~action ~~of our businesses~~ to ~~secure renewals and new client contracts~~correct. ~~The~~In ~~non-renewal~~addition, orthird ~~termination~~parties ofmay anindependently ~~agreement~~and ~~with~~lawfully ~~a major~~develop ~~client~~substantially orsimilar ~~multiple~~intellectual ~~agreements with a combination of smaller clients could have a material adverse effect on our business, financial condition and results of operations~~properties.

~~Another~~The ~~important~~Company ~~component~~has ofgenerally ~~our~~registered ~~success~~and iscontinues to apply to register, or secure by contract when appropriate, its trademarks and service marks as they are developed and used, and reserves and registers domain names as it deems appropriate. The Company generally considers the ~~ability~~protection of ~~our~~its ~~businesses~~trademarks to ~~maintain~~be ~~existing~~important for purposes of brand maintenance and ~~build~~reputation. ~~new~~While the ~~relationships~~Company ~~with~~vigorously ~~third~~protects ~~party~~its ~~distribution~~trademarks, ~~channels~~service marks and ~~service~~domain ~~providers~~names, ~~including~~ ~~providers~~effective oftrademark ~~credit~~protection ~~card~~may ~~processing~~not ~~and~~be ~~delivery~~available or may not be sought in every country in which products and services are made available, asand ~~well~~contractual asdisputes ~~advertisers,~~may ~~among~~affect ~~other~~the ~~parties~~use of marks governed by private contract. ~~Any~~Similarly, ~~adverse~~not ~~changes~~every invariation ~~these~~of ~~relationships~~a domain name may be available or be registered, ~~including~~even if available. The failure of the ~~inability~~Company to protect its intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of ~~these~~brand ~~parties~~names and limit its ability to ~~fulfill~~control ~~their~~marketing ~~obligations~~on toor ~~our~~through ~~businesses~~the ~~for~~Internet ~~any~~using ~~reason~~its various domain names or otherwise, which could adversely affect ~~our~~its business, financial condition and results of operations.

Some of ~~Competition—~~the Company's businesses have been granted patents and/or have patent applications pending with the United States Patent and Trademark Office and/or various foreign patent authorities for various proprietary technologies and other inventions. The ~~ticketing~~Company considers applying for patents or for other appropriate statutory protection when it develops valuable new or improved proprietary technologies or identifies inventions, and ~~artist~~will ~~services~~continue ~~industries~~to ~~are~~consider ~~highly~~the ~~competitive~~appropriateness of filing for patents to protect future proprietary technologies and inventions as circumstances may warrant. The status of any patent involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, any patent application filed may not result in a patent being issued or existing or future patents may not be adjudicated valid by a court or be afforded adequate protection against competitors with similar technology. In addition, third parties may ~~win~~create ~~business~~new ~~away~~products ~~from~~or usmethods that achieve similar results without infringing upon patents that the Company owns. Likewise, ~~which~~the ~~could~~issuance ~~adversely~~of ~~affect~~a ~~our~~patent to the Company does not mean that its ~~financial~~processes ~~performance~~or inventions will not be found to infringe upon patents or other rights previously issued to third parties.

~~The ticketing industry is highly competitive. We face significant competition from other national, regional and local primary ticketing~~From ~~service~~time ~~providers~~ to ~~secure new and retain existing clients on a continuous basis. Additionally~~time, wethe ~~face~~Company ~~significant~~is ~~and~~subject ~~increasing~~to ~~challenges~~legal ~~from~~proceedings ~~companies that sell self-ticketing systems~~ and ~~from~~claims ~~clients~~in ~~who~~the ~~are~~ordinary ~~increasingly~~course ~~choosing~~of ~~to self-ticket~~business, ~~through~~including ~~the~~claims ~~integration~~ of ~~self-ticketing~~alleged ~~systems~~infringement ~~into~~of ~~their existing operations or~~ the ~~acquisition of primary ticket services providers and by increasing sales through facility box offices and season~~trademarks, ~~subscription or group sales. We also face competition in the resale of tickets from online auction~~copyrights, ~~websites~~patents and ~~resale marketplaces and from~~ other ~~ticket~~intellectual ~~resellers~~property ~~with~~rights ~~online distribution capabilities. The intense competition that we face in the ticketing industry could cause the volume~~ of ~~our ticketing~~third ~~services business to decline~~parties. ~~There~~In ~~can~~addition, belitigation nomay ~~assurance that we will~~ be ~~able~~necessary ~~to compete successfully~~ in the future ~~with~~to ~~existing~~enforce orthe ~~potential~~Company's ~~competitors~~intellectual orproperty ~~that~~rights, ~~competition~~protect ~~will~~trade ~~not~~secrets ~~have an~~or ~~adverse~~determine ~~effect~~the onvalidity ~~our business~~ and ~~financial~~scope ~~condition.~~of ~~Moreover,~~proprietary asrights weclaimed ~~expand~~by ~~into~~others. ~~new~~Any ~~lines~~litigation of ~~businesses~~this ~~(including~~nature, inregardless ~~connection~~of ~~with~~outcome ~~our~~or ~~proposed merger with Live Nation)~~merit, wecould ~~may~~result ~~face direct competition,~~ in ~~the~~substantial ~~live~~costs ~~music~~and ~~industry,~~diversion ~~with~~of ~~our~~management and ~~prospective~~technical ~~or current primary ticketing clients~~resources, ~~who~~any ~~primarily~~of ~~include~~which ~~live~~could ~~event~~adversely ~~content~~affect ~~providers~~the ~~(such~~Company's ~~as owners or operators of live event venues~~business, ~~promoters~~financial ofcondition ~~concerts~~ and ~~sports~~results ~~teams,~~of ~~among others)~~operations. ~~This~~Patent ~~direct~~litigation ~~competition~~tends ~~with~~to ~~our~~be ~~prospective~~particularly orprotracted ~~current~~and ~~primary~~expensive. ~~ticketing~~

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~~clients could~~ ~~result~~Key inEmployees—Failure ato ~~decline~~attract ~~in the number of clients we have~~ and aretain ~~decline~~key inemployees ~~the volume of our ticketing services business, which~~ could adversely ~~affect~~impact ~~our~~the ~~business~~Company's ~~and financial condition~~business.

~~The artist~~In ~~services~~order ~~industry~~to isbe ~~also~~successful, athe ~~highly~~Company ~~competitive~~must ~~industry.~~attract ~~There~~and ~~are~~retain ~~numerous~~talented ~~other~~executives ~~music~~and ~~management~~other ~~companies~~key ~~and~~employees, ~~individual~~including ~~managers~~those in managerial, ~~the~~technical, ~~United~~sales, ~~States~~marketing ~~alone.~~and Wesupport ~~compete with~~positions. ~~these~~The ~~companies~~Company's ~~and~~businesses require individuals towith ~~discover~~relevant ~~new~~experience and ~~emerging~~diverse ~~artists~~skill sets, and tothe ~~represent~~market ~~established~~for ~~acts.~~these Inpersonnel ~~addition,~~is highly ~~certain~~competitive. ofThe ~~our~~failure ~~arrangements~~to ~~with~~attract ~~clients~~employees ofwith ~~our~~the ~~artist~~requisite ~~services~~skills ~~business~~and ~~are terminable~~abilities atto ~~will~~the byCompany, ~~either~~or ~~party,~~the ~~leading~~loss toof ~~competition~~key toemployees ~~retain~~could ~~those~~adversely ~~artists~~impact asthe ~~clients.~~Company's ~~Competition~~ability isto ~~intense~~meet ~~and~~key objectives, ~~may~~such ~~contribute~~as tothe atimely ~~decline~~and ineffective ~~the~~development ~~volume~~and delivery of ~~our~~products ~~artist~~and services ~~business~~, ~~which~~ and could ~~adversely~~otherwise ~~affect~~have ~~our~~a ~~business~~significant ~~and~~impact ~~financial~~on ~~condition~~the Company's operations.

~~Covenants~~Brand inRecognition—Failure ~~our~~to ~~debt~~maintain ~~agreements~~brand ~~restrict~~recognition ~~our~~and ~~business~~attract ~~in many ways~~ and ifretain wecustomers doin ~~not~~a ~~effectively~~cost-effective ~~manage~~manner ~~our~~could ~~business~~adversely toaffect ~~comply~~the Company's ~~with these covenants~~business, ~~our~~ financial condition and results of operations ~~could be adversely affected~~.

~~Our~~Maintaining ~~senior~~and ~~secured~~promoting ~~credit~~the ~~facilities~~Ticketmaster and~~/or~~ www.ticketmaster.com (and related international) brand names and, to a lesser extent, the ~~indenture~~www.ticketsnow.com, ~~governing~~www.ticketweb.com, www.museumtix.com ~~our~~and ~~Notes~~www.tmvista.com ~~contain~~(and ~~various~~related ~~covenants~~international) ~~that~~brand ~~limit~~names, ~~our~~is critical to the ability of the Company's businesses to attract consumers and~~/or~~ business customers to their respective websites and other distribution channels. The Company believes that the importance of brand ~~our~~recognition ~~restricted~~will ~~subsidiaries'~~increase, ~~ability~~given the growing number of online ticketing services due to relatively low barriers to entry to providing online content and services. Accordingly, ~~among~~the Company has spent, and expects to continue to spend, increasing amounts of money on, and devote greater resources to, branding and other ~~things:~~marketing initiatives, including search engine optimization techniques and paid search engine marketing, neither of which may be successful or cost-effective. The failure of the Company's businesses to maintain the recognition of their respective brands and to attract and retain consumers in a cost-effective manner could adversely affect the Company's business, financial condition and results of operations.

~~In addition,~~ ~~our~~Acquisitions—The ~~senior~~Company ~~secured~~may ~~credit~~experience ~~facilities~~operational ~~require~~and ~~us to maintain specified~~ financial ~~ratios.~~risks ~~Our~~in ~~ability~~connection towith ~~meet those financial ratios can be affected by events beyond our control, and we may be unable to meet those tests~~acquisitions. In addition, asome failure on our part to maintain effective internal controls to measure compliance with these covenants could affect our ability to take corrective actions on a timely basis, and could result in our being in breach. A breach of ~~any of these covenants could result in a default under our senior secured credit facilities and/or our other indebtedness. Upon~~ the ~~occurrence~~businesses ofacquired anby ~~event of default under our senior secured credit facilities,~~ the ~~lenders could elect to declare all amounts outstanding under our senior secured credit~~ ~~facilities~~Company tomay beincur ~~immediately due and payable. If we were unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness, which constitutes a~~ significant ~~portion~~losses offrom ~~our~~operations ~~assets.~~or Ifexperience ~~the~~impairment ~~lenders under our senior secured credit facilities accelerate the repayment~~ of ~~borrowings,~~carrying ~~we may not have sufficient assets to repay our senior secured credit facilities and our other indebtedness~~value.

~~Our borrowings~~The ~~under~~Company's ~~our~~growth ~~senior~~may ~~secured~~depend ~~credit~~upon ~~facilities~~future ~~are,~~acquisitions and ~~are~~depends, ~~expected~~in ~~to continue to be~~part, aton ~~variable~~the ~~rates~~Company's ofability ~~interest and expose us~~ to ~~interest~~successfully ~~rate~~integrate historical ~~risk~~acquisitions. IfThe ~~interest~~Company ~~rates increase,~~may ~~our~~experience ~~debt~~operational ~~service~~and ~~obligations~~financial onrisks ~~the~~in ~~variable~~connection ~~rate~~with ~~indebtedness~~acquisitions. ~~would~~To ~~increase~~the ~~even~~extent ~~though~~that the ~~amount~~Company ~~borrowed~~continues ~~remained~~to ~~the~~grow ~~same~~through acquisitions, ~~and~~it ~~our~~will ~~net~~need to: ~~income would decrease.~~

•: successfully integrate the operations, as well as the accounting, financial controls, management information, technology, human resources and other administrative systems, of acquired businesses with existing operations and systems;
•: retain the clients of the acquired businesses;
•: retain and integrate key personnel at acquired businesses; and
•: successfully manage acquisition-related resource demands on its management, operations and financial resources and/or those of acquired businesses.

The Company may not be successful in addressing these challenges or any others encountered in connection with recent and future acquisitions and the failure to do so could adversely affect its business, financial condition and results of operations. The anticipated benefits of one or more acquisitions may not be realized and future acquisitions could result in potentially dilutive issuances of equity securities and/or contingent liabilities. Also, the value of goodwill and other intangible assets acquired could be impacted by one or more unfavorable events or trends, which could result in impairment charges. The occurrence of any of these events could adversely affect the Company's business, financial condition and results of operations. In addition, the Company may choose to substantially reduce or discontinue the operations of any of its acquired businesses if it is unsuccessful

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in meeting ~~Brand~~these ~~Recognition—Failure~~challenges. toAny ~~maintain~~such ~~brand~~shut-down ~~recognition~~could ~~and~~expose ~~attract~~the ~~and~~Company ~~retain~~to ~~customers~~expenses inassociated awith ~~cost-effective~~exiting ~~manner~~from existing contracts and terminating employees, and could ~~adversely~~expose ~~affect~~the ~~our~~Company ~~business,~~to ~~financial~~certain ~~condition~~unknown ~~and~~liabilities ~~results~~that ofarise ~~operations~~following the shut-down.

~~Maintaining~~Through certain ~~and~~acquisitions, ~~promoting~~such as the ~~Ticketmaster~~acquisitions ~~and~~of ~~ticketmaster.com~~TicketsNow, ~~(and~~Emma ~~related international)~~Entertainment, ~~brand~~Echo, ~~names~~GET ME IN! and, toFront ~~a lesser extent~~Line, the ~~ticketsnow.com,~~Company ~~ticketweb.com~~entered into aspects, ~~museumtix.com~~ and through ~~tmvista.com~~future ~~(and~~acquisitions ~~related~~may ~~international)~~enter ~~brand~~into ~~names~~aspects, isof ~~critical to~~ the ~~ability~~ticketing ~~of our businesses to attract consumers~~ and/or ~~business~~entertainment ~~customers~~industries toin ~~their~~which ~~respective~~it ~~websites~~had ~~and~~not ~~other~~previously ~~distribution~~participated ~~channels~~directly. WeAcquisitions ~~believe that the importance~~ of ~~brand~~this ~~recognition~~nature ~~will~~could ~~increase,~~adversely ~~given the~~affect ~~growing~~relationships ~~number~~with ofnew ~~online~~and ~~ticketing~~potential ~~services~~clients ~~due~~ to ~~relatively~~the ~~low~~extent ~~barriers~~that toclients ~~entry~~view tothe ~~providing~~interests ~~internet online~~of ~~content~~acquired ~~and services. Accordingly~~businesses, weor ~~have~~those ~~spent,~~of ~~and~~the ~~expect~~Company tooverall ~~continue~~following tothe ~~spend,~~completion ~~increasing amounts~~ of ~~money~~any ~~on,~~such ~~and devote greater resources to~~acquisitions, ~~branding~~as competing ~~and~~with ~~other~~or ~~marketing initiatives,~~diverging ~~including~~from ~~search~~their ~~engine optimization techniques and paid search engine marketing~~own, ~~neither of~~ which ~~may~~could beadversely ~~successful~~impact orthe ~~cost-effective.~~Company's ~~The~~relationships ~~failure~~with ofits ~~our~~clients ~~businesses~~and toits ~~maintain~~ability ~~the recognition of their respective brands and~~ to attract ~~and~~new ~~retain~~clients. ~~consumers~~This inwould ~~a cost-effective manner could~~ adversely affect ~~our~~the Company's business, financial condition and results of operations.

~~Acquisitions—We~~Future ~~may~~Capital ~~experience~~Needs—The ~~operational~~Company ~~and~~may ~~financial~~have ~~risks~~future incapital ~~connection~~needs ~~with~~and ~~acquisitions. In addition, some of the businesses acquired by us~~ may ~~incur significant~~not ~~losses~~be ~~from~~able ~~operations~~to orobtain ~~experience~~additional ~~impairment~~financing ofon ~~carrying~~acceptable ~~value~~terms.

~~Our~~In ~~growth~~connection ~~may~~with ~~depend~~the ~~upon~~Company's ~~future~~spin-off ~~acquisitions~~from ~~and depends~~IAC, inthe ~~part~~Company incurred indebtedness of approximately $765.0 million. The Company has since paid down $23.0 million of its indebtedness, onwhile ~~our~~also ~~ability~~drawing todown ~~successfully~~an ~~integrate~~additional ~~historical~~$70.0 million ~~acquisitions~~from its revolving credit facility. The WeCompany's future capital needs may ~~experience~~include ~~operational~~funds ~~and~~necessary ~~financial~~to ~~risks~~develop innew ~~connection~~services ~~with~~or ~~acquisitions.~~to Toenhance ~~the~~its ~~extent~~existing ~~that~~services, weto ~~continue~~complete acquisitions or to ~~grow~~otherwise ~~through~~take ~~acquisitions,~~advantage weof ~~will~~business opportunities ~~need~~or respond to: competitive pressures.

WeThese ~~may~~arrangements ~~not~~and becurrent ~~successful~~market inconditions ~~addressing~~may ~~these~~limit ~~challenges~~the orCompany's ~~any~~ability ~~others~~to ~~encountered~~secure inadditional ~~connection~~financing ~~with~~in ~~recent~~the ~~and~~ future ~~acquisitions~~on ~~and~~favorable ~~the~~terms ~~failure~~or toat doall. soThe ~~could~~Company's ~~adversely~~ability ~~affect our~~to ~~business,~~secure ~~financial~~additional ~~condition~~financing and ~~results~~satisfy ofthe ~~operations.~~Company's ~~The~~financial ~~anticipated~~obligations ~~benefits~~under ofindebtedness ~~one~~outstanding orfrom ~~more~~time ~~acquisitions~~to ~~may~~time ~~not~~will ~~be realized~~depend ~~and~~upon ~~future~~the ~~acquisitions~~Company's ~~could~~future ~~result~~operating inperformance, ~~potentially~~which ~~dilutive~~is subject ~~issuances~~to ofthen ~~equity~~prevailing ~~securities~~general economic and~~/or~~ ~~contingent~~credit ~~liabilities.~~market ~~Also~~conditions, ~~the~~including ~~value~~interest ofrate ~~goodwill~~levels and ~~other~~the ~~intangible~~availability ~~assets~~of ~~acquired could~~credit begenerally, ~~impacted~~and ~~by one or more unfavorable events or trends~~financial, ~~which~~business ~~could~~and ~~result~~other ~~in impairment charges~~factors, inmany ~~addition~~of which toare beyond the $1Company's control.~~1 billion~~ ~~impairment~~The ~~charge~~prolonged ~~recorded~~continuation inor ~~the~~worsening ~~fourth quarter~~ of ~~2008 as~~current ~~described~~credit inmarket ~~Note 4—Goodwill~~conditions ~~and~~would ~~Indefinite-Lived~~have ~~Assets~~a ofmaterial ~~the~~adverse ~~Notes~~effect toon the ~~Consolidated~~Company's ~~Financial~~ability ~~Statements.~~to ~~The~~secure ~~occurrence~~financing ~~of any of these events could adversely affect our~~on ~~business~~favorable terms, ~~financial~~if ~~condition~~at ~~and results of operations~~all.

~~Through~~The ~~certain~~Company ~~recent~~may ~~(and~~be ~~potentially~~unable ~~future)~~to ~~acquisitions,~~secure ~~such~~additional asfinancing ~~the~~or ~~acquisitions~~financing ofon ~~TicketsNow,~~favorable ~~Emma~~terms ~~Entertainment,~~or ~~Echo,~~its ~~GET~~operating MEcash ~~IN!~~flow ~~and~~may ~~Front~~be ~~Line,~~insufficient weto ~~entered~~satisfy ~~(or~~its ~~may~~financial ~~enter)~~obligations ~~into~~under ~~aspects~~indebtedness ofoutstanding ~~the~~from ~~ticketing~~time ~~and/or~~to ~~entertainment~~time ~~industries~~(if inany). ~~which~~Furthermore, weif ~~had~~financing is not ~~previously~~available ~~participated~~when ~~directly.~~needed, ~~Acquisitions~~or ofis ~~this~~available ~~nature~~on ~~could~~unfavorable ~~adversely~~terms, ~~affect~~the ~~relationships~~Company ~~with~~may ~~new~~be ~~and~~unable ~~potential clients~~ to ~~the~~develop ~~extent~~new ~~that~~services ~~clients~~or enhance ~~view~~its ~~the~~existing ~~interests~~services, ofcomplete ~~acquired~~acquisitions ~~businesses,~~ or ~~those~~otherwise oftake ~~Ticketmaster~~advantage ~~Entertainment~~of ~~overall~~business ~~following~~opportunities ~~the~~or ~~completion~~respond ofto ~~any~~competitive ~~such acquisitions~~pressures, asany ~~competing~~of ~~with or diverging from their own,~~ which could ~~adversely~~have ~~impact~~a ~~our~~material ~~relationships~~adverse ~~with~~effect on its business, ~~clients~~financial condition and ~~its~~results ~~ability~~of tooperations. ~~attract~~If ~~new~~additional ~~clients.~~funds ~~This~~are ~~would~~raised ~~adversely~~through ~~affect~~the ~~our~~issuance ~~business~~of equity securities, ~~financial~~the ~~condition~~Company's ~~and results~~stockholders ofmay ~~operations~~experience significant dilution.

Goodwill Impairment—Impairment of the Company's goodwill could negatively affect the Company's financial results and financial condition.

In accordance with U.S. Generally Accepted Accounting Principles ("GAAP"), the Company tests goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. If the carrying amount of the Company's goodwill exceeds its implied fair value, an impairment loss equal to the excess is recorded. During the year ended December 31, 2008, the Company recognized a total non-cash charge of $1.1 billion related to the impairment of goodwill of its ticketing reporting unit. As of December 31, 2009, the Company had goodwill of approximately $482.3 million, which constituted approximately 27% of its total assets at that date. Due to the volatile stock market, the current economic uncertainty and

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other factors, ~~International~~the ~~Presence~~Company ~~and~~cannot ~~Expansion—Our~~provide ~~businesses~~assurance ~~operate~~that remaining goodwill will not be further impaired in ~~international~~future ~~markets~~periods. Impairment may result from, among other things, a significant decline in ~~which~~its expected wecash ~~have~~flows, ~~limited~~an ~~experience.~~adverse ~~Our~~change ~~businesses~~in ~~may~~the ~~not~~business beclimate ~~able~~and slower growth rates in its industry. If the Company is required to ~~successfully~~ ~~expand~~record ~~into~~an ~~new,~~impairment orcharge ~~further~~for ~~into~~its ~~existing~~goodwill in the future, ~~international~~this would ~~markets~~adversely impact its financial condition and financial results.

We ~~provide~~ ~~services in various jurisdictions abroad through a number of brands and businesses that we own and operate, as well as~~ ~~through~~ RISKS ~~joint~~RELATING ~~ventures,~~TO ~~and~~OUR ~~expect~~SPIN-OFF toFROM ~~continue to expand our international presence. We face, and expect to continue to face, additional risks in the case of our existing and future international operations, including:~~ IAC

~~Our ability~~ toIf ~~expand~~ our ~~international~~spin-off ~~operations~~from ~~into new jurisdictions~~IAC, or ~~further~~one ~~into~~or ~~existing,~~more ~~jurisdictions~~of ~~will~~the ~~depend,~~spin-offs inof ~~significant~~three ~~part, on our ability to identify potential acquisition candidates, joint venture or~~ other ~~partners,~~IAC ~~and~~subsidiaries ~~enter~~from ~~into~~IAC ~~arrangements~~that ~~with~~occurred ~~these parties~~ on ~~favorable~~the ~~terms~~same date, aswere ~~well as our ability~~ to ~~make~~fail ~~continued investments~~ to ~~maintain and grow~~ ~~existing~~qualify ~~international~~as ~~operations.~~a Iftransaction ~~the~~that ~~revenues~~is ~~generated~~generally bytax-free ~~international~~for ~~operations~~U.S. federal ~~are~~income ~~insufficient~~tax topurposes, ~~offset expenses incurred in connection with~~ the ~~maintenance~~Company ~~and~~may ~~growth of these operations, our business, financial condition and results of operations could~~ be ~~materially~~subject ~~and adversely affected. In addition, in an effort~~ to ~~make international operations in one or more given jurisdictions profitable over the long term,~~ significant ~~additional~~tax ~~investments that are not profitable over the short term could be required over a prolonged period~~liabilities.

In ~~addition,~~ connection with IAC's spin-off of each of the ~~ticketing~~Company ~~industry~~and incertain ~~many~~other ~~jurisdictions~~former ~~abroad~~businesses of IAC, each of which is referred ~~more~~to ~~fragmented~~as ~~and~~a ~~local~~Spinco, ~~than~~IAC itreceived isa inprivate letter ruling from the ~~United~~IRS ~~States.~~regarding ~~Our~~the ~~success~~qualification inof these ~~markets~~spin-offs ~~will~~as ~~depend~~transactions onthat ~~the~~are ~~ability~~generally oftax-free for ~~our~~U.S. federal ~~businesses~~income tax purposes. IAC's spin-off of each of the Spincos is referred to ~~create~~collectively ~~economies~~as the IAC spin-offs. IAC also received an opinion of ~~scale~~counsel regarding certain aspects of the transaction that were not covered by ~~consolidating~~the ~~within~~private ~~each~~letter ~~market~~ruling. ~~geographically~~Notwithstanding the IRS private letter ruling and opinion of counsel, ~~which~~the ~~would~~IRS ~~most~~could ~~likely~~determine that ~~occur~~one ~~over~~or more of the IAC spin-offs should be treated as a ~~prolonged~~taxable ~~period,~~distribution ~~during~~if ~~which~~it ~~significant~~determines ~~investments~~that inany of the representations, statements or ~~technology~~assumptions ~~and~~or ~~infrastructure~~undertakings ~~would~~that bewere ~~required.~~included Inin the ~~case~~request offor ~~expansion~~the ~~through~~IRS private ~~organic~~letter ~~growth,~~ruling weare ~~could~~false ~~face~~or ~~substantial~~have ~~barriers~~been toviolated ~~entry~~or if it disagrees with the conclusions in ~~new~~the ~~markets~~opinion of counsel that are not covered by the IRS ruling. In addition, ~~and~~if ~~barriers~~any ~~impeding~~of ~~expansion~~the ~~within existing~~representations, ~~markets~~statements ~~due~~or ~~primarily~~assumptions toupon which the ~~risks~~opinion ~~and~~of ~~concerns~~counsel ~~discussed~~was ~~above~~based were or become inaccurate, ~~among~~the ~~others~~opinion may be invalid.

If any of the IAC spin-offs were to fail to qualify as a transaction that is generally tax-free for U.S. federal income tax purposes, then IAC would incur material income tax liabilities for which the Company could be liable. Under applicable federal income tax rules, the Company is severally liable for any federal income taxes imposed on IAC with respect to taxable periods during which the Company was a member of IAC's consolidated federal income tax return group, including the period in which the IAC spin-offs were consummated. Under the Tax Sharing Agreement that the Company entered into with IAC and the other Spincos, the Company generally is required to indemnify IAC and the other Spincos for any taxes resulting from the Company's spin-off to the extent such amounts resulted from (i) any act or failure to act by the Company described in the covenants in the Tax Sharing Agreement, (ii) any acquisition of equity securities or assets of the Company or (iii) any breach by the Company of any representation or covenant contained in the separation documents or in the documents relating to the IRS private letter ruling and/or tax opinions. Corresponding indemnification provisions also apply to the other Spincos. The Company is entitled to indemnification from IAC, among other things, if, the Company is liable for, or otherwise required to make a payment in respect of, a the Company spin-off tax liability for which the Company is not responsible under the Tax Sharing Agreement and, if applicable, is unable to collect from the Spinco responsible for such liability under the Tax Sharing Agreement. The Company's ability to collect under these indemnity provisions would depend on the financial position of the indemnifying party.

Certain transactions in IAC, the Company, or other Spinco equity securities could cause one or more of the IAC spin-offs to be taxable to IAC and may give rise to indemnification obligations of the Company under the Tax Sharing Agreement.

Current U.S. federal income tax law creates a presumption that any of the IAC spin-offs would be taxable to IAC if it is part of a "plan or series of related transactions" pursuant to which one or more persons acquire directly or indirectly stock representing a 50% or greater interest (by vote or value) in IAC or a Spinco (including the Company). Acquisitions that occur during the four-year period that begins two years before the date of a spin-off are presumed to occur pursuant to a plan or series of

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related transactions, ~~Foreign~~unless ~~Currency~~it ~~Risks—We~~is ~~face~~established ~~risks~~that ~~and~~the ~~uncertainties~~acquisition ~~related~~is not pursuant to ~~foreign~~a ~~currency~~plan ~~exchange~~or ~~rate~~series ~~fluctuations~~of transactions that includes the spin-off.

ToThese rules limit the ~~extent~~Company's ~~that~~ability ~~costs~~during ~~and~~the ~~prices~~two-year ~~for~~period ~~services~~following ~~are~~the ~~established~~Company's inspin-off ~~local~~to ~~currencies~~enter ~~and~~into ~~adjusted~~certain totransactions ~~U.S.~~that ~~dollars~~might ~~based~~be onadvantageous ~~then-current~~to ~~exchange~~the Company ~~rates~~and its stockholders, weparticularly ~~will~~issuing beequity ~~exposed~~securities to ~~foreign~~satisfy ~~exchange~~financing ~~rate~~needs, ~~fluctuations.~~repurchasing ~~After~~equity ~~accounting~~securities, ~~for~~and, ~~such~~under ~~fluctuations~~certain circumstances, weacquiring ~~may~~businesses beor ~~required~~assets towith equity ~~record~~securities ~~significant~~or ~~gains~~agreeing orto ~~losses,~~be acquired. Under the ~~amount~~ ofTax ~~which~~Sharing ~~will~~Agreement, ~~vary~~there ~~based~~are restrictions on ~~then~~the ~~current~~Company's ~~exchange~~ability ~~rates,~~to ~~which~~take ~~could~~such ~~cause~~actions ~~our~~for ~~results~~a toperiod ~~differ~~of ~~materially~~25 months from ~~expectations~~the day after the date of the Company's spin-off. AsEntering weinto ~~continue~~the merger agreement with Live Nation did not violate these restrictions because, prior to ~~expand~~entering ~~our~~into ~~international~~the ~~presence~~agreement, ~~our~~the ~~exposure~~Company toprovided ~~exchange~~IAC ~~rate~~with ~~fluctuations~~an ~~will~~unqualified ~~increase,~~opinion ~~which~~of ~~may~~tax ~~have~~counsel acontemplated ~~negative~~by ~~impact~~the onTax ~~our~~Sharing ~~financial~~Agreement ~~results~~and IAC confirmed that the opinion was satisfactory to IAC.

In addition ~~Future~~to ~~Capital~~actions ~~Needs—We~~of ~~may~~IAC ~~have~~and ~~future~~the ~~capital~~Spincos ~~needs~~(including the Company), certain transactions that are outside their control and ~~may~~therefore not besubject ~~able~~ to ~~obtain~~the ~~additional~~restrictive ~~financing~~covenants contained in the Tax Sharing Agreement, such as a sale or disposition of the stock of IAC or the stock of a Spinco by certain persons that own five percent or more of any class of stock of IAC or a Spinco could have a similar effect on ~~acceptable~~the ~~terms~~tax-free status of a spin-off as transactions to which IAC or a Spinco is a party. As of the date of the Company's spin-off, Liberty Media and certain of its affiliates, in the aggregate, owned IAC stock representing approximately 61.6% by vote and 29.9% by value and, immediately subsequent to the Company's spin-off, owned stock of each Spinco representing approximately 29.9% by vote and value. Accordingly, in evaluating the Company's ability to engage in certain transactions involving its equity securities, the Company will need to take into account the activities of Liberty Media and its affiliates.

InAs a ~~connection~~result ~~with~~of ~~our~~these rules, even if each IAC spin-off ~~from~~otherwise ~~IAC,~~qualifies weas ~~incurred~~a ~~indebtedness~~transaction ofthat ~~approximately~~is ~~$765~~generally tax-free for U.S. ~~million~~federal ~~and~~income ~~have~~tax ~~since~~purposes, ~~drawn~~transactions ~~down~~involving anSpinco ~~additional~~or ~~$100~~IAC ~~million~~equity ~~from~~securities ~~our~~(including ~~revolving~~transactions ~~line~~by certain significant stockholders) could cause IAC to recognize taxable gain with respect to the stock of ~~credit~~the Spinco as described above. ~~Our~~Although ~~future~~the ~~capital~~restrictive ~~needs~~covenants ~~may~~and ~~include~~indemnification ~~funds~~provisions ~~necessary~~contained toin ~~develop~~the ~~new~~Tax ~~services~~Sharing orAgreement are intended to ~~enhance~~minimize ~~our~~the ~~existing~~likelihood ~~services,~~that tosuch an event will ~~complete~~occur, ~~acquisitions~~one or more of the IAC spin-offs may become taxable to ~~otherwise~~IAC ~~take~~as ~~advantage~~a result of ~~business~~transactions ~~opportunities~~in IAC or ~~respond~~Spinco toequity ~~competitive~~securities. ~~pressures~~As discussed previously, the Company could be liable for such taxes under the Tax Sharing Agreement or under applicable federal income tax rules.

~~These~~In ~~arrangements~~connection ~~and~~with ~~current~~the ~~market~~merger ~~conditions~~with ~~may~~Live ~~limit~~Nation, ~~our~~the ~~ability~~Company toreceived ~~secure~~(i) two ~~additional~~unqualified ~~financing~~opinions inof ~~the~~tax ~~future~~counsel on(one ~~favorable~~dated ~~terms~~as orof atthe ~~all.~~date ~~Our~~of ~~ability~~execution toof ~~secure~~the ~~additional~~definitive merger ~~financing~~agreement and ~~satisfy~~one ~~our~~dated ~~financial~~as ~~obligations~~of ~~under~~the ~~indebtedness~~closing ~~outstanding~~date ~~from~~of ~~time~~the tomerger) ~~time~~that ~~will~~the ~~depend~~transaction ~~upon~~as ~~our~~contemplated ~~future~~in ~~operating~~the ~~performance,~~definitive ~~which~~merger isagreement ~~subject~~will tonot ~~then~~have ~~prevailing~~an ~~general~~adverse ~~economic and~~tax ~~credit~~effect ~~market~~on ~~conditions~~the Company's spin-off, ~~including~~and ~~interest~~(ii) IAC's ~~rate~~written ~~levels~~acknowledgement ~~and~~that the ~~availability~~closing ofdate ~~credit~~opinion ~~generally,~~was in form and ~~financial,~~substance ~~business~~satisfactory ~~and~~to ~~other~~IAC. ~~factors~~However, ~~many~~the ofIRS ~~which~~may ~~are~~disagree ~~beyond~~with ~~our~~the ~~control.~~conclusions ~~The prolonged~~in ~~continuation~~these oropinions ~~worsening~~ of ~~current~~counsel ~~credit~~and ~~market~~determine ~~conditions~~that ~~would~~the ~~have~~merger acaused ~~material~~the ~~adverse~~Company's ~~effect~~spin-off onto ~~our~~be ~~ability~~taxable to ~~secure~~IAC. ~~financing~~Were onthis ~~favorable~~to ~~terms~~occur and that position were sustained, ifthe atCompany ~~all~~would be required to make material indemnification payments to IAC.

~~We may~~ beThe ~~unable~~spin-off toagreements ~~secure~~were additional financing or financing on favorable terms or our operating cash flow may be insufficient to satisfy our financial obligations under indebtedness outstanding from time to time (if any). Furthermore, if financing is not available when needed, or is available on unfavorable terms, we may be unable to develop new services or enhance our existing services, complete acquisitions or otherwise take advantage of business opportunities or respond to competitive pressures, any of which could have a material adverse effect on our business, financial condition and results of operations. If additional funds are raised through the ~~issuance~~result of ~~equity~~arm's ~~securities,~~length ~~our stockholders may experience significant dilution~~negotiations. ~~Also, our ability to engage in significant equity issuances is limited in order to preserve the tax-free nature of the spin-off, as explained in the above risk factors.~~

The ~~Volatile~~agreements ~~Stock~~that ~~Price—Our~~the ~~stock~~Company ~~price~~entered ~~has~~into ~~been~~with ~~volatile~~ IAC and the other Spincos in connection with the spin-offs, including the Separation and Distribution Agreement, Tax Sharing Agreement, Employee Matters Agreement and Transition Services Agreement, were established by IAC, in consultation with the Spincos, with the intention of maximizing the value to current IAC's shareholders. Accordingly, the terms for the Company may not be as favorable as would have resulted from negotiations among unrelated third parties.

Our common stock began trading on the NASDAQ Stock Market on August 21, 2008 upon completion of the spin-off (and for a short period prior to that were listed on a "when-issued" basis). Since this time, the market price of our common stock has been volatile. It is likely that the market price of our common stock will continue to be subject to significant fluctuations. We believe that future announcements concerning us, our competitors or our principal customers, including technological innovations, new product and service introductions, governmental regulations, litigation or changes in earnings estimated by us or analysts may cause the market price of our common stock to fluctuate substantially in the future. Sales of substantial amounts of outstanding common stock in the public market could materially and adversely affect the market price of our common stock. Further, in recent months the stock market has experienced extreme price fluctuations in equity securities of listed companies. These price and volume fluctuations often have been unrelated to the operating

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performance of those companies. These fluctuations, as well as general economic, political and market conditions, such as armed hostilities, acts of terrorism, civil disturbances, recessions, international currency fluctuations, or tariffs and other trade barriers, may materially and adversely affect the market price of our common stock.

Changing Customer Requirements and Industry Standards—Our businesses may not be able to adapt quickly enough to changing customer requirements and industry standards.

The e-commerce industry is characterized by evolving industry standards, frequent new service and product introductions and enhancements and changing customer demands. Our businesses may not be able to adapt quickly enough and/or in a cost-effective manner to changes in industry standards and customer requirements and preferences, and their failure to do so could adversely affect our business, financial condition and results of operations. In addition, the continued widespread adoption of new internet or telecommunications technologies and devices or other technological changes could require our businesses to modify or adapt their respective services or infrastructures. The failure of our businesses to modify or adapt their respective services or infrastructures in response to these trends could render their existing websites, services and proprietary technologies obsolete, which could adversely affect our business, financial condition and results of operations.

In addition, we are currently in the process of migrating our international brands and businesses to the Ticketmaster System in an attempt to provide consistent and state-of-the-art services across our businesses and to reduce the cost and expense of maintaining multiple systems, which we may not be able to complete in a timely or cost-effective manner. Delays or difficulties in implementing the Ticketmaster System, as well as any new or enhanced systems, may limit our ability to achieve the desired results in a timely manner. Also, we may be unable to devote financial resources to new technologies and systems in the future, which could adversely affect our business financial condition and results of operations.

Compliance with Laws, Rules and Regulations—Our failure to comply with existing laws, rules and regulations as well as changing laws, rules and regulations and other legal uncertainties, could adversely affect our business, financial condition and results of operations.

Since our businesses sell tickets and provide related services to consumers through a number of different online and offline channels, they are subject to a wide variety of statutes, rules, regulations, policies and procedures in various jurisdictions in the United States and abroad, which are subject to change at any time. For example, our businesses conduct marketing activities via the telephone and/or through online marketing channels, which activities are governed by numerous federal and state regulations, such as the Telemarketing Sales Rule, state telemarketing laws and the CAN-SPAM Act, among others. Our businesses are also subject to laws, rules and regulations applicable to providers of primary ticketing and ticket resale services, which in some cases regulate the amount of transaction and other fees that they may be charged in connection with primary ticketing sales and/or the ticket prices that may be charged in the case of ticket resale services. New legislation of this nature is introduced from time to time in various (and is pending in certain) jurisdictions in which our businesses sell tickets and provide services. For example, several U.S. states and cities, Canadian provinces, the United Kingdom and European countries prohibit the resale of tickets at prices greater than the original face price (in the case of certain jurisdictions, without the consent of the venue) and/or prohibit the resale of tickets to certain types of events. Our various businesses have recently been named as defendants in several purported class action lawsuits and other actions and investigations alleging violations of these types of laws (See Item 3—Legal Proceedings). The failure of our businesses to comply with these laws and regulations could result in fines and/or proceedings against us by governmental agencies and/or consumers, which if material, could adversely affect our business, financial condition and results of operations. In addition, the promulgation of new laws, rules and regulations that restrict or otherwise

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unfavorably impact the ability or manner in which our businesses provide primary ticketing and ticket resale services would require our businesses to change certain aspects of their business, operations and client relationships to ensure compliance, which could decrease demand for services, reduce revenues, increase costs and/or subject us to additional liabilities.

In addition, the application of various domestic and international sales, use, value-added and other tax laws, rules and regulations to our historical and new products and services is subject to interpretation by applicable taxing authorities. While we believe that we are compliant with current tax provisions, taxing authorities may take a contrary position and such positions may adversely affect our business, financial condition and results of operations.

From time to time, federal, state and local authorities and/or consumers commence investigations, inquiries or litigation with respect to compliance by us and our businesses with applicable consumer protection, advertising, unfair business practice, antitrust (and similar or related laws) and other laws. Our businesses have historically cooperated with authorities in connection with these investigations and have satisfactorily resolved each such material investigation, inquiry or litigation. Recently, several states and Canadian provinces have commenced investigations or inquiries regarding the relationship between Ticketmaster Entertainment and TicketsNow. We have incurred significant legal expenses in connection with the defense of governmental investigations and litigation in the past and will be required to incur additional expenses in the future regarding such investigations and litigation. In the case of antitrust (and similar or related) matters, any adverse outcome could limit or prevent our businesses from engaging in the ticketing business generally (or in a particular market thereof) or subject them to potential damage assessments, all of which could have a material adverse effect on our business, financial condition and results of operations. See Item 3—Legal Proceedings for a description of certain current legal proceedings involving the Company.

Maintenance of Systems and Infrastructure—Our success depends, in part, on the integrity of our systems and infrastructures. System interruption and the lack of integration and redundancy in these systems and infrastructures may have an adverse impact on our business, financial conditions and results of operations.

Our success depends, in part, on our ability to maintain the integrity of our systems and infrastructure, including websites, information and related systems, call centers and distribution and fulfillment facilities. System interruption and the lack of integration and redundancy in our information systems and infrastructures may adversely affect our ability to operate websites, process and fulfill transactions, respond to customer inquiries and generally maintain cost-efficient operations. We may experience occasional system interruptions that make some or all systems or data unavailable or prevent our businesses from efficiently providing services or fulfilling orders. We also rely on affiliate and third-party computer systems, broadband and other communications systems and service providers in connection with the provision of services generally, as well as to facilitate, process and fulfill transactions. Any interruptions, outages or delays in our systems and infrastructures, our businesses, our affiliates and/or third parties, or deterioration in the performance of these systems and infrastructures, could impair the ability of our businesses to provide services, fulfill orders and/or process transactions. Fire, flood, power loss, telecommunications failure, hurricanes, tornadoes, earthquakes, acts of war or terrorism, acts of God and similar events or disruptions may damage or interrupt computer, broadband or other communications systems and infrastructures at any time. Any of these events could cause system interruption, delays and loss of critical data, and could prevent our businesses from providing services, fulfilling orders and/or processing transactions. While our businesses have backup systems for certain aspects of their operations, disaster recovery planning by its nature cannot be sufficient for all eventualities. In addition, we may not have adequate insurance coverage to compensate for losses from a major interruption. If any of these adverse events were to occur, it could adversely affect our business, financial conditions and results of operations.

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In addition, any penetration of network security or other misappropriation or misuse of personal consumer information could cause interruptions in the operations of our businesses and subject us to increased costs, litigation and other liabilities. Network security issues could lead to claims against us for other misuse of personal information, such as for unauthorized purposes or identity theft, which could result in litigation and financial liabilities, as well as administrative action from governmental authorities. Security breaches could also significantly damage our reputation with consumers and third parties with whom we do business. It is possible that advances in computer capabilities, new discoveries, undetected fraud, inadvertent violations of company policies or procedures or other developments could result in a compromise of information or a breach of the technology and security processes that are used to protect consumer transaction data. As a result, current security measures may not prevent any or all security breaches. We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. We also face risks associated with security breaches affecting third parties with which we are affiliated or otherwise conduct business online. Consumers are generally concerned with security and privacy of the Internet, and any publicized security problems affecting our businesses and/or those of third parties may discourage consumers from doing business with us, which could have an adverse effect on our business, financial condition and results of operations.

Privacy—The processing, storage, use and disclosure of personal data could give rise to liabilities as a result of governmental regulation, conflicting legal requirements or differing views of personal privacy rights.

In the processing of consumer transactions, our businesses receive, transmit and store a large volume of personally identifiable information and other user data. The sharing, use, disclosure and protection of this information are governed by the privacy and data security policies maintained by us and our businesses. Moreover, there are federal, state and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and user data. Specifically, personally identifiable information is increasingly subject to legislation and regulations in numerous jurisdictions around the world, the intent of which is to protect the privacy of personal information that is collected, processed and transmitted in or from the governing jurisdiction. We could be adversely affected if legislation or regulations are expanded to require changes in business practices or privacy policies, or if governing jurisdictions interpret or implement their legislation or regulations in ways that negatively affect our business, financial condition and results of operations.

Our businesses may also become exposed to potential liabilities as a result of differing views on the privacy of consumer and other user data collected by these businesses. Our failure, and/or the failure by the various third party vendors and service providers with which we do business, to comply with applicable privacy policies or federal, state or similar international laws and regulations or any compromise of security that results in the unauthorized release of personally identifiable information or other user data could damage the reputation of these businesses, discourage potential users from trying our products and services and/or result in fines and/or proceedings by governmental agencies and/or consumers, one or all of which could adversely affect our business, financial condition and results of operations.

Intellectual Property—We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

We may fail to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties. We regard our intellectual property rights, including patents, service marks, trademarks and domain names, copyrights, trade secrets and similar intellectual property (as applicable) as critical to our success. Our businesses also rely heavily upon software codes, informational databases and other components that make up their products and services.

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We rely on a combination of laws and contractual restrictions with employees, customers, suppliers, affiliates and others to establish and protect these proprietary rights. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use trade secret or copyrighted intellectual property without authorization which, if discovered, might require legal action to correct. In addition, third parties may independently and lawfully develop substantially similar intellectual properties.

We have generally registered and continue to apply to register, or secure by contract when appropriate, our trademarks and service marks as they are developed and used, and reserve and register domain names as we deem appropriate. We generally consider the protection of our trademarks to be important for purposes of brand maintenance and reputation. While we vigorously protect our trademarks, service marks and domain names, effective trademark protection may not be available or may not be sought in every country in which products and services are made available, and contractual disputes may affect the use of marks governed by private contract. Similarly, not every variation of a domain name may be available or be registered, even if available. Our failure to protect our intellectual property rights in a meaningful manner or challenges to related contractual rights could result in erosion of brand names and limit our ability of to control marketing on or through the internet using our various domain names or otherwise, which could adversely affect our business, financial condition and results of operations.

Some of our businesses have been granted patents and/or have patent applications pending with the United States Patent and Trademark Office and/or various foreign patent authorities for various proprietary technologies and other inventions. We consider applying for patents or for other appropriate statutory protection when we develop valuable new or improved proprietary technologies or inventions are identified, and will continue to consider the appropriateness of filing for patents to protect future proprietary technologies and inventions as circumstances may warrant. The status of any patent involves complex legal and factual questions, and the breadth of claims allowed is uncertain. Accordingly, any patent application filed may not result in a patent being issued or existing or future patents may not be adjudicated valid by a court or be afforded adequate protection against competitors with similar technology. In addition, third parties may create new products or methods that achieve similar results without infringing upon patents that we own. Likewise, the issuance of a patent to us does not mean that our processes or inventions will not be found to infringe upon patents or other rights previously issued to third parties.

From time to time, we are subject to legal proceedings and claims in the ordinary course of business, including claims of alleged infringement of the trademarks, copyrights, patents and other intellectual property rights of third parties. In addition, litigation may be necessary in the future to enforce our intellectual property rights, protect trade secrets or to determine the validity and scope of proprietary rights claimed by others. Any litigation of this nature, regardless of outcome or merit, could result in substantial costs and diversion of management and technical resources, any of which could adversely affect our business, financial condition and results of operations. Patent litigation tends to be particularly protracted and expensive.

Key Employees—Failure to attract and retain key employees could adversely impact our business.

In order to be successful, we must attract and retain talented executives and other key employees, including those in managerial, technical, sales, marketing, and support positions. Our businesses require individuals with relevant experience and diverse skill sets, and the market for these personnel is highly competitive. The failure to attract employees with the requisite skills and abilities to our Company, or the loss of key employees, such as our Chief Executive Officer, Irving Azoff, who not only has a leadership role for the Company as a whole but also is critical to the success of our artist services business, could adversely impact our ability to meet key objectives, such as the timely and effective development and delivery of products and services, and could otherwise have a significant impact on our operations.

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Goodwill Impairment—A significant portion of our goodwill recently became impaired and may suffer further impairment in the future. Any future impairment could negatively affect our financial results and financial condition.

In accordance with U.S. generally accepted accounting principles, we test goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired. If the carrying amount of our goodwill exceeds its implied fair value, an impairment loss equal to the excess is recorded. During the year ended December 31, 2008, we recognized a total non-cash charge of $1.1 billion related to the impairment of goodwill of our Ticketing reporting unit. As of December 31, 2008, after giving effect to the impairment charge, we had goodwill of approximately $455.8 million, which constituted approximately 27% of our total assets at that date. Due to the volatile stock market, the current economic uncertainty and other factors, the Company cannot assure investors that remaining goodwill will not be further impaired in future periods. Impairment may result from, among other things, a significant and sustained decline in our stock prices and market capitalization, a significant decline in our expected cash flows, an adverse change in the business climate and slower growth rates in our industry. If we are required to record an impairment charge for our goodwill in the future, this would adversely impact our financial condition and financial results.

Item 1B. Unresolved Staff Comments

~~Not applicable~~None.

Item 2. Properties

~~Ticketmaster~~The ~~Entertainment~~Company's principal executive offices are those of its parent, Live Nation, located at 9348 Civic Center Drive, Beverly Hills, California; its corporate operating offices are located at 8800 W. Sunset Blvd., West Hollywood, California, where the Company currently leases approximately 7082,000 square feet from IAC. ~~Ticketmaster~~The ~~Entertainment~~Company also leases office space in various cities throughout the United States and in the various jurisdictions abroad in which it has operations pursuant to short- ~~and~~ and long-term leases of adequate duration. In addition, ~~Ticketmaster~~the ~~Entertainment~~Company owns a small ~~office in Vancouver, Canada and a small~~ plot of land outside of Albuquerque, New Mexico. ~~Ticketmaster~~ ~~Entertainment~~The Company believes that its facilities are adequate in the locations where it currently does business.

The following table shows the location, approximate square footage, use and related business segment of each of the material principal properties used by the Company. All such properties are leased.

Location	State (U.S.) or Country		Use	Segment
UNITED STATES:
West Hollywood	California	81,547	Office building	Corporate
Chandler	Arizona	4,333	Data Center	Ticketing
Los Angeles	California	54,532	Office building	Artist Services
El Segundo	California	7,956	Data Center	Ticketing
Pharr	Texas	41,736	Office building, call center	Ticketing
Los Angeles	California	5437,~~532~~055	Office ~~Building~~building	~~Artist Services~~Ticketing
West Hollywood	California	68,127	Office Building	Corporate
Crystal Lake	Illinois	35,496	Office building	Ticketing
Pharr	Texas	41,736	Office Building, call center	Ticketing
Scottsdale	Arizona	32,000	Office building, data center	Ticketing
Ashburn	Virginia	5,300	Data Center	Ticketing
Irvine	California	31,720	Office building	Ticketing
Charleston	West Virginia	24,941	Office Building, call center	Ticketing
London	United Kingdom	31,700	Office building	Ticketing

Item 3. Legal Proceedings

In the ordinary course of business, ~~Ticketmaster~~the ~~Entertainment~~Company is a party to various legal proceedings, including those noted in this section. ~~Ticketmaster~~The Company ~~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 the Company, 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 the Company, 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 the Company. The Company also evaluates other contingent matters, including tax contingencies, to assess the probability and estimated extent of potential loss. See Item 15. Exhibits and Financial Statement Schedules—Note 8—Income Taxes to the Consolidated Financial Statements for discussion related to income tax contingencies. Except as expressly noted herein, the Company intends to vigorously defend or prosecute all pending legal matters.

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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 8—Income Taxes of the Notes to the Consolidated Financial Statements for discussion related to income tax contingencies. Except as expressly noted herein, Ticketmaster Entertainment intends to vigorously defend or prosecute all pending legal matters.

UPS Consumer Class Action Litigation

~~Curt Schlessinger et al. v. Ticketmaster, No. BC304565 (Superior Court, Los Angeles County).~~ 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~~California's ofUnfair ~~the~~Competition Law ("UCL"), codified at California Business and Professions Code section 17200 et seq., 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 ~~December~~July 3120, 2004, ~~the court denied~~ Ticketmaster Entertainment's filed a motion for summary judgment. OnThe ~~April 1,~~Court ~~2005,~~heard the ~~court~~motion ~~denied~~on ~~the~~December 20, ~~plaintiffs'~~2004, ~~motion~~and ~~for~~denied ~~leave~~Ticketmaster toEntertainment's ~~amend~~motion, ~~their complaint to include UPS-delivery fees charged~~ in ~~connection with ticket orders placed by telephone. Citing Proposition 64~~part, abased ~~California ballot initiative that outlawed so-called "representative" actions brought~~ on ~~behalf~~Plaintiffs' ofarguments ~~the general public, the court ruled~~ that ~~since~~they ~~the~~were ~~named plaintiffs did~~ not ~~order~~challenging ~~their~~Ticketmaster ~~tickets~~Entertainment's byrights ~~telephone, they lacked standing~~ to ~~assert~~make a ~~claim~~profit, ~~based~~but oninstead ~~telephone ticket sales. The plaintiffs~~ were ~~granted~~only ~~leave~~challenging toTicketmaster ~~file~~Entertainment's anUPS delivery ~~amended~~charges ~~complaint~~based ~~that~~on ~~would~~Plaintiffs' ~~survive~~"misleading ~~application~~pass-through" theory of ~~Proposition 64~~liability.

On ~~August~~December 317, ~~2005~~2004, ~~the plaintiffs filed an amended class-action and representative-action complaint alleging (i) as before, that~~ Ticketmaster Entertainment's ~~website disclosures~~filed ~~in respect of~~ its ~~charges~~first motion for ~~UPS~~judgment ~~ticket~~on ~~delivery violate Section 17200 of~~ the ~~California~~pleadings ~~Business~~based ~~and~~on ~~Professions Code, and (ii) for~~ the ~~first~~passage ~~time, that Ticketmaster Entertainment's website disclosures in respect~~ of ~~its~~Proposition ~~ticket~~64, ~~order-processing~~which ~~fees~~became ~~constitute~~effective ~~false advertising~~ in ~~violation of Section~~ November ~~17500~~2004. ofPlaintiffs opposed the ~~California Business and Professions Code~~motion. ~~On this~~The ~~latter~~Court ~~claim,~~heard the ~~amended~~motion ~~complaint~~on ~~seeks~~April 1, ~~restitution~~2005, orand ~~disgorgement~~explained ofthat ~~the~~Plaintiffs ~~entire~~could ~~amount~~not ofproceed ~~order-processing~~with ~~fees~~a ~~charged~~representative byaction ~~Ticketmaster~~without ~~Entertainment~~amending the ~~during~~complaint ~~the~~to ~~applicable~~comply ~~statute~~with ~~of limitations~~class ~~period~~action procedures.

On ~~September~~August 131, 2005, ~~in light of~~ the ~~newly~~plaintiffs ~~pleaded~~filed ~~claim~~their ~~based~~first ~~upon~~amended ~~order-processing fees~~complaint, ~~Ticketmaster~~for ~~Entertainment removed~~ the ~~case~~first totime ~~federal~~pleading ~~court~~this ~~pursuant~~case toas ~~the~~a ~~recently enacted~~putative ~~federal~~class ~~Class Action Fairness Act~~action. ~~See~~The ~~Curt~~first ~~Schlessinger~~amended etcomplaint ~~al.~~alleged (i) as v.before, that Ticketmaster, ~~No. 05-CV-6515~~Entertainment's ~~(U.S.~~website ~~District Court,~~disclosures ~~Central~~in ~~District~~respect of ~~California).~~its Oncharges ~~October 3,~~for ~~2005,~~UPS ~~the~~ticket ~~plaintiffs~~delivery ~~filed~~violate athe ~~motion~~UCL, toand ~~remand~~(ii) for the ~~case~~first ~~to state court~~time, ~~which~~that Ticketmaster Entertainment's ~~opposed.~~website Ondisclosures ~~March 23,~~in ~~2006, the~~respect ~~federal~~of ~~district~~its ~~court~~ticket ~~issued~~order-processing anfees ~~order~~constitute ~~granting~~false ~~the~~advertising ~~plaintiffs~~in violation of California's ~~motion~~False toAdvertising ~~remand~~Law ~~the~~("FAL"), ~~case~~codified toat California ~~state~~Business ~~court.~~and OnProfessions ~~April~~Code sections 4,17500 ~~2006,~~et ~~Ticketmaster~~seq. ~~Entertainment~~On ~~filed~~this alatter ~~petition~~claim, ~~for~~the ~~leave~~amended tocomplaint ~~appeal the~~seeks ~~district~~restitution ~~court's~~or ~~order~~disgorgement toof the ~~United~~entire ~~States~~amount ~~Court~~ of ~~Appeals~~order-processing ~~for~~fees charged ~~the~~by ~~Ninth~~Ticketmaster ~~Circuit,~~Entertainment ~~which~~during the ~~plaintiffs~~applicable ~~opposed.~~statute Onof ~~May 25,~~limitations ~~2006,~~period.

On September 25, 2006, Ticketmaster Entertainment filed their second 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 (2006), and Pfizer Inc. v. Superior Court (Galfano), 141 Cal. App. 4th 290 (2006)) 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 September 20, 2007, the Court heard Plaintiffs' motion for class certification. On December 19, 2007, the Court issued an Order denying the motion without prejudice and continuing the stay of the case pending resolution of In re Tobacco II (the lead case before the Supreme Court on the relevant issues).

On May 18, 2009, the California Supreme Court decided the Tobacco II case. On April 1, 2009, the Court granted plaintiff's motion for leave to file a Second Amended Complaint that purports to clarify plaintiff's existing claims under the UCL and FAL and adds new claims that (a) Ticketmaster Entertainment's order processing fees are unconscionable under the UCL and (b) Ticketmaster Entertainment's alleged business practices violate the "unlawful" prong of the UCL because they also allegedly constitute an underlying violation of California's Consumer Legal Remedies Act (codified at

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California Civil Code sections 1750 et seq.). Ticketmaster Entertainment filed a demurrer to the Second Amended Complaint on May 8, 2009. ~~federal~~Plaintiffs filed a Third Amended Complaint to attempt to cure deficiencies in the Second Amended Complaint and to seek to address the California Supreme Court's holding in Tobacco II. Ticketmaster Entertainment filed a demurrer to the Third Amended Complaint on July 3. The court overruled Ticketmaster Entertainment's demurrers on October 20, 2009. Plaintiffs filed their second class certification motion on August 31, 2009, which Ticketmaster Entertainment opposed on September 21, 2009. On February 5, 2010, the court granted certification of ~~appeals~~a ~~issued~~class anas ~~order~~to ~~denying~~the first two causes of action (which allege that Ticketmaster Entertainment misrepresents/omits the fact that there is a profit component in its UPS and Order Processing Fees). The class will consist of California consumers who purchased tickets through Ticketmaster Entertainment's ~~petition;~~website asfrom 1999 to the present. The court denied certification of a ~~result,~~class on the ~~case~~third ~~was~~and ~~remanded~~fourth tocauses ~~state~~of action, which allege that Ticketmaster Entertainment's UPS and Order Processing fees are unconscionably high. The parties are awaiting a formal order from the court.

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, and Pfizer 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 July 11, 2007, the court lifted its stay of the action for the limited purpose of allowing the plaintiffs to proceed with their motion for class certification. The parties thereafter submitted supplemental briefing in support of their respective positions and argued the motion at a September 20 hearing. On December 19, 2007, the court issued an order denying the plaintiffs' motion for class certification without prejudice. The court also issued an order staying the action for an additional 180 days or until the California Supreme Court issues a ruling in the Tobacco II and Pfizer appeals. Oral argument in the Tobacco II case took place on March 3, 2009. On February 20, 2009, plaintiffs filed a motion for leave to file a second amended complaint, which purports to add the allegation that Ticketmaster Entertainment's order processing fees are unconscionably high. Ticketmaster Entertainment opposed the motion on March 16, 2009. The hearing is scheduled for April 1, 2009.

2001 Securities Class Action Litigation

In re Ticketmaster Online-CitySearch, Inc. Initial Public Offering Securities Litigation, Case No. 01 Civ. 10822 (S.D.N.Y.). 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, individuals, and underwriters in the U.S. District Court for the Southern District of New York in In 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, however, on October 10, 2008, the Court granted plaintiff's request for the withdrawal of that motion. 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.

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On June 10, 2004, plaintiffs and the issuer and individual defendants in the consolidated litigation had submitted to the district court for approval a proposed settlement that had previously been approved by various insurers of the issuer defendants. Approval of the proposed settlement would have resulted in the dismissal of all claims against Ticketmaster Entertainment with no material impact on the Company. However, in the wake of the appellate reversal of the district court's class-certification order, the Court signed a stipulation and order terminating the proposed settlement on June 25, 2007.

Canadian Consumer Class Action Litigation Relating to TicketsNow

~~Krajewski~~In v.February of 2009, five putative consumer class action complaints were filed in Canada against TNow Entertainment Group, Inc. ("TicketsNow"), Ticketmaster Entertainment, ~~Inc.,~~ Ticketmaster Canada Ltd., ("Ticketmaster Canada") and Premium Inventory, Inc., ~~Case~~All ~~No. CV-09-00371983-00CP~~of ~~(Ontario~~the ~~Superior~~cases ~~Court~~allege ~~of Justice);~~essentially ~~Brandsma~~the v.same ~~Ticketmaster~~set ~~Entertainment, Inc.~~of facts and causes ~~Ticketmaster~~of ~~Canada Ltd.,~~action: ~~Case No. CV-09-372316-00CP~~each ~~(Ontario~~plaintiff ~~Superior~~purports ~~Court~~to represent a class consisting of ~~Justice);~~all ~~Labossiere~~persons v.who ~~TNow~~purchased ~~Entertainment~~a ~~Group, Inc.,~~ticket from Ticketmaster Entertainment, ~~Inc.,~~ Ticketmaster Canada ~~Ltd.,~~ ~~and~~or ~~Premium~~TicketsNow ~~Inventory, Inc.,~~from ~~Case~~early NoFebruary of 2007 to the present. ~~CI-09-01-60049~~ ~~(The~~Each ~~Queen's Bench,~~proposed ~~Winnipeg~~class ~~Centre);~~purports ~~Marshall~~to v.extend ~~TicketsNow~~to ~~Entertainment~~United ~~Group, Inc~~States as well as Canadian consumers., The complaints allege in essence that Ticketmaster Entertainment~~, Inc.,~~ and Ticketmaster Canada ~~Ltd.,~~ conspired ~~and~~to ~~Premium Inventory Inc.,~~divert ~~Case~~a ~~No. 06-000462-099~~large ~~(Quebec~~number ~~Superior~~of ~~Court,~~tickets ~~District~~for resale through the TicketsNow website at prices higher than face value in violation of ~~Montreal);~~Ontario's ~~Murray~~Ticket v.Speculation ~~TNow~~Act, ~~Entertainment~~the Amusement Act of ~~Group~~Manitoba, ~~Inc.,~~ ~~Ticketmaster~~the ~~Entertainment, Inc.,~~Amusement ~~Ticketmaster~~Act ~~Canada Ltd.~~of Alberta, and ~~Premium~~the ~~Inventory~~Quebec Consumer Protection Act, ~~Inc~~ respectively., ~~Case~~The ~~No. 0901-02400 (Queen~~Ontario case contains the additional allegation that Ticketmaster Entertainment and TicketsNow's service ~~Bench~~fees run afoul of ~~Alberta)~~anti-scalping laws. Each lawsuit seeks compensatory and punitive damages on behalf of the class.

~~In February~~ of 2009, five putative consumer class action complaints were filed in Canada against TNow Entertainment Group, Inc., Ticketmaster Entertainment, Inc., 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 asConsumer ~~well~~Class asAction ~~Canadian~~Litigation ~~consumers.~~Relating ~~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 Brandsma case, filed in Ontario, contains the additional allegation that Ticketmaster Entertainment and TicketsNow's service fees run afoul of anti-scalping laws. Each lawsuit seeks $500 million in compensatory damages and $10 million in punitive damages on behalf of the class.

From February through June of 2009, eleven purported class action lawsuits asserting causes of action under various state consumer protection laws were filed against Ticketmaster Entertainment and TicketsNow in District Courts in California, ~~Consumer~~New ~~Class~~Jersey, ~~Action~~Minnesota, ~~Litigation~~Pennsylvania ~~Relating~~and North Carolina. The lawsuits allege that Ticketmaster Entertainment and TicketsNow unlawfully 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.com instead of Ticketmaster.com. Plaintiffs further claim that Ticketmaster Entertainment violated various state consumer protection laws by allegedly "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. Plaintiffs claim that Ticketmaster Entertainment has been unjustly enriched by this conduct and seek compensatory damages, a refund to every class member of the difference between face value and the amount paid to TicketsNow, an injunction preventing Ticketmaster Entertainment from engaging in further unfair business practices with TicketsNow, and attorney fees and costs. On July 20, 2009, all of the cases were consolidated and transferred to the Central District of California. Plaintiffs filed their consolidated class action complaint on September 25, 2009. Ticketmaster Entertainment filed its answer on October 26, 2009.

Diamond v. Ticketmaster Entertainment, Inc. and Ticketsnow.com, Inc., Case No. CV 09-0912 (CBM) (United States District Court, Central District of California). On February 6, 2009, a purported 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 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. 22

Wenzel v. Ticketmaster Entertainment, Inc., Case No. CV 09-01234 (GHK) (United States District Court, Central District of California). On February 20, 2009, a putative class action lawsuit was filed against Ticketmaster Entertainment, Inc. in the Central District of California. 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."

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~~The plaintiff~~ ~~claims~~Litigation ~~that~~Relating ~~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. Plaintiff claims Ticketmaster Entertainment has been unjustly enriched by this conduct and seeks compensatory damages, a refund to every class member of the ~~difference~~Merger ~~between face value and the amount paid to TicketsNow, an injunction preventing Ticketmaster Entertainment from engaging in further unfair business practices~~ with ~~TicketsNow,~~Live ~~and attorney fees and costs.~~ Nation

~~Campbell~~Ticketmaster Entertainment and each of its directors have been named as defendants in two lawsuits filed in the Superior Court of California, Los Angeles County (the "Court"), challenging the merger: McBride v. Ticketmaster Entertainment, Inc., No. BC407677, and ~~TicketsNow~~Police and Fire Retirement System of the City of Detroit v.~~com,~~ Ticketmaster Entertainment, Inc., ~~Case~~ No. ~~CV09-1968~~BC408228. ~~(PSG)~~These ~~(United~~actions ~~States~~were consolidated ~~District~~under ~~Court~~the caption In re Ticketmaster Entertainment Shareholder Litigation, ~~Central~~ ~~District~~Lead ofCase ~~California)~~No. BC407677, Onby a court order dated March 2330, 2009,. aThe ~~purported~~plaintiffs ~~class~~filed ~~action~~an amended complaint ~~asserting~~in ~~causes~~the ofconsolidated action ~~under~~on ~~California's~~July 2, ~~Business~~2009, ~~and~~a ~~Professions~~second ~~Code~~amended complaint on September 10, 2009, and ~~the~~a ~~California~~third ~~Consumer~~amended ~~Legal~~complaint ~~Remedies~~on ~~Act~~November 19, ~~was~~2009, ~~filed~~which ~~against~~superseded ~~Ticketmaster~~the ~~Entertainment~~earlier ~~and TicketsNow~~complaints. The ~~lawsuit~~third amended consolidated complaint generally alleges that Ticketmaster Entertainment and ~~TicketsNow~~its ~~committed~~directors ~~unfair~~breached their ~~business~~fiduciary ~~practices~~duties by, ~~among~~entering ~~other~~into ~~things, "redirecting"~~the ~~consumers~~Merger ~~from~~Agreement ~~Ticketmaster.com~~without regard to ~~TicketsNow.com.~~the ~~Plaintiff~~fairness ~~purports~~of its terms to ~~represent~~the aTicketmaster ~~nationwide~~Entertainment ~~class~~stockholders ~~consisting~~and in return for illicit payments of "~~all~~surplus" Live ~~persons~~Nation ~~who~~stock. ~~were~~The ~~redirected~~third ~~from~~amended consolidated complaint also alleges that the joint proxy statement/prospectus of Live Nation and Ticketmaster Entertainment, which is a part of the final Form S-4 Registration Statement of Live Nation that was filed with the SEC on November 6, 2009, contains material omissions and misstatements.~~com~~ toPlaintiffs moved for a ~~TicketsNow~~preliminary injunction barring the completion of the merger on December 4, 2009.~~com~~ ~~and~~The ~~purchased~~Court ~~tickets~~denied ~~above~~this ~~face~~motion ~~value~~in ~~from~~a ~~TicketsNow~~hearing on December 22, 2009.~~com."~~ ~~Plaintiff~~The ~~seeks~~Ticketmaster ~~disgorgement~~Entertainment and ~~restitution~~Live Nation shareholders, respectively, approved the merger in shareholder meetings held on ~~behalf~~January 8, of2010. Plaintiffs continue to prosecute the ~~class~~case, ~~and~~now ~~attorneys~~seeking compensatory damages, attorneys' fees and ~~costs~~expenses. The Ticketmaster Entertainment Defendants answered the third amended consolidated complaint on January 21, 2010, denying its allegations and asserting defenses.

~~Securities~~Federal ~~Class~~Trade ~~Action~~Commission ~~Litigation Relating to Proposed Merger~~Investigation

~~McBride v.~~ Ticketmaster Entertainment~~, Inc.,~~ Case No. BC407677 (Superior Court of California, Los Angeles County); Police & Fire Retirement System of the City of Detroit v. Ticketmaster Entertainment, Inc. et al., Case No. BC408228 (Superior Court of California, Los Angeles County). Two putative securities class actions were filed in California Superior Court against Ticketmaster Entertainment and ~~its~~TicketsNow ~~Board~~have ~~of Directors~~entered oninto ~~February 13~~a ~~and~~settlement ~~February 20,~~agreement ~~2009,~~with ~~respectively. The plaintiff in~~ the ~~McBride~~Federal ~~case~~Trade ~~alleges~~Commission ~~that the Live Nation transaction~~ (~~the~~ "~~Transaction~~FTC") ~~delivers insufficient value~~ to ~~Ticketmaster Entertainment stockholders; that~~ resolve the ~~board~~FTC's ~~failed~~investigation toof ~~adequately~~methods ~~consider~~by ~~alternative~~which ~~transactions; and that~~ Ticketmaster Entertainment ~~insiders~~ ~~benefit~~and ~~disproportionately~~TicketsNow ~~from~~previously ~~the~~advertised ~~Transaction.~~and ~~Among~~sold ~~other~~tickets ~~things,~~to ~~the~~consumers ~~complaint~~on ~~seeks an injunction against~~ the ~~consummation~~TicketsNow ofresale ~~the~~marketplace. ~~Transaction~~Pursuant ~~and~~to ~~compensatory~~a ~~damages for Ticketmaster~~Stipulated ~~Entertainment~~Final ~~stockholders.~~Judgment ~~The~~dated ~~second putative class action~~February 18, ~~Police & Fire Retirement System of the City of Detroit~~2010, ~~was filed against~~ Ticketmaster Entertainment and ~~the~~TicketsNow ~~members~~will ofmake ~~its~~restitutionary ~~Board~~payments ~~of Directors in the same Los Angeles court in which the McBride complaint was filed. The focus~~to ofcertain ~~this~~consumers ~~case~~claiming isto ~~the~~be ~~alleged~~unsatisfied ~~failure~~with ofticket ~~Ticketmaster~~purchases ~~Entertainment~~made tofrom ~~obtain~~ the ~~highest~~TicketsNow ~~price~~online ~~and~~resale onmarketplace, ~~alleged~~as ~~insufficiencies~~well inas ~~the~~additional ~~deal~~disclosures ~~protections.~~(1) when ~~Also~~linking ~~included~~between isprimary ~~a disclosure claim, which alleges~~and ~~that~~resale ~~Ticketmaster~~ticket ~~Entertainment~~sites ~~wrongfully~~and ~~failed~~(2) pertaining to ~~disclose certain antitrust-related schedules with~~ the ~~merger~~issue ~~agreement,~~of ~~which~~speculative ~~the~~ticket ~~plaintiff~~postings ~~alleges~~and ~~makes~~anticipated itticket ~~difficult~~delivery ~~for stockholders to assess certain provisions of the merger agreement~~dates.

Item 4. Submission of Matters to a Vote of Security Holders

~~There~~Omitted ~~were~~pursuant noto ~~matters~~General ~~submitted~~Instruction I(2)(c) to ~~a vote of any of the Company's security holders during the fourth quarter of 2008~~Form 10-K.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities

~~Our~~The common stock ~~has~~of ~~been~~Ticketmaster ~~quoted~~Entertainment, Inc., our predecessor corporation, was listed on the Nasdaq Stock Market, Inc. ("NASDAQ") under the ticker symbol "TKTM" ~~since~~ from August 12, 2008. ~~Prior~~until ~~to that time~~January 25, ~~there was no public market for our common stock~~2010. AsThe offollowing ~~March 27,~~table ~~2009,~~sets ~~there~~forth ~~were~~the ~~approximately~~intra-day ~~2,052~~high ~~holders of record of our common stock~~ and ~~the~~low prices ~~closing~~per ~~price~~share offor our common stock onduring ~~such~~the ~~date~~periods ~~was~~indicated: ~~$4.06 on NASDAQ.~~

The following table sets forth the intra-day high and low prices per share for our common stock during the periods indicated:

Quarter Ended	High		Low

September 30, 2008 (beginning August 12)	$	27.00	$	9.52
December 31, 2008	$	13.33	$	3.33
March 31, 2009	$	7.22	$	3.42
June 30, 2009	$	8.23	$	3.60
September 30, 2009	$	12.90	$	5.49
December 31, 2009	$	13.00	$	9.26

Year Ended December 31, 2008		High			Low
Fourth Quarter		$	13.33		$	3.33
Third Quarter (from August 12, 2008 through September 30, 2008)			27.00			9.52

As of January 25, 2010, Live Nation is the indirect owner of all the common equity in the Company, and there is no public market for the common equity of the Company.

WeAny ~~have~~distributions ~~not~~in ~~paid~~respect ~~any~~of ~~dividends~~the onownership ~~our~~interests ~~common~~of ~~stock~~the ~~since~~Company ~~our common stock began trading on~~ (the ~~Nasdaq~~limited ~~Stock~~liability ~~Market.~~company ~~Our~~equivalent ~~Board~~ of ~~Directors~~a ~~has~~dividend noin ~~current~~respect ~~plans~~of tothe ~~pay~~common ~~cash~~stock ~~dividends. Future~~of ~~dividend~~a ~~policy~~corporation) will depend on our earnings, capital requirements, financial condition and other factors considered relevant by ~~our~~Live ~~Board~~Nation ofas ~~Directors~~our sole owner (subject to restrictions in the documents governing our indebtedness). InThere ~~addition, (i) our merger agreement with Live Nation prohibits Ticketmaster Entertainment from paying dividends to holders of our common stock without Live Nation's consent, and (ii) there~~ are restrictions on our ability to pay dividends under our senior secured credit facility.

During the quarter ended December 31, ~~2008~~2009, the Company did not issue or sell any shares of its common stock or other equity securities pursuant to unregistered transactions. The Company did not purchase any shares of its common stock during the quarter ended December 31, ~~2008~~2009.

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Item 6. Selected Financial Data

~~The~~Omitted ~~following~~pursuant ~~table~~to ~~presents~~General ~~summary selected historical financial information for Ticketmaster Entertainment for each of the years in the five-year period ended December~~Instruction ~~31,~~I(2)(a) ~~2008.~~to ~~This data was derived, in part, from the consolidated financial statements and related notes included at the end of this report beginning on page~~Form F10-1K. The information set forth is not necessarily indicative of future results and should be read in conjunction with the consolidated financial statements and related notes thereto, and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

These consolidated financial statements present our results of operations, financial position, redeemable preferred stock and stockholders' equity, comprehensive income, and cash flows, on a combined basis up 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 Reserve America and the investment in Active.com that were owned, and included the investment in Front Line that was not owned by Ticketmaster Entertainment prior to the spin-off by legal entities that comprise Ticketmaster Entertainment's businesses. 24

On October 29, 2008, the Company acquired an additional equity interest in Front Line, giving Ticketmaster Entertainment a controlling interest. As a result, the Company has consolidated the results of Front Line from the acquisition date. 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. Intercompany transactions and accounts have been eliminated.

	Year Ended December 31,
	2008			2007		2006		2005		2004
	(Dollars in thousands, except per share data)
Consolidated Statement of Operations Data:
Revenue	$	1,454,525		$	1,240,477	$	1,062,672	$	928,704	$	747,838
Operating (loss) income		(954,143	)		216,316		224,891		166,015		112,404
Net (loss) income		(1,005,499	)		169,351		176,701		117,699		69,023
Net (loss) earnings per share available to common stockholders:
Basic and diluted(1)	$	(17.84	)	$	3.01	$	3.15	$	2.10	$	1.23
Share used in computing earnings per share:
Basic and diluted		56,353			56,171		56,171		56,171		56,171
Consolidated Balance Sheet Data (end of period):
Working capital	$	163,117		$	269,917	$	59,642	$	96,477	$	63,222
Total assets		1,706,567			2,306,534		1,815,711		1,772,430		1,593,879
Long-term debt		865,000			—		—		—		—
Minority interest		69,544			7,812		669		—		3,485
Redeemable preferred stock		9,888			—		—		—		—
Total stockholders' equity		166,570			N/A		N/A		N/A		N/A
Total invested equity		N/A			1,739,177		1,357,837		1,353,045		1,270,899

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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

GENERAL

Forward-Looking Statements

Forward-looking statements in this Annual Report on Form 10-K 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:

•

our recently-completed merger with Live Nation;

•

adverse changes in economic conditions generally, including the current worldwide economic downturn, or in any of the markets or industries in which the businesses of the Company operate;

•

changes in senior management at the Company;

•

adverse changes to, or interruptions in, relationships with third parties;

•

changes affecting the ability of the Company to efficiently maintain and grow the market share of its various brands, as well as to extend the reach of these brands through a variety of distribution channels and to attract new (and retain existing) customers;

•

consumer acceptance of new products and services offered by the Company;

•

the rates of growth of the Internet and the e-commerce industry;

•

changes adversely affecting the ability of the Company to adequately expand the reach of its businesses into various international markets, as well as to successfully manage risks specific to international operations and acquisitions, including the successful integration of acquired businesses;

•

regulatory legislative and legal actions and conditions affecting the Company, including:

•: the promulgation of new, and/or the amendment of existing laws, rules and regulations applicable to the Company and its businesses;
•: changes in the application or interpretation of existing laws, rules and regulations in the case of the businesses of the Company. In each case, laws, rules and regulations include, among others, those relating to sales, use, value-added and other taxes, software programs, consumer protection and privacy, intellectual property, the Internet and e-commerce; and
•: the outcome of pending and future legal proceedings to which the Company is a party;

•

competition from other companies;

•

changes adversely affecting the ability of the Company and its businesses to adequately protect intellectual property rights, as well as to obtain licenses or other rights with respect to

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intellectual property in the future, which may or may not be available on favorable terms (if at all);

•: the substantial indebtedness of the Company and the possibility that the Company may incur additional indebtedness;
•: third-party claims alleging infringement of intellectual property rights by the Company or its businesses, which could result in the expenditure of significant financial and managerial resources, injunctions or the imposition of damages, as well as the need to enter into formal licensing or other similar arrangements with such third parties, which may or may not be available on favorable terms (if at all);
•: the Company's ability to successfully implement expense reduction measures; and
•: natural disasters, acts of terrorism, war or political instability.

Certain of these factors and other factors, risks and uncertainties are discussed in Part I, Item 1A of this Annual Report on Form 10-K. 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 this Annual Report on Form 10-K, 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~~off from IAC/InterActive Corp

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 the common stock of four wholly-owned subsidiaries, ~~including~~(the ~~Ticketmaster Entertainment~~"Spincos"), ~~Inc.,~~ aincluding ~~Delaware~~the ~~corporation, formerly known as Ticketmaster~~Company.

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"). ~~Our~~The Company's businesses include the businesses that formerly comprised IAC's Ticketmaster segment, which ~~consists~~included ofIAC's ~~its~~ domestic and international ticketing and ticketing related businesses, subsidiaries and investments, excluding ~~its~~the Company's ReserveAmerica subsidiary and its investment in Active.com. ~~Ticketmaster~~At ~~Entertainment~~the ~~includes~~time of the Spin-off, the Company included IAC's minority investment in Front Line. On October 29, 2008, the Company acquired an additional equity interest in Front Line, giving ~~Ticketmaster~~the ~~Entertainment~~Company a controlling interest in Front Line. As a result, the Company consolidated the results of Front Line from the acquisition date.

Upon completion ~~Pending~~of ~~Merger~~the Spin-off (and for a short period prior to that, on a "when issued" basis), the Company's shares began trading on The Nasdaq Global Select Market ("NASDAQ") under the symbol "TKTM." In conjunction with ~~Live~~the ~~Nation~~ Spin-off, the Company 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 the Company's separation from IAC, which included the net proceeds of $723.6 million from a combination of privately issued debt

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 26

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~~the~~securities ~~Company's capital stock issued~~ and ~~outstanding~~bank ~~immediately~~borrowings. ~~prior~~Refer to ~~the consummation of the merger are entitled to receive in the merger represents 50~~Item 15.~~01%~~ ofExhibits ~~the total voting power of the Live Nation capital stock issued~~ and ~~outstanding~~Financial ~~immediately~~Statement ~~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~~Schedules—Note A9—Long-Term 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, 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 mergerDebt. ~~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.~~

Merger with Live Nation

On February 10, 2009, the Company entered into a definitive agreement to merge with Live Nation, Inc. The merger with Live Nation was completed on January 25, 2010 (the "Merger"). As part of the Merger, among other things, (i) Ticketmaster Entertainment, which up to that time was a Delaware corporation named Ticketmaster Entertainment, Inc. ("Old Ticketmaster"), merged into an indirect, wholly-owned subsidiary of Live Nation ("Merger Sub"), (ii) Merger Sub continued as the surviving entity and Old Ticketmaster ceased to exist, (iii) Merger Sub was renamed Ticketmaster Entertainment LLC, a single member limited liability company with an indirect, wholly-owned subsidiary of Live Nation as its sole member, (iv) each issued and outstanding share of common stock of Old Ticketmaster was converted into 1.4743728 shares of common stock of Live Nation plus cash in lieu of any fractional shares, and (v) Live Nation changed its name to Live Nation Entertainment, Inc. As a result, Ticketmaster Entertainment is now an indirect, wholly-owned subsidiary of Live Nation, and Live Nation remains a publicly-traded company with its shares listed on the New York Stock Exchange under the symbol "LYV." See Item 15. Exhibits and Financial Statement Schedules—Note 3—Merger with Live Nation to the Consolidated Financial Statements for a more detailed discussion related to the Merger.

Basis of Presentation

These 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~~temporary ~~preferred~~equity ~~stock~~ and ~~stockholders'~~ equity, comprehensive income, and cash flows, on a ~~combined~~consolidated basis. ~~through~~The ~~the~~consolidated ~~spin-off~~financial onstatements ~~August 20,~~include ~~2008,~~the ~~and~~Company's oninvestment ain ~~consolidated~~Front ~~basis~~Line, ~~thereafter.~~which ~~Our~~was ~~pre~~consolidated ~~spin-off~~beginning ~~financial~~on ~~statements~~October 29, ~~were~~2008, ~~prepared~~when onthe aCompany ~~combined~~increased ~~basis~~its ~~rather~~ownership ~~than~~interest afrom ~~consolidated~~39.4% ~~basis~~to ~~because~~82.3% ~~they~~(approximately ~~excluded~~75% ~~Ticketmaster~~on ~~Entertainment's~~a ~~former~~diluted ~~Reserve America subsidiary and its investment in Active~~basis).~~com,~~ ~~which~~Prior ~~were transferred~~ to ~~IAC~~October 29, ~~and~~2008, ~~included~~ the investment in Front Line ~~that~~ was ~~not~~accounted ~~owned~~for ~~prior~~using to the ~~spin-off~~equity bymethod ~~legal~~of ~~entities that comprise Ticketmaster Entertainment businesses~~accounting.

~~The~~We ~~Company's~~prepared ~~investment~~the inconsolidated ~~Front~~financial ~~Line~~statements ~~was~~from ~~consolidated~~the ~~beginning~~historical ~~October 29,~~results ~~2008,~~of ~~when~~operations and historical basis of the ~~Company~~assets ~~increased~~and ~~its~~liabilities ~~ownership~~of ~~interest~~the ~~from~~Company ~~39.4%~~with tothe ~~82.3%.~~exception ~~Prior~~of toincome ~~October 29,~~taxes. ~~2008,~~We ~~the~~computed ~~investment~~income intaxes ~~Front~~using ~~Line~~our ~~was~~stand-alone ~~accounted~~tax ~~for~~rate. ~~using~~Our ~~the~~income ~~equity~~tax ~~method~~payable ofas ~~accounting.~~well ~~The~~as ~~ownership~~deferred ~~of Reserve~~tax ~~America~~assets and liabilities represent the ~~investment~~estimated inimpact ~~Active.com~~of ~~were~~filing ~~retained~~a byconsolidated income tax return with IAC ~~after~~through the ~~spin~~Spin-off., ~~These~~and ~~consolidated~~filing ~~financial~~a ~~statements~~standalone ~~present~~consolidated ~~IAC's~~income ~~and~~tax ~~its~~return ~~subsidiaries~~thereafter. ~~net~~We ~~investment~~eliminated ~~in Ticketmaster~~all ~~Entertainment~~significant ~~businesses~~intercompany astransactions ~~invested~~and ~~capital~~accounts infor ~~lieu~~periods prior ofto ~~stockholders'~~the ~~equity~~Spin-off.

WeUntil ~~prepared~~ the ~~consolidated~~Spin-off, ~~financial~~we ~~statements~~recorded expense allocations from ~~the~~IAC, ~~historical~~which ~~results~~consisted of ~~operations~~certain ~~and~~IAC ~~historical~~general ~~basis~~corporate ofoverhead ~~the~~expenses, ~~assets~~based ~~and~~on ~~liabilities~~the ratio of ~~Ticketmaster~~our ~~Entertainment~~revenue ~~with~~as ~~the~~a ~~exception~~percentage of ~~income~~IAC's ~~taxes~~total revenue. WeThe ~~computed~~general ~~income~~corporate ~~taxes~~overhead ~~using~~allocations ~~our~~primarily ~~stand-alone~~included ~~tax~~expenses ~~rate.~~relating ~~Our~~to ~~income~~accounting, ~~tax~~treasury, ~~payable~~legal, astax, ~~well~~corporate assupport, ~~deferred~~human ~~tax~~resource ~~assets~~functions and internal ~~liabilities~~audit. ~~represent~~Since the ~~estimated~~Spin-off, ~~impact~~we ofhave ~~filing~~been ~~a consolidated~~performing ~~income~~these ~~tax~~functions ~~return~~using ~~with~~our ~~IAC~~own ~~through~~resources ~~the~~or ~~spin-off~~purchased services, ~~and~~including ~~filing~~services apurchased ~~standalone~~from ~~consolidated~~IAC ~~income~~pursuant ~~tax~~to ~~return~~the transitional ~~thereafter.~~services Weagreement ~~have~~among ~~eliminated~~IAC ~~all significant intercompany transactions~~ and ~~accounts for periods prior to~~ the ~~spin-off~~Spincos.

~~Until~~The ~~the~~historical ~~spin-off,~~financial westatements ~~recorded~~are ~~expense~~based ~~allocations~~on ~~from~~certain ~~IAC,~~assumptions ~~which~~about ~~consisted~~the ofCompany ~~certain~~as ~~IAC~~a ~~general~~stand-alone ~~corporate~~company. ~~overhead~~Our ~~expenses~~management ~~based~~believes on the ~~ratio~~assumptions ofunderlying ~~our~~the ~~revenue~~historical consolidated asfinancial ~~a percentage~~statements of ~~IAC's~~the ~~total~~Company ~~revenue~~are reasonable. ~~The~~However, ~~general~~this ~~corporate~~financial ~~overhead~~information ~~allocations~~does ~~primarily~~not ~~included~~necessarily ~~expenses~~reflect ~~relating~~what tothe ~~accounting,~~historical ~~treasury,~~financial ~~legal~~position, ~~tax,~~results ~~corporate~~of ~~support,~~operations ~~human resource functions~~ and cash ~~internal~~flows ~~audit.~~of ~~Since~~ the ~~spin-off,~~Company wewould have been ~~performing~~if ~~these~~the ~~functions~~Company ~~using~~had ~~our~~been ~~own~~a ~~resources~~stand-alone orcompany ~~purchased~~during ~~services, including services purchased from IAC pursuant to~~ the ~~transitional~~ ~~services~~entire ~~agreement~~period ~~among IAC and the Spincos~~presented.

The historical 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. 27

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Management Overview

~~Ticketmaster~~The ~~Entertainment~~Company is the world's leading live entertainment ticketing and marketing company based on the number of tickets sold, providing ticket sales, ticket resale services, marketing and distribution through www.ticketmaster.com, one of the largest e-commerce sites on the ~~internet~~ Internet, approximately 76,~~100~~700 independent sales outlets and 17 call centers worldwide. ~~Ticketmaster~~The ~~Entertainment~~Company 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~~The ~~Entertainment~~Company 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~~The ~~Entertainment~~Company licenses its technology in Mexico, Argentina, Brazil, Chile, ~~China~~ and ~~Belgium~~ China.

Sources of Revenue

Ticketing

~~Ticketmaster~~The ~~Entertainment~~Company 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~~The Company ~~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~~the ~~Entertainment~~Company; (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~~our websites, as well as the services to be rendered to the client.

Artist Services

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~~that 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~~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.

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Operating Costs

~~Ticketmaster~~The ~~Entertainment~~Company records ticket operations costs specifically associated with the distribution of tickets sold through its system. The largest components of these operating costs are royalties paid to clients as a share of convenience and order processing fees, credit card fees, payroll, telecommunication and data ~~communication~~ costs associated with the Company's call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and other expenses including ticket stock and postage. These costs are primarily variable in nature. Direct payroll costs relate to the Company's call centers. Outlet commissions are paid to music chains, department stores and other independent retail locations in exchange for their providing space and personnel to service ticket purchases. The participation, if any, by clients in Ticketmaster Entertainment's revenue from convenience and order processing fees is set forth in Ticketmaster Entertainment's contracts with its clients.

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communication costs associated with the Company's call centers, commissions paid on tickets distributed through independent sales outlets away from the box office, and other expenses including ticket stock and postage. These costs are primarily variable in nature. Direct payroll costs relate to our call centers. Outlet commissions are paid to music chains, department stores and other independent retail locations in exchange for their providing space and personnel to service ticket purchases. The participation, if any, by clients in the Company's revenue from convenience and order processing fees is set forth in our contracts with its clients.

Channels of Distribution; Marketing Costs

~~Ticketmaster~~The ~~Entertainment~~Company sells tickets online, through independent sales outlets, ~~and~~ call centers and via mobile devices. During the year ended December 31, ~~2008~~2009, 7377%, 1613%, 1110% and less than 1% of primary tickets were sold through these channels, respectively.

~~Ticketmaster~~The ~~Entertainment~~Company owns and operates various branded websites, both in the U.S. and abroad, which are customized to reflect services offered in each jurisdiction and designed to promote ticket sales for live events and disseminate event, performer and related merchandise information online. Consumers can access www.ticketmaster.com directly from affiliated websites and through numerous direct links from banners and event profiles hosted by approved third party websites.

As of December 31, ~~2008~~2009, ~~Ticketmaster~~the ~~Entertainment~~Company had approximately 76,~~100~~700 independent sales outlets worldwide, including approximately 21,~~000~~800 in the United States and approximately 54,~~100~~900 in various jurisdictions abroad. ~~Ticketmaster~~The ~~Entertainment~~Company pays independent sales outlets a commission, ~~the~~which ~~amount~~averaged ~~in 2008 ranged from~~ approximately 17% ~~to 25%~~ of ~~Ticketmaster Entertainment's~~our convenience charge in 2009.

As of December 31, ~~2008~~2009, ~~Ticketmaster~~the ~~Entertainment~~Company operated 17 call centers worldwide, through which consumers can generally purchase tickets by telephone, or by way of an interactive voice response system, seven days a week, for at least 2022 hours per day.

~~Ticketmaster~~The ~~Entertainment~~Company markets and offers services directly to customers through www.ticketmaster.com and its other branded websites ~~allowing~~ allowing customers to transact directly with ~~Ticketmaster~~us ~~Entertainment~~ in a convenient manner. ~~Ticketmaster~~The ~~Entertainment~~Company also pays fees to market and distribute services on third party distribution channels, such as ~~internet~~Internet portals and search engines. In addition, some of ~~Ticketmaster~~the ~~Entertainment~~Company's businesses manage affiliate programs, pursuant to which they pay commissions and fees to third parties based on revenue earned. ~~Ticketmaster~~The ~~Entertainment~~Company has made, and expects to continue to make, investments in online and offline advertising to build its brands and drive traffic to its businesses.

Clients routinely agree by contract to include ~~Ticketmaster~~the ~~Entertainment~~Company's name, logos, and applicable website address and charge-by-phone number in advertisements in all forms of media promoting the availability of their tickets. The ~~Ticketmaster~~Company's ~~Entertainment~~ brand name and logo are also prominently displayed on printed tickets, ticket envelopes and email alerts about upcoming events that we ~~Ticketmaster Entertainment~~ sends to its customers.

Access to Supply

~~Ticketmaster~~The ~~Entertainment~~Company's primary ticketing services, and to a lesser extent, its ticketing resale services, depend significantly upon ~~the~~our ~~Company's~~ ability to secure ticketing inventory through existing clients and new clients. The Company believes that the ability of its ticketing clients to reach a large qualified audience through its brands and businesses, including through its multiple distribution channels, is a significant benefit. The Company seeks to maintain and renew client contracts, and enter into new client contracts, on a favorable basis.

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clients and new clients. Ticketmaster Entertainment believes that the ability of its ticketing clients to reach a large qualified audience through its brands and businesses, including through its multiple distribution channels, is a significant benefit. Ticketmaster Entertainment seeks to maintain and renew client contracts, and enter into new client contracts, on a favorable basis. Revenue attributable to our largest client, Live Nation (including its subsidiary, House of Blues), represented approximately 13% of our total revenue in 2008. This client relationship consisted of four agreements, two with Live Nation (a worldwide agreement (other than England, Scotland and Wales) that expired without renewal on December 31, 2008 and an agreement covering England, Scotland and Wales that expires on December 31, 2009) and two with House of Blues (a U.S. agreement that expires on December 31, 2009 and a Canadian agreement that expires on March 1, 2010). Revenue attributable to the worldwide agreement and the agreement covering England, Scotland and Wales represented approximately 9% and 2%, respectively, of our total revenues in 2008. The worldwide agreement expired on December 31, 2008, and we anticipate that none of the other agreements will be renewed. Live Nation launched its own ticketing business in 2009 to ticket Live Nation events and has publicly announced that it intends to use its ticketing system to distribute tickets for third-party live events. Revenue generated from the four Live Nation agreements for the years ended December 31, 2008, 2007 and 2006 is provided in the table below:

	Years ended December 31,
	Expiration Date		2008		2007		2006
	(Dollars in thousands)
Live Nation—Worldwide agreement		12/31/08	$	126,200	$	138,832	$	142,972
Live Nation—England, Scotland, Wales agreement		12/31/09		30,676		34,935		33,575
House of Blues—U.S. agreement		12/31/09		26,662		24,960		24,866
House of Blues—Canadian agreement		3/1/10		8,540		7,704		7,027
Total revenue under Live Nation agreements			$	192,078	$	206,431	$	208,440

Economic and Other Trends and Events; Industry Specific Factors

The ticketing services industry has experienced significant changes over the past decade due to the advent of online commerce. The increase in the number of online ticket sales as a percentage of all ticket sales has resulted in a general decrease in ticketing costs, making it easier for clients to manage ticket sales in-house, either using proprietary technology or stand-alone, automated ticketing systems licensed from a third party. The growth of online commerce has also contributed to the growth of resale ticketing services and the consolidation of those services, which historically has been very fragmented, consisting of a significant number of local brokers with limited inventory selling through traditional storefronts. In addition, entertainment-related expenditures such as ticket sales are sensitive to business and personal discretionary spending levels, which might tend to decline during general economic downturns.

Ticketmaster Entertainment has taken steps to replace the revenue it expects to lose following the expiration of its primary contract with Live Nation at the end of 2008. These include a number of discrete investments including new acquisitions, efforts to gain scale in the market for ticket resale services and adding resources into growth efforts internationally which come with up-front costs. 29

During the second quarter of 2008, Ticketmaster Entertainment began a comprehensive review of its worldwide cost structure in the light of significant investments that have been made through increased operating and capital expenditures, acquisitions in recent periods, and in advance of the termination of the Live Nation agreement in 2009. As a result of this review, commencing in the third quarter of 2008, Ticketmaster Entertainment began to effect 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 other operating costs and other discretionary costs. In order to achieve these cost savings, certain up-front costs, principally severance costs of $8.6 million were incurred during the third and fourth quarters of 2008. The cost-reduction efforts were completed in the first quarter of 2009.

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ticket sales has resulted in a general decrease in ticketing costs, making it easier for clients to manage ticket sales in-house, either using proprietary technology or stand-alone, automated ticketing systems licensed from a third party. The growth of online commerce has also contributed to the growth of resale ticketing services and the consolidation of those services, which historically has been very fragmented, consisting of a significant number of local brokers with limited inventory selling through traditional storefronts. In addition, entertainment-related expenditures such as ticket sales are sensitive to business and personal discretionary spending levels, which might tend to decline during general economic downturns.

The Company has taken steps to increase revenue from new markets and opportunities. These include a number of discrete investments including new acquisitions, efforts to gain scale in the market for ticket resale services and adding resources into growth efforts internationally, which come with up-front costs.

In 2008, the Company began a comprehensive review of its worldwide cost structure in the light of significant investments that have been made through increased operating and capital expenditures, acquisitions in recent periods, and in advance of the termination of the Live Nation ticketing agreement in 2009. As a result of this review, the Company began to effect a series of actions to reduce annual operating expenses from reductions in personnel, consolidation of customer contact centers, and reductions in other operating and discretionary costs. The cost-reduction efforts were completed in the first quarter of 2009, resulting in estimated reductions in operating expenses of approximately $54.2 million in fiscal 2009.

Live Nation Merger Concessions

On January 25, 2010, the Merger Agreement was approved by the DOJ after the Company and Live Nation agreed to concessions required by the DOJ. The DOJ required, among other concessions, that the Company divest its Paciolan primary ticketing business to Comcast-Spectacor, L.P., or another acceptable buyer, and that the Company license its proprietary Ticketmaster Host Platform to AEG. For the year ended December 31, 2009, Paciolan contributed revenue, operating income and net income to the Company of $40.9 million, $8.6 million and $6.1 million, respectively. The Company recognized approximately $126.8 million of revenue under its ticketing contracts with AEG in 2009. The Company expects that 2010 results will be negatively impacted by the aforementioned Merger concessions.

International Operations

~~Ticketmaster~~The ~~Entertainment~~Company's future growth depends in part on its ability to expand its brands and businesses abroad, including in Europe and Asia, given the large consumer marketplace for the services that ~~Ticketmaster~~our ~~Entertainment's~~ brands and businesses offer. ~~Ticketmaster~~The ~~Entertainment~~Company's ability to expand its international operations into jurisdictions where ~~Ticketmaster~~we ~~Entertainment~~do ~~does~~ not currently operate depends in part on its ability to identify potential acquisition candidates, acquire them on favorable terms and successfully integrate their operations. In addition, in many countries abroad, access to ticketing inventory is fragmented and may require significant additional investment to achieve profitability levels consistent with ~~Ticketmaster~~the ~~Entertainment~~Company's established businesses. As a percentage of total ~~Ticketmaster Entertainment~~ revenue, international operations represented approximately 3127% in ~~2008~~2009, 3431% in ~~2007,~~2008 and 2934% in ~~2006~~2007.

~~Results~~Emma ~~of Operations for the Years Ended December 31, 2008, 2007 and 2006~~Entertainment

The Company provides primary ticket sales and promotions in China under the Emma Entertainment brand name. For the year ended December 31, 2009, the Company recorded total revenues of $8.7 million, an operating loss of $24.0 million, and a net loss of $19.7 million relating to Emma Entertainment. In the fourth quarter of 2009, the Company decided to exit the Emma Entertainment business in China due to the poor results realized in 2009 and ongoing concerns surrounding the strategic outlook in the Chinese market. The Company expects to wind down and substantially exit the business in the first quarter of 2010.

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Results of Operations for the Years Ended December 31, 2009, 2008 and 2007

Ticketmaster Entertainment Consolidated Results of Operations

Revenue

												~~% Change~~	% Change
			Years ended December 31,
				Years Ended December 31,
												2008 vs. 2007			2007 vs. 2006
													2009 vs. 2008			2008 vs. 2007
			2008			2007			2006
				2009			2008			2007
			~~(Dollars in thousands)~~	(Dollars in thousands)
Revenue—Domestic			$	1,001,953		$	814,851		$	759,339			23	%		7	%
Revenue:
Revenue—International				452,572			425,626			303,333			6	%		40	%
	Ticketing			$	1,294,381		$	1,408,820		$	1,240,477			-8	%		14	%
	Total revenue		$	1,454,525		$	1,240,477		$	1,062,672			17	%		17	%
	Artist services				191,786			45,705			—			NM			NM
		Total Revenue		$	1,486,167		$	1,454,525		$	1,240,477			2	%		17	%

NM: Not meaningful

Consolidated

Revenue in ~~2008~~2009 increased $~~214~~31.06 million, or 172%, from ~~2007~~2008 primarily due to contributions from ~~The~~Front ~~V.I.P. Tour Company ("TicketsNow")~~Line, ~~Paciolan, Inc.~~in ~~("Paciolan")~~which ~~and~~the ~~Front Line,~~ Company acquired ina ~~February,~~majority ~~January~~interest ~~and~~in October 2008, ~~respectively and a 3% higher average revenue per primary ticket worldwide. These increases were~~ partially offset by alower 2%ticketing ~~decline in the number of primary tickets sold worldwide. Domestic~~ revenue ~~grew~~attributable ~~by 23% due primarily~~ to the ~~acquisitions~~Company's ~~mentioned~~largest ~~above.~~client ~~Excluding~~through ~~acquisitions~~2008, ~~domestic~~ ~~revenue~~Live ~~increased~~Nation ~~slightly~~(including ~~primarily~~its ~~due~~subsidiary, ~~to a 4% increase in average revenue per ticket partially offset by a 3% decline in the number~~ House of ~~tickets~~Blues) ~~sold~~following ~~across~~ the ~~concert~~expiration ~~and~~on ~~family categories. International revenue grew by 6%~~December 31, or2008 ~~approximately 8% excluding the impact~~ of ~~foreign exchange, primarily due to a 2% increase in average revenue per ticket. The increases in~~ the ~~average revenue~~principal ~~per~~agreement ~~ticket~~for ~~primarily~~primary ~~resulted~~ticketing ~~from~~services ~~increased revenue from China (Emma Entertainment acquired in August 2007), Canada and Spain. Acquisitions contributed approximately $183.8 million~~ to ~~Ticketmaster~~ ~~Entertainment's~~Live ~~overall revenue growth in 2008~~Nation.

Revenue in ~~2007~~2008 increased $~~177~~214.80 million, or 17%, from ~~2006~~2007 ~~driven by increases in both domestic and international revenue as worldwide tickets sold increased 11%, with a 5% increase in average revenue per primary ticket. Domestic revenue increased 7%,~~ primarily due to acontributions 5%from ~~increase~~acquisitions incompleted ~~average revenue per ticket along with a 2% increase~~ in the ~~number~~year ofended ~~primary~~December 31, ~~tickets sold~~2008. ~~The~~Excluding ~~increase~~the impact inof ~~average~~the ~~domestic~~acquisitions, ticketing revenue ~~per~~grew ~~ticket resulted from higher convenience and processing fees~~ due ~~in part~~ to ~~annual~~higher ~~contractual increases. International~~ revenue ~~increased~~per ~~by 40%~~ticket, ~~or 31%~~partially ~~excluding~~offset ~~the~~by ~~impact of foreign exchange, primarily due to~~ a ~~26%~~decline ~~increase~~ in the number of tickets ~~sold along with a 12% increase in average revenue per ticket~~. The increase in the number of tickets sold primarily resulted from increased ticket sales in the United Kingdom and Canada. International acquisitions contributed approximately $23.2 million, or 2% and 8%, to Ticketmaster Entertainment's overall revenue growth and international growth, respectively, in 2007.

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Ticketmaster Entertainment's largest client through 2008, Live Nation (including its subsidiary House of Blues), represented approximately 13%, 17% and 20% of its consolidated revenue for the years ended December 31, 2008, 2007 and 2006, respectively. See "Access to Supply" for a description of Ticketmaster Entertainment's client relationship with Live Nation, including the termination of certain client agreements as of December 31, 2008.

									% Change
			Years ended December 31,
									2008 vs. 2007			2007 vs. 2006
			2008		2007		2006
			(Dollars in thousands)
Revenue:
	Ticketing		$	1,408,820	$	1,240,477	$	1,062,672		14	%		17	%
	Artist services			45,705		—		—		NM			—
		Total revenue	$	1,454,525	$	1,240,477	$	1,062,672		17	%		17	%

Ticketing

~~Refer~~Revenue tofor ~~"—Consolidated~~the ticketing segment decreased $114.4 million," ~~directly~~or 8%, from 2008 primarily due to the above mentioned lower ticketing revenue attributable to Live Nation. On a world-wide basis, there was an 8% decrease in the number of primary tickets sold, while average revenue per ticket decreased by less than 1%. Excluding the impact of Live Nation, there was a 2% decrease in the number of primary tickets sold and a 3% increase in the average revenue per ticket. Domestic revenue for ticketing decreased $61.8 million, or 6%, from 2008 primarily due to an 8% decrease in the number of primary tickets sold, partially offset by an increase in the average revenue per ticket of less than 1%. The decrease in domestic ticketing volumes was primarily attributable to a ~~discussion~~decline in the Concerts category due to the expiration of ~~revenues~~the principal agreement for primary ticketing with Live Nation. Excluding the impact of Live Nation, there was a 5% increase in ~~our~~the ~~Ticketing~~number ~~segment~~of primary tickets sold domestically. In addition, revenue from resale ticketing declined $11.1 million, or 9%, from 2008 primarily due to a decline in the TicketsNow business. The decrease in revenue from TicketsNow was partially offset by additional resale ticketing revenue attributable to the Company's NFL Ticket Exchange business. International ticketing revenue decreased $52.6 million, or 12%, from 2009 primarily due to a 9% decrease in the number of primary tickets sold along with a 2% decrease in average revenue per ticket in the Company's international operations. The decrease in the number of tickets sold was driven primarily by declines in the Concerts and Sports categories. The decrease in the average revenue per ticket is due largely to the volatility of foreign exchange rates. Excluding the $38.5 million negative impact of foreign exchange rates, international revenue decreased by 3% compared to the prior year, primarily due to sales declines in the Netherlands, China, Australia and Canada, partially offset by higher revenue in the United Kingdom, Spain, Sweden and Ireland.

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Revenue for the ticketing segment in 2008 increased $168.3 million, or 14%, from 2007 primarily due to contributions from TicketsNow and Paciolan, acquired in February and January 2008, respectively, and a 3% higher average revenue per primary ticket worldwide. These increases were partially offset by a 2% decline in the number of primary tickets sold worldwide. Domestic revenue for ticketing grew by 17% due primarily to the TicketsNow and Paciolan acquisitions mentioned above. Excluding acquisitions, domestic revenue increased slightly primarily due to a 4% increase in average revenue per ticket. The increase in the average revenue per ticket was partially offset by a 3% decline in the number of primary tickets, with the largest declines in the Concerts and Family categories. International revenue grew by 6%, or approximately 8% excluding the $5.2 million negative impact of foreign exchange, primarily due to a 2% increase in average revenue per ticket. The increases in the average revenue per ticket primarily resulted from increased revenue from China (Emma Entertainment acquired in August 2007), Canada and Spain. Acquisitions contributed approximately $138.1 million to worldwide revenue growth in the ticketing segment in 2008.

The Company's largest client through 2008, Live Nation (including its subsidiary House of Blues), represented approximately 5%, 13% and 17% of its consolidated revenue for the years ended December 31, 2009, 2008 and 2007, respectively.

Artist Services

On October 29, 2008, the Company acquired additional equity interests in Front Line, giving ~~Ticketmaster~~the ~~Entertainment~~Company a controlling interest in the business. ~~The~~Prior ~~Company~~to ~~has~~the ~~consolidated~~acquisition, the ~~results~~Company ofdid ~~Front~~not ~~Line~~have ~~since~~a ~~the~~presence ~~acquisition~~in ~~date~~the ~~and~~artist ~~has~~services ~~entered~~businesses. ~~into~~Subsequent to the ~~artist~~acquisition, ~~services~~the ~~business~~Company byconsolidated ~~virtue~~the results of ~~the~~Front ~~acquisition.~~Line and ~~The~~began reporting a separate artist services ~~business~~segment. Artist services focuses on artist management, merchandising, VIP ticketing and related artist marketing services activities. From the acquisition date, Front Line generated revenues of $45.7 million, driven by strong touring revenue from its core artist management roster and revenues from Mick Management, which was acquired in November of 2008. Strong retail sales by the merchandise business also contributed to revenue for the period.

Revenue for the artist services segment increased $146.1 million from 2008 as a result of a full year of consolidated operations in 2009. The core artist management group contributed $90.9 million primarily from touring performances by artists under Front Line's management. Revenue from merchandising, VIP ticketing and other marketing services contributed $100.9 million of revenue in 2009.

Revenue for the artist services segment in 2008 totaled $45.7 million from the acquisition date, driven by strong touring revenue from its core artist management roster. Strong retail sales by the merchandise business also contributed to revenue for the period. As the Company did not acquire a controlling interest in Front Line until October 29, 2008, artist services did not exist as a separate segment for 2007.

Cost of Sales

											~~% Change~~		% Change
		Years ended December 31,
				Years Ended December 31,
											2008 vs. 2007			2007 vs. 2006
													2009 vs. 2008			2008 vs. 2007
		2008			2007			2006
				2009			2008			2007
		~~(Dollars in thousands)~~		(Dollars in thousands)
Cost of sales		$	927,889		$	766,538		$	637,152			21	%		20	%
Cost of sales:
As a percentage of total revenue			64	%		62	%		60	%		200	bp		184	bp
	Ticketing			$	812,962		$	907,583		$	766,538			-10	%		18	%
Gross margins			36	%		38	%		40	%		(200)	bp		(184)	bp
	Artist Services				83,190			20,306			—			NM			NM
		Total Cost of sales		$	896,152		$	927,889		$	766,538			-3	%		21	%
As a percentage of total revenue					60	%		64	%		62	%		(349	)bp		200	bp
Gross margins					40	%		36	%		38	%		349	bp		(200	)bp

~~Cost~~NM: Not ofmeaningful 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 2008 increased $161.4~~bp: ~~million from 2007, primarily due to increases of $18.3 million in ticketing royalties resulting from higher revenue and higher~~Basis ~~royalty~~point rates, $39.2 million in compensation and other employee-related costs associated, in part, with a 7% increase in headcount (or 3% decrease excluding recent acquisitions) and $5.7 million in credit card processing fees. Included in these increases was the impact of acquisitions not in the prior year period, which contributed $3.0 million, $25.0 million, $7.5 million and $57.7 million to ticketing royalties, compensation and other

3832

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~~employee-related costs,~~ credit card processing fees and other variable costs, respectively. Other variable costs include merchandise costs and express delivery and shipping costs. Excluding the impact of acquisitions not in the prior year period, cost of sales increased $68.1 million, or 9%. Consolidated

Cost of sales inconsists ~~2007 increased $129.4 million from 2006,~~ primarily ~~due to increases~~ of ~~$65.8 million in~~ ticketing royalties, ~~$20.1 million~~as inwell as compensation and other employee-related costs ~~associated,~~(including stock-based incompensation) ~~part,~~for ~~with~~personnel aengaged ~~12%~~in ~~increase~~call incenter ~~headcount,~~functions and ~~$16.6 million increase in~~ credit card processing fees ~~which resulted from an increase in ticket volume processed online~~. ~~The~~Ticketing ~~increase in ticketing~~ royalties ~~was~~relate ~~primarily due~~ to ~~increased revenue and higher royalty rates. Royalties are driven in part by higher contractual royalty rates included in~~ the ~~renewal~~ ofCompany's ~~contracts~~client's ~~with~~share ~~various promoters and venue clients, and are usually based on a percentage~~ of convenience and ~~processing~~order ~~revenues~~processing charges. ~~Cost~~In ofthe ~~sales~~artist inservices ~~2006~~segment, ~~was~~merchandise ~~favorably~~inventory, ~~impacted~~related ~~by non-recurring~~shipping ~~items.~~costs ~~Domestic~~ and ~~international~~costs ~~ticketing~~associated ~~royalties~~with ~~are~~VIP ~~expected~~ticket topackages ~~continue~~are torecorded ~~increase~~ as acost ~~percentage~~ of ~~convenience and processing revenues~~sales.

Cost of sales in 2009 decreased $31.7 million, or 3%, from 2008, primarily due to a decrease in compensation and other employee-related costs, a decrease in ticketing royalties and credit card processing fees, a decline in ticketing and shipping variable costs, and a decrease in call center operation costs. Partially offsetting these decreases in cost of sales, artist services had higher costs as a result of a full year of operations in 2009.

Cost of sales in 2008 increased $161.4 million, or 21%, from 2007, primarily due to an increase in compensation and other employee-related costs, increases in ticketing royalties and higher credit card processing fees. Included in these increases was the impact of acquisitions of $93.3 million not in the prior year, which impacted ticketing royalties, compensation and other employee-related costs, credit card processing fees and other variable costs. Other variable costs include merchandise costs and express delivery and shipping costs. Excluding the impact of acquisitions not in the prior year period, cost of sales increased $68.1 million, or 9%, from 2007.

Ticketing

Ticketing cost of sales in 2009 decreased $94.6 million, or 10%, from 2008, primarily due to a decrease of $22.5 million in compensation and other employee-related costs, a decrease of $17.5 million in ticketing royalties, an $11.5 million decrease in costs related to call center operations, a decline of $8.4 million in ticketing and shipping variable costs and a decrease of $6.2 million in credit card processing fees. The decrease in compensation and employee-related costs was due in part to a reduction in headcount. The decrease in ticketing royalties and credit card processing fees was primarily due to the lower convenience and processing revenues. The cost savings from call center operations was due to lower volume and customer calls handled by call centers, as well as the Company's focus on increased efficiencies and reducing overall expenses. The decrease in ticketing and shipping variable costs was due to the decline in ticketing sales volume.

Ticketing cost of sales in 2008 increased $141.0 million, or 18%, from 2007, primarily due to an increase of $39.2 million in compensation and other employee-related expenses, an increase of $18.3 million in ticketing royalties, and an increase of $5.7 million in credit card processing fees. The increase in compensation and employee-related costs was primarily due to an increase in headcount, which was partially the result of acquisitions in the current year. The higher ticketing royalties expense was primarily due to higher convenience and processing revenue and higher royalty rates. The increase in credit card processing fees was due to the increased volume of ticketing sales. Included in these increases was the impact of acquisitions not in the prior year period, which contributed $25.0 million, $7.5 million, $3.0 million and $37.4 million to compensation and other employee-related costs, credit card processing fees, ticketing royalties, and other variable costs, respectively. Excluding the impact of acquisitions not in the prior year period, cost of sales increased $47.8 million, or 6%, from 2007.

Artist Services

Cost of sales for the artist services segment increased $62.9 million from 2008 as a result of a full year of consolidated operations in 2009. Merchandise inventory costs and related shipping costs represented $66.2 million of the total cost of sales. The remaining $17.0 million of costs are related to royalties and fulfillment costs for VIP ticket packages.

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Cost of sales in 2008 for Front Line equaled $20.3 million due primarily to $14.3 million in sales of merchandise inventory and related shipping costs. The remaining $6.0 million of costs are related to royalties and fulfillment costs for VIP ticket packages. As the Company did not acquire a controlling interest in Front Line until October 29, 2008, artist services did not exist as a separate segment for 2007.

Selling and marketing expense

											~~% Change~~			% Change
		Years ended December 31,
					Years Ended December 31,
											2008 vs. 2007			2007 vs. 2006
														2009 vs. 2008			2008 vs. 2007
		2008			2007			2006
					2009			2008			2007
		~~(Dollars in thousands)~~			(Dollars in thousands)
Selling and marketing expense		$	102,631		$	43,487		$	20,123			136	%		116	%
Selling and marketing expense:
As a percentage of total revenue			7	%		4	%		2	%		355	bp		161	bp
	Ticketing				$	94,657		$	102,631		$	43,487			-8	%		NM
	Artist Services					—			—			—			NM			NM
		Total selling and marketing
			expense		$	94,657		$	102,631		$	43,487			-8	%		NM
As a percentage of total revenue						6	%		7	%		4	%		(69	)bp		355	bp

~~Selling~~NM: Not ~~and~~meaningful 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 2008 increased $59.1~~bp: ~~million from 2007, primarily due to increased advertising and promotional expenditures of $47.8 million and increased~~Basis ~~compensation~~point and other employee-related costs of $8.6 million as Ticketmaster Entertainment continued to build out its worldwide infrastructure. These increases included the impact of acquisitions in 2008, which contributed $25.9 million and $6.4 million to advertising and promotional expenditures and compensation and other employee-related costs, respectively. 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. Excluding the impact of acquisitions not in the prior year period, selling and marketing expense increased $25.3 million, or 58%.

Selling and marketing expense inconsists ~~2007 increased $23.4 million from 2006,~~ primarily ~~due~~of ~~to increased~~ advertising and promotional expenditures ~~of $17.4 million~~ and ~~increased~~ compensation and other employee-related costs of(including ~~$5.9 million~~stock-based ~~associated,~~compensation) infor personnel ~~part,~~engaged ~~with~~in acustomer ~~31%~~service ~~increase~~and insales ~~headcount~~functions. ~~The~~Advertising ~~increase in advertising~~ and promotional expenditures ~~includes $6.3 million~~primarily ininclude ~~expenses~~online ~~related to sports sponsorship agreements~~marketing, ~~primarily~~including ~~with~~fees ~~National~~paid ~~Football~~to ~~League~~search ~~teams~~engines ~~that~~and ~~were~~distribution ~~not~~partners, as ~~incurred~~well inas ~~the~~offline ~~prior year period and online~~ marketing, including ~~fees~~ ~~paid~~sports tosponsorship ~~search~~marketing ~~engines~~ and ~~distribution~~radio ~~partners~~spending. ~~Sports~~Selling ~~sponsorship~~and ~~agreements~~marketing expenses are ~~intended~~incurred toonly ~~promote~~for ~~Ticketmaster~~the ~~Entertainment's~~ticketing ~~ticket~~segment ~~resale~~and do not impact the artist services segment.

39 Selling and marketing expense in 2009 decreased $8.0 million, or 8%, from 2008, primarily due to a decrease of $4.1 million in advertising and promotional expenditures and a decrease of $1.5 million in compensation and other employee-related costs. The decrease in advertising and promotional expenditures was due, in part, to a decrease in sports sponsorship marketing expense and fees paid to search engine partners for online marketing. The decrease in compensation and employee-related costs was due in part to a reduction in headcount.

Selling and marketing expense in 2008 increased $59.1 million from 2007, primarily due to increased advertising and promotional expenditures of $47.8 million and increased compensation and other employee-related costs of $8.6 million as the Company continued to build out its worldwide infrastructure. These increases included the impact of acquisitions in 2008, which contributed $25.9 million and $6.4 million to advertising and promotional expenditures and compensation and other employee-related costs, respectively. The increase in advertising and promotional expenditures was due, in part, to an increase in sports sponsorship agreements intended to promote the Company's ticket resale services and fees paid to search engine partners for online marketing. Excluding the impact of acquisitions not in the prior year period, selling and marketing expense increased $25.3 million, or 58%.

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General and administrative expense

											~~% Change~~			% Change
		Years ended December 31,
					Years Ended December 31,
											2008 vs. 2007			2007 vs. 2006
														2009 vs. 2008			2008 vs. 2007
		2008			2007			2006
					2009			2008			2007
		~~(Dollars in thousands)~~			(Dollars in thousands)
General and administrative expense		$	190,054		$	149,478		$	118,317			27	%		26	%
General and administrative expense:
As a percentage of total revenue			13	%		12	%		11	%		102	bp		92	bp
	Ticketing				$	100,056		$	93,505		$	78,448			7	%		19	%
	Artist Services					66,629			10,567			—			NM			NM
	Corporate and unallocated					104,652			85,982			71,030			22	%		21	%
		Total General and administrative
			expense		$	271,337		$	190,054		$	149,478			43	%		27	%
As a percentage of total revenue						18	%		13	%		12	%		519	bp		102	bp

NM: Not meaningful

bp: Basis point

Consolidated

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 ~~2008~~2009 increased $4081.63 million, or 43%, from ~~2007~~2008, primarily due to increases of $2730.48 million in compensation and other employee-related costs~~, $4.3 million~~ ~~in facilities costs~~ and $329.26 million in professional fees. The increase in compensation and other employee-related costs was primarily due to ~~an increase of~~ $1642.29 million ~~associated~~of ~~with~~additional ~~acquisitions~~Front ~~not~~Line compensation, inpartially ~~the~~offset ~~prior~~by ~~year~~cost ~~period.~~savings ~~Excluding~~from the ~~impact~~Company's ofrestructuring ~~acquisitions not in the prior year period, general and administrative expense increased $10~~plan.~~4 million,~~ orThe ~~7%.~~additional ~~This~~Front ~~increase~~Line ~~was~~compensation ~~driven~~is bya ~~higher~~result ~~severance~~of ~~costs incurred in connection with~~ the ~~previously~~Company ~~announced~~including ~~cost~~Front ~~reduction~~Line ~~plan,~~for ~~public~~the ~~company~~full ~~costs~~2009 ~~incurred~~year compared ~~subsequent~~ to the ~~spin-off~~partial ~~and~~period ~~increased~~in ~~non-cash compensation expense~~2008. General and administrative expense includes non-cash and stock-based compensation expense of $2123.27 million in ~~2008~~ 2009 compared ~~with~~to $1021.92 million in ~~2007~~2008. The increase in non-cash compensation was primarily due to the ~~modification~~continued expensing of ~~existing~~awards ~~stock-based~~granted ~~compensation~~in ~~awards,~~prior years and new awards granted to employees in the current year, partially offset by charges in the prior year for modifications of existing stock-based compensation awards in connection with the ~~spin~~Spin-off ~~and~~from ~~the~~IAC. ~~grants~~The increase in professional fees was primarily due to $32.2 million of ~~awards~~legal and professional fees incurred in connection with ~~2008~~the ~~acquisitions~~Merger, partially offset by lower costs for other professional services. Excluding the impacts of Front Line, stock-based compensation costs and Merger related professional fees, general and administrative expense decreased $9.5 million, or 5%.

General and administrative expense in ~~2007~~2008 increased $3140.26 million, or 27%, from ~~2006~~2007, primarily due to increases of $827.74 million ~~relating~~in tocompensation ~~settlement~~and ofother employee-related ~~litigation~~costs, ($4.3 million in ~~excess~~facilities ~~of prior~~costs ~~reserves)~~and ~~compared~~$3.2 million in professional fees. The increase in compensation and other employee-related costs was primarily due to an increase of $16.2 million associated with acquisitions not in the prior year period. ~~which~~Of ~~included~~the a$16.2 million ~~reduction~~attributable ofto acquisitions, $510.89 million is related to acquisitions in the ~~certain~~ticketing ~~litigation~~segment ~~reserves~~and ~~due~~$5.3 million tois ~~more~~related ~~favorable~~to ~~settlements~~the ~~than~~acquisition ~~previous~~of ~~reserves~~Front ~~reflected~~Line. ~~Also~~ ~~contributing~~Excluding to the ~~increase~~impact of acquisitions not in the prior-year period, general and administrative expense ~~was~~increased ~~an increase of~~ $910.74 million, inor ~~compensation~~7%. ~~and~~This ~~other~~increase ~~employee-related~~was driven by higher severance costs asincurred ~~Ticketmaster~~in ~~Entertainment~~connection ~~continued~~with the previously announced cost reduction plan, public company costs incurred subsequent to ~~build~~the ~~out~~Spin-off ~~its~~and ~~worldwide~~increased ~~infrastructure,~~non-cash ascompensation ~~well~~expense. asGeneral ~~increases~~and ofadministrative expense includes non-cash compensation expense of $221.12 million ~~and~~in 2008 compared with $110.09 million in ~~facilities~~2007. ~~costs~~The ~~and~~increase ~~utilities~~in ~~expense,~~non-cash ~~respectively.~~compensation was primarily due the modification of existing

Effective January 1, 2006, Ticketmaster Entertainment adopted Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004), Share-Based Payment ("SFAS No. 123R"), using the modified prospective transition method. There was no impact to the amount of stock-based compensation recorded in the consolidated statement of operations for the years ended December 31, 2006 and 2005 as a result of adopting SFAS No. 123R. Ticketmaster Entertainment has been recognizing expense for all stock-based grants since it became wholly owned by IAC on January 17, 2003, in accordance with SFAS No. 123, Accounting for Stock-Based Compensation. The majority of stock-based compensation expense is reflected in general and administrative expense. 35

Depreciation

										% Change
	Years ended December 31,
										2008 vs. 2007			2007 vs. 2006
	2008			2007			2006
	(Dollars in thousands)
Depreciation	$	49,894		$	38,458		$	35,080			30	%		10	%
As a percentage of total revenue		3	%		3	%		3	%		33	bp		(20)	bp

Depreciation in 2008 and 2007 increased $11.4 million and $3.4 million, respectively, primarily due to various acquisitions not in the prior year period and the incremental depreciation associated with capital expenditures made during 2007 and 2008, partially offset by certain fixed assets becoming fully

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~~depreciated~~stock-based ~~during~~compensation ~~the~~awards, ~~period.~~new ~~Excluding~~awards ~~the~~granted ~~impact~~in ofconnection ~~acquisitions~~with ~~made~~the inCompany's ~~2008,~~Spin-off ~~depreciation~~and ~~expense~~the ingrants ~~2008~~of ~~increased~~awards ~~$4.1 million,~~in orconnection ~~11%~~with 2008 acquisitions.

Goodwill impairment

~~During~~In ~~the fourth quarter of~~ 2008, the Company recognized a non-cash, pre-tax charge of $1~~,094~~.1 ~~million~~ billion related to the impairment of goodwill in its ~~Ticketing~~ticketing segment. The impairment, which was indicated by ~~our~~the Company's 2008 annual impairment testing of goodwill, reflected the decline in the Company's share price since ~~its spin~~the Spin-off from IAC ~~in August 2008~~ and recent uncertain economic conditions. No impairment charge was recorded for the years ended December 31, ~~2007~~2009 and ~~2006~~2007.

Adjusted ~~Operating Income~~EBITDA

Adjusted ~~Operating~~EBITDA ~~Income~~ is a ~~non-GAAP~~supplemental measure to GAAP and is defined in "—Ticketmaster Entertainment's Principles of Financial Reporting," below.

												% Change
			Years ended December 31,
			Years Ended December 31,
												2008 vs. 2007			2007 vs. 2006
												2009 vs. 2008			2008 vs. 2007
			2008			2007			2006
			2009			2008			2007
			(Dollars in thousands)
Adjusted Operating Income:
Adjusted EBITDA:
	Ticketing		$	~~312~~288,~~949~~076		$	~~356~~312,~~125~~949		$	~~340~~356,~~121~~125			~~(12~~-8	)%		5-12	%
	Artist services			1655,~~985~~999			—16,985			—			NM			—NM
	Corporate and unallocated			(7296,~~252~~238	)		(6272,~~579~~252	)		(4562,~~202~~579	)		1533	%		3815	%
		Total Adjusted Operating Income	$	257,682		$	293,546		$	294,919			(12	)%		(1	)%
		Total Adjusted EBITDA	$	247,837		$	257,682		$	293,546			-4	%		-12	%

~~Adjusted Operating Income in 2008 decreased $35.9~~NM: ~~million from 2007, primarily due to increases in cost of sales, selling and marketing expense and general and administrative~~Not ~~expense.~~meaningful The increase in these expenses was driven by acquisitions and increased losses associated with strategic investments, particularly in Germany and Asia and higher overall royalty rates. Excluding the impact of acquisitions not in the prior year period, Adjusted Operating Income decreased $67.9 million, or 23%.

Adjusted ~~Operating~~EBITDA ~~Income~~ in ~~2007~~2009 decreased $19.48 million, or 4%, from ~~2006~~2008, primarily due to ~~increases~~lower ~~in cost of~~ sales volumes, ~~general~~increases ~~and~~in ~~administrative~~Merger ~~expense~~related ~~and~~professional ~~selling~~fees and ~~marketing expense~~a $8.7 million negative ~~The~~impact ~~increase~~of inforeign ~~these~~currency ~~expenses~~exchange ~~was~~rates, ~~driven~~partially offset by ~~higher~~contributions ~~overall~~from ~~royalty~~Front ~~rates~~Line, ~~international~~lower ~~development~~cost ~~and~~of ~~expansion,~~sales and ~~increased~~selling and marketing ~~efforts~~expense, ~~including~~discussed ~~ticket resale initiatives~~above. ~~Adjusted~~ ~~Operating~~Excluding ~~Income~~the ~~was~~impact ~~negatively impacted by a payment~~ of ~~$8.7 million in settlement of litigation compared to~~ the ~~prior~~Merger ~~year period~~related ~~which~~professional ~~included~~fees, aAdjusted ~~reduction~~EBITDA ofincreased $522.84 million, inor ~~certain litigation reserves and the favorable resolution of claims and insurance settlements of $4~~9%.~~3 million.~~

Adjusted EBITDA ~~Operating~~in ~~income~~ 2008 decreased $35.9 million, or 12%, from 2007, primarily due to increases in cost of sales, selling and marketing expense and general and administrative expense. The increase in these expenses was driven by acquisitions and increased losses associated with strategic investments, particularly in Germany and Asia, and higher overall royalty rates. Excluding the impact of acquisitions in the ticketing segment not in the prior-year period, Adjusted EBITDA decreased $84.9 million, or 29%.

												% Change
			Years ended December 31,
												2008 vs. 2007			2007 vs. 2006
			2008			2007			2006
			(Dollars in thousands)
Operating (loss) income:
	Ticketing		$	(872,083	)	$	290,070		$	279,272			NM			4	%
	Artist services			7,642			—			—			NM			—
	Corporate and unallocated			(89,702	)		(73,754	)		(54,381	)		22	%		36	%
		Total Operating (loss) income	$	(954,143	)	$	216,316		$	224,891			NM			(4	)%

Operating loss in 2008 decreased $1,170.5 million from 2007 operating income, primarily due to the decrease in Adjusted Operating Income described above and increases of $1,094.1 million in

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~~goodwill impairment,~~ ~~$17.9 million~~Other ~~in amortization of intangibles and $11.2 million in non-cash compensation~~ (expense.) ~~Excluding the impact of acquisitions not in the prior year period, operating~~ income ~~decreased $1~~,~~162.8 million.~~ net

Operating income in 2007 decreased $8.6 million from 2006, primarily due to the decrease in Adjusted Operating Income described above and a $4.7 million increase in non-cash compensation expense, partially offset by a decrease in amortization of intangibles.

												% Change

			Years Ended December 31,									% Change
			Years Ended December 31,									2009 vs. 2008			2008 vs. 2007
			2009			2008			2007			2009 vs. 2008			2008 vs. 2007
			(Dollars in thousands)
Other (expense) income:
	Interest income		$	2,392		$	13,926		$	33,065			-83	%		-58	%
	Interest expense			(63,518	)		(39,216	)		(1,003	)		62	%		NM
	Equity in income of unconsolidated affiliates			3,872			2,659			6,301			46	%		-58	%
	Impairment of long-term investments			(9,914	)		(12,334	)		—			-20	%		NM
	Other income			9,172			4,914			1,120			87	%		NM

		Total Other (expense) income	$	(57,996	)	$	(30,051	)	$	39,483			93	%		NM

NM: Not meaningful ~~Corporate and unallocated expenses~~

~~Corporate~~ ~~and~~Interest unallocated expenses in 2008, 2007 and 2006 were $89.7 million, $73.8 million and $54.4 million, respectively. Corporate and unallocated expenses in 2008 increased $15.9 million from 2007. This increase was driven by higher severance costs incurred in connection with the previously announced cost reduction plan, public company costs incurred subsequent to the spin-off, and increased non-cash compensation expense. income

~~Corporate and~~Interest ~~unallocated~~income ~~expenses~~ in ~~2007~~2009 ~~increased~~decreased $1911.45 million, or 83%, from ~~2006~~2008 primarily due to ~~increases of $8.7 million in certain litigation reserves in~~ the ~~current~~extinguishment ~~year~~of interest-bearing ~~period~~intercompany ~~compared~~receivables tofrom ~~the~~IAC ~~prior~~upon ~~year~~consummation ~~period which included a reduction~~ of ~~$5.8 million in certain litigation reserves and~~ the ~~favorable~~Company's ~~resolution~~Spin-off ~~of claims~~ and ~~insurance~~lower ~~settlements~~average ~~of $4~~interest rates.~~3 million.~~

Interest income ~~Other~~in ~~income~~2008 ~~(expense)~~decreased $19.1 million, ~~net~~ or 58%, from 2007, primarily due to lower intercompany receivable balances due from IAC and subsidiaries and the extinguishment of intercompany receivables from IAC upon consummation of the Spin-off along with lower average interest rates.

									% Change
		Years ended December 31,
									2008 vs. 2007			2007 vs. 2006
		2008			2007		2006
		(Dollars in thousands)
Other income (expense), net:
	Interest income (expense), net	$	(25,290	)	$	32,062	$	33,680		NM			(5	)%
	Equity in income of unconsolidated affiliates		2,659			6,301		2,997		(58	)%		110	%
	Impairment of long-term investments		(12,334	)		—		—		NM			—
	Other income		4,914			1,120		982		339	%		14	%

Interest expense

Interest ~~income~~expense (in 2009 increased $24.3 million, or 62%, from 2008, primarily due to incremental interest expense) and amortization of debt issuance costs of $33.3 million related to the Company's Notes and senior secured credit facilities, ~~net~~ partially offset by an $8.3 million cumulative interest charge from IAC in 2008 and lower interest related to capital leases.

~~The~~Interest expense ~~majority of the interest income recorded~~ in ~~our~~2008 ~~Consolidated~~increased ~~Statements~~$38.2 million offrom ~~Operations~~2007, ~~for~~primarily ~~the~~due ~~years~~to ~~ended~~interest ~~December 31,~~expense ~~2008~~ and ~~2007~~amortization ~~arose~~of ~~from~~debt ~~intercompany~~issuance ~~receivables~~costs ~~due~~of ~~from~~$28.1 million ~~IAC~~related ~~and~~to ~~its~~the previously ~~subsidiaries.~~mentioned ~~The~~Notes ~~interest~~and ~~income~~senior ~~from~~secured ~~IAC~~credit ~~ceased~~facilities, ~~upon~~and the ~~extinguishment~~previously ofmentioned ~~all~~$8.3 million ~~intercompany~~cumulative ~~receivables~~interest ~~upon~~charge ~~consummation~~from ~~of the spin-off~~IAC.

Interest expense, net in 2008 increased $57.4 million from 2007, primarily due to interest expense and amortization of debt issuance costs of $28.1 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 2008 decreased $27.5 million primarily due to lower receivable balances due from IAC and subsidiaries and the extinguishment of intercompany receivables from IAC upon consummation of the spin-off, lower average interest rates, and an adjustment of $8.3 million related to a cumulative true-up of intercompany interest income recorded during the second quarter of 2008.

Interest income (expense) net in 2007 decreased $1.6 million from 2006, primarily due to lower receivable balances due from IAC and its subsidiaries, partially offset by interest earned on higher average international operating cash balances in 2007. Interest earned on the receivable balance was principally due to cash transfers to IAC in connection with IAC's centrally managed U.S. treasury function.

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Equity in income of unconsolidated affiliates

Equity in income of unconsolidated affiliates in ~~2008~~2009 ~~decreased~~increased $31.62 million, or 46%, from ~~2007~~2008 primarily due to ~~lower~~the ~~income~~negative performance ~~earned~~of ~~from Ticketmaster~~the ~~Entertainment~~Company's ~~investments~~joint venture in ~~Front~~China ~~Line~~(the ~~and~~"China TMInvestment") ~~Mexico~~which asimpacted ~~well~~the asprior ~~losses~~year, inpartially ~~other~~offset ~~equity~~by ~~investments.~~the ~~Income~~absence ~~related~~of toequity in the ~~investment~~income inof Front Line ~~was~~in ~~recorded~~the oncurrent anyear ~~equity~~as the ~~method~~Company ~~of accounting~~acquired ~~prior~~a tomajority interest in Front Line in October ~~29,~~ 2008.

Equity in ~~the~~ income of unconsolidated affiliates in ~~2007~~2008 ~~increased~~decreased $3.36 million, ~~from~~or ~~2006~~58%, ~~primarily~~from 2007 due to ~~Ticketmaster~~lower ~~Entertainment~~income earned from the Company's investments in TMFront Line and Ticketmaster Mexico as well as negative performance of the China Investment. Income related to the investment in Front Line was recorded on an equity method of accounting prior to October 29, 2008.

~~Impairment of long-term Investments~~ 37

~~During~~Table ~~the fourth quarter~~ of 2008, the Company recorded $12.3 million of charges related to its equity investments in the venture which handled ticketing at the 2008 Beijing Olympics (the "China investment") and its iLike.com investment. The $6.5 million charge for the China investment included a settlement of disputed items with the Company's joint venture partners. The $5.8 million charge for the iLike.com investment wrote down the investment to its estimated fair value. No such charges were recorded for the years ended December 31, 2007 and 2006. Contents

Impairment of long-term investments

In 2009, the Company recorded total charges of $9.9 million related to two of its investments in unconsolidated affiliates. A charge of $3.8 million was recorded for its cost investment in Broadway China Ventures ("BCV") to write down the investment to its estimated fair value. In addition, a charge of $6.1 million was recorded for its equity investment in the China Investment to write down the investment to its fair value. See Item 15. Exhibits and Financial Statement Schedules—Note 13—Investments in Unconsolidated Affiliates to the Consolidated Financial Statements for a more detailed discussion of the impairment charges.

In 2008, the Company recorded $12.3 million of charges related to the China Investment and its iLike.com investment. The $6.5 million charge for the China Investment included a settlement of disputed items with the Company's joint venture partners. The $5.8 million charge for the iLike.com investment wrote down the investment to its estimated fair value. No such charges were recorded for the year ended December 31, 2007.

Other income

Other income in ~~2008~~2009 increased $34.83 million, or 87%, from ~~2007~~2008 primarily due to ~~gains~~a ongain ~~foreign~~of ~~currency~~$2.9 million ~~exchange~~from ~~primarily~~the ~~related~~sale ~~to the~~of ~~Company's~~its ~~operating~~equity ~~activities~~investment in ~~Canada~~iLike.com and ~~the~~a ~~United~~gain ~~Kingdom~~of ~~due~~$0.9 million toon the ~~strengthening~~extinguishment of ~~the~~a ~~U.S.~~portion ~~dollar~~of ~~compared~~its tooutstanding ~~the~~debt ~~Canadian~~in ~~Dollar~~the ~~and~~current ~~the~~year, ~~British~~as ~~Pound.~~well ~~Other~~as ~~income~~incremental ~~remained~~gains ~~relatively~~of ~~flat~~$0.5 million inon ~~2007,~~foreign ascurrency ~~compared to 2006~~exchange.

Other income in 2008 increased $3.8 million from 2007 due to gains on foreign currency exchange primarily related to the Company's operating activities in Canada and the United Kingdom due to the strengthening of the U.S. dollar compared to the Canadian Dollar and the British Pound Sterling.

Income tax provision

In ~~2008~~2009, ~~Ticketmaster~~the ~~Entertainment~~Company recorded an income tax provision of $2519.61 million which represents an effective tax rate of -3 50%. The ~~2008~~ 2009 tax rate is ~~different~~higher ~~from~~than the statutory rate of 35% principally due to ~~the~~losses ~~impairment~~in ofcertain ~~goodwill~~foreign ~~that~~jurisdictions isfor ~~not~~which ~~deductible~~no ~~for~~ tax ~~purposes.~~benefit ~~Excluding~~can ~~the~~be ~~impairment~~recognized, ~~charges recorded~~state inand ~~the~~local ~~fourth~~income ~~quarter of 2008~~taxes, ~~the~~losses ~~Company's~~on investments ~~effective~~of ~~tax~~unconsolidated ~~rate~~subsidiaries, ~~would~~partnership ~~have~~flow-through ~~been~~losses ~~42%.~~attributable ~~This~~to ~~rate~~noncontrolling isinterests, ~~higher~~and ~~than~~non-cash compensation ~~the~~expense, ~~statutory~~partially ~~rate~~offset ofby ~~35%~~foreign ~~principally~~income ~~due~~taxed toat ~~losses~~lower ~~not~~rates, ~~benefited~~including inthe ~~foreign jurisdictions~~effects ~~and~~of ~~state~~our ~~taxes,~~international ~~partially~~restructuring ~~offset~~and bynet ~~foreign~~adjustments ~~income~~related ~~taxed~~to atthe ~~lower~~reconciliation ~~rates~~of ~~and~~provision accruals ~~foreign~~to tax ~~credits~~returns. In ~~2007~~2008, ~~Ticketmaster~~the ~~Entertainment~~Company recorded an income tax provision of $8925.06 million which represents an effective tax rate of 35-3%. The ~~2007~~2008 tax rate ~~approximates~~is different from the ~~federal~~ statutory rate of 35% asprincipally ~~state~~due ~~and~~to ~~local~~the ~~income~~impairment ~~taxes~~of ~~and~~goodwill ~~losses~~that is not ~~benefited~~deductible infor ~~foreign jurisdictions were substantially offset by foreign income taxed at lower rates~~tax. InExcluding ~~2006,~~the ~~Ticketmaster~~impairment ~~Entertainment~~charges recorded ain ~~tax~~2008, ~~provision~~the ofCompany's ~~$86.0 million which represents an~~ effective tax rate ofwould 33have been 42%. ~~The~~This ~~2006 tax~~ rate ~~was~~is ~~lower~~higher than the ~~federal~~ statutory rate of 35% ~~due~~ principally due to ~~benefits~~the ~~associated~~losses ~~with~~not ~~Ticketmaster~~benefited ~~Entertainment's~~in ~~assertion~~foreign ~~that~~jurisdictions ~~the~~and ~~earnings~~state oftaxes, ~~certain~~partially ~~foreign subsidiaries~~offset ~~are~~by ~~permanently reinvested and~~ foreign income taxed at lower rates, ~~partially offset by state~~ and ~~local income taxes and losses not benefited in~~ foreign ~~jurisdictions~~tax credits.

~~Ticketmaster~~As ~~Entertainment adopted the provisions~~ of Financial Accounting Standards Board ("FASB") Interpretation No. 48, Accounting for Uncertainty in Income Taxes—an interpretation of FASB Statement No. 109 ("FIN 48") effective January 1, 2007. As of December 31, ~~2008~~2009 and ~~December 31,~~ ~~2007~~2008, ~~Ticketmaster~~the ~~Entertainment~~Company had unrecognized tax benefits of approximately $15.76 million and $61.37 million, respectively, which included accrued interest of $0.42 million and $0.84 million, respectively.

By virtue of previously filed ~~separate~~tax ~~company~~returns, ~~and~~including consolidated ~~tax~~filings ~~returns~~ with IAC, ~~Ticketmaster~~the ~~Entertainment~~Company is routinely under audit by federal, state, local and foreign authorities in the area of income tax. 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 unrecognized tax benefits and the amounts owed by the Company are recorded in the period in which they become known.

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~~sufficient to~~ The ~~pay~~IRS ~~assessments~~is ~~that~~currently ~~may~~examining ~~result~~the ~~from~~IAC ~~examination~~consolidated tax returns for the years ended December 31, 2001 through 2006, which include the operations of ~~prior~~the Company ~~year~~from ~~returns;~~January 17, ~~however~~2003, the ~~amount~~date ~~paid~~the ~~upon~~Company ~~resolution~~joined the IAC consolidated tax return. The statute of ~~issues~~limitations ~~raised~~for ~~may~~these ~~differ~~years ~~from~~has ~~the~~been ~~amount~~extended ~~provided~~to December 31, 2010. ~~Differences~~Various ~~between~~IAC consolidated state and local jurisdictions are currently under examination, the ~~reserves~~most significant of which are California, New York and New York City, for various tax ~~contingencies~~years beginning with December 31, 2002. These examinations are expected to be completed in 2011. Various stand-alone state and local jurisdictions of the ~~amounts~~Company ~~owed~~are bycurrently ~~Ticketmaster~~under ~~Entertainment~~examination. These examinations are ~~recorded~~expected to be completed in 2010. All tax years prior to 2003 for federal and 2002 for significant state jurisdictions are closed. The Company believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $1.0 million within twelve months of the ~~period~~current ~~they~~reporting ~~become~~date ~~known~~due to settlements and expirations of applicable statutes of limitation related to various state tax filings. An estimate of other changes in unrecognized tax benefits cannot be made, but are not expected to be significant.

The IRS is currently examining the IAC consolidated tax returns for the years ended December 31, 2001 through 2003, which include the operations of Ticketmaster Entertainment from January 17, 2003, the date on which Ticketmaster Entertainment joined the IAC consolidated tax return. The statute of limitations for these years has been extended to December 31, 2009. In early 2009, the IRS commenced an audit of IAC's tax returns for the years ended December 31, 2004 through 2006. The statue of limitations for these years has been extended and this examination is expected to be completed in 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. Ticketmaster Entertainment believes that it is reasonably possible that its unrecognized tax benefits could decrease by approximately $1.0 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.

Segment Operating Results

In the fourth quarter of 2008, we began reporting two segments: Ticketing and Artist Services. Our primary operating metric for evaluating segment performance is Adjusted Operating Income.

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 and executive management manages our business, make operating decisions and evaluate 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 and executive management 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 makers and executive management 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 7—Segment Information of the Notes to the Consolidated Financial Statements.

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LIQUIDITY AND CAPITAL RESOURCES

As of December 31, ~~2008~~2009, ~~Ticketmaster~~the ~~Entertainment~~Company had $~~466~~554.15 million of cash and cash equivalents ~~and marketable securities,~~ including $~~254~~301.09 million in funds representing amounts equal to the face value of tickets sold on behalf of ~~its~~ clients ("client funds"). ~~Ticketmaster~~The ~~Entertainment~~Company's ~~cash and cash equivalents and marketable securities held in foreign jurisdictions were approximately~~ $~~302~~554.85 million atof ~~December 31,~~cash ~~2008,~~and ~~including~~cash equivalents included $~~169~~339.7 million held in ~~client~~foreign ~~funds,~~jurisdictions which was maintained principally in ~~Canada~~ Australia, the United Kingdom and ~~Australia~~Canada; of this balance, $212.6 million were client funds. The Company does not utilize client funds for its own financing or investing activities as the amounts are payable to clients.

InNet ~~the~~cash ~~fourth~~provided ~~quarter~~by ~~of 2008, the Company effectuated a restructuring of its international operations in response to changes in its~~ operating ~~environment~~activities ~~that~~was ~~followed~~$181.8 million ~~the spin-off~~and ~~from IAC~~$195.2 million ~~The~~for ~~restructuring~~the ~~resulted~~years inended anDecember 31, ~~internal~~2009 ~~redistribution~~and ~~of debt~~2008, ~~including~~respectively. ~~the~~The ~~deemed~~decrease ~~repatriation~~ of ~~foreign profits by virtue of a~~ $9913.14 million ~~note~~in ~~issued~~net ~~by a~~cash ~~foreign~~provided ~~subsidiary~~by tooperating aactivities ~~domestic~~reflected ~~subsidiary~~the ofdecline ~~the~~in ~~Company,~~operating ~~$34.3 million~~results ofand ~~which~~higher ~~was~~interest ~~repaid~~payments in ~~2008.~~2009 ~~The~~compared ~~tax~~to ~~consequences~~2008, ofas ~~the~~well ~~deemed~~as ~~repatriation~~unfavorable ~~have~~changes ~~all been recognized~~ in ~~2008 and are~~ ~~discussed~~working incapital. ~~further~~The ~~detail~~decrease in ~~Note 8—Income~~net ~~Taxes~~cash ofprovided ~~the~~by ~~Notes~~operating toactivities ~~the~~was ~~Consolidated~~partially ~~Financial~~offset ~~Statements.~~by ~~The~~higher ~~Company~~contributions ~~can~~from ~~generally~~client ~~control~~funds ~~the timing~~ of ~~repayment on the remaining~~ $6444.84 million, ~~note~~driven ~~balance~~by ~~held in~~ the ~~U.S.,~~timing ~~and~~of ~~such~~settlements with ~~repayments will not have any additional tax consequences~~clients.

Net cash ~~provided~~used byin ~~operating~~investing activities in the year ended December 31, 2009 was $~~195~~65.2 million and ~~$212.0 million~~primarily ~~for~~resulted ~~2008~~from ~~and~~cash ~~2007,~~paid ~~respectively.~~for ~~The~~capital ~~decrease~~expenditures of $46.3 million and $1633.86 million for acquisitions in ~~net~~the ~~cash~~artist ~~provided by~~services ~~operating~~segment, ~~activities~~partially ~~reflected~~offset ~~lower~~by ~~contributions~~proceeds received from ~~client~~the ~~funds~~sales of ~~$95.3 million~~the ~~which~~Company's ~~was~~investment ~~driven~~in byiLike ~~the~~and ~~timing~~its ofoffice building ~~settlements~~in ~~with clients~~Vancouver, ~~partially~~British ~~offset~~Columbia. byNet ~~lower~~cash ~~advance~~used ~~payments under~~in ~~ticketing~~investing ~~contracts~~activities ~~and~~in ~~sponsorship~~2008 ~~deals~~of ~~with~~$1.5 billion ~~resale~~primarily ~~partners,~~resulted ~~including~~from ~~significant~~cash ~~advances~~transfers ~~made~~to inIAC ~~2007~~of ~~which~~$910.1 million ~~were~~and ~~not~~acquisitions, net ~~repeated~~of incash ~~2008~~acquired, of $506.6 million.

Net cash used in ~~investing~~financing activities infor ~~2008~~the ofyear ~~$1,475.9~~ended December ~~million~~31, ~~primarily~~2009 ~~resulted from cash transfers to IAC~~ of $~~910~~63.16 million ~~and~~was ~~acquisitions,~~primarily ~~net~~due ofto ~~cash~~the ~~acquired,~~repayment of $~~506~~40.60 million. ~~The cash transfers to IAC were comprised~~ of ~~total net proceeds from~~ the ~~Notes~~outstanding balance ~~and~~under the Company's senior secured credit facilities, ~~and~~the ~~were~~repurchase ~~distributed~~of to$13.0 million ~~IAC~~face invalue ~~connection~~of ~~with~~ the ~~spin-off,~~ asoutstanding ~~well~~10.75% assenior ~~other~~notes ~~proceeds~~(the ~~paid~~"Notes") tofor ~~IAC as part of their centrally managed U~~$11.S.5 million ~~treasury~~in ~~function~~cash, $9.9 million ~~Acquisitions, net~~ of ~~cash~~distributions ~~acquired,~~to ~~primarily~~noncontrolling ~~related~~interest toholders ~~the~~and ~~acquisitions~~$1.8 million of ~~TicketsNow,~~ ~~Paciolan,~~payments ~~GET~~on MEcapital ~~IN! and Front Line~~leases. Net cash ~~used~~provided inby ~~investing~~financing activities in ~~2007~~2008 of $131.02 ~~million~~billion was primarily ~~resulted~~due ~~from~~to $47300.50 million of ~~capital~~proceeds ~~expenditures~~received from the issuance of the Notes and $29565.40 million of ~~acquisitions,~~proceeds ~~net~~received offrom ~~cash~~borrowings ~~acquired,~~under ~~partially~~the ~~offset~~senior bysecured ~~cash~~credit facilities. ~~transfers~~In ~~from~~addition, ~~IAC~~the ofCompany received $64405.5 million in capital contributions from IAC during 2008.

~~Net~~As ~~cash~~of ~~provided~~December 31, ~~by financing activities in~~ 2008 ~~of $1~~,~~232.7 million~~ ~~was~~the ~~primarily~~Company ~~due~~had to $~~300~~466.01 million of ~~proceeds~~cash ~~received~~and ~~from~~cash ~~the~~equivalents ~~issuance~~and ofmarketable ~~the~~securities, ~~Notes~~including ~~and~~ $~~565~~254.0 million ofin ~~proceeds~~client ~~received from borrowings under the senior secured credit facilities~~funds. The Company's ~~incurred~~cash ~~$27.2 million~~and ofcash ~~costs~~equivalents ~~for~~and ~~these~~marketable ~~debt~~securities ~~financings~~held ~~which were initiated~~ in ~~connection~~foreign ~~with~~jurisdictions ~~the~~were ~~spin-off~~approximately $302.8 million Inat ~~addition~~December 31, we2008, ~~received~~including $~~405~~169.57 million in client ~~capital~~funds, ~~contributions~~which ~~from~~was ~~IAC~~maintained ~~during~~principally ~~2008. Net cash provided by financing activities~~ in ~~2007~~Canada, ~~of $30.3 million~~the ~~was~~United ~~primarily~~Kingdom ~~due~~and ~~to capital contributions from IAC~~Australia.

AsNet ofcash ~~December 31,~~provided ~~2007,~~by ~~Ticketmaster~~operating ~~Entertainment~~activities ~~had~~was $~~569~~195.32 million ~~of cash~~ and ~~cash equivalents and restricted cash and cash equivalents, including~~ $~~313~~212.60 million infor ~~funds representing amounts equal to~~ the ~~face~~years ~~value~~ended ofDecember 31, ~~tickets~~2008 ~~sold~~and on2007, ~~behalf of its clients~~respectively. ~~Ticketmaster~~The ~~Entertainment's~~decrease ~~cash and cash equivalents and restricted cash and~~of ~~cash equivalents held in foreign jurisdictions was approximately~~ $~~358~~16.28 million ~~at December 31, 2007, including $222.5 million~~ in ~~funds~~net ~~representing~~cash ~~amounts~~provided ~~equal~~by ~~to the face value of tickets sold on behalf of its clients, and was maintained principally in the United Kingdom, Australia and Canada.~~

Net cash provided by operating activities was $212.0 million and $230.7 million in 2007 and 2006, respectively. The decrease of $18.7 million in net cash provided by operating activities reflects an 39

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~~increase~~operating inactivities ~~contract~~reflected ~~deposits~~lower ~~and~~contributions ~~accounts receivable, partially offset by an increased contribution~~ from client funds of $6995.53 million which was ~~primarily~~driven ~~due~~by tothe timing of settlements with clients, partially offset by lower advance payments under ticketing contracts and sponsorship deals with resale partners, including significant advances made in 2007 which were not repeated in 2008.

Net cash used in investing activities in ~~2007~~2008 of $131.05 ~~million~~billion primarily resulted from ~~capital~~cash ~~expenditures~~transfers to IAC of $47910.51 million and acquisitions, net of cash acquired, of $29506.46 million,. ~~partially~~The ~~offset by~~ cash transfers ~~from~~to IAC ofwere ~~$64.5 million.~~comprised ~~The~~of ~~cash~~total ~~transfers~~net proceeds from ~~IAC~~the ~~related~~Notes toand ~~IAC's~~the ~~centrally~~senior ~~managed~~secured ~~U.S.~~credit ~~treasury~~facilities, ~~function.~~and ~~Net~~were ~~cash~~distributed ~~used~~to ~~in investing~~IAC ~~activities~~ in ~~2006~~connection ofwith ~~$189.1 million~~the Spin-off, ~~primarily~~as ~~resulted~~well ~~from~~as ~~cash~~other ~~transfers~~proceeds paid to IAC ofas ~~$214.2 million,~~part ~~capital expenditures~~ of ~~$39.3 million,~~their acentrally ~~net~~managed ~~increase~~U.S. ~~in long-term~~treasury ~~investments of $20~~function.~~6 million~~ ~~and acquisitions~~Acquisitions, net of cash acquired, ofprimarily ~~$17.8 million.~~related ~~These~~to ~~uses~~the acquisitions of TicketsNow, ~~cash~~Paciolan, ~~were~~GET ~~partially~~ME ~~offset~~IN! byand ~~the~~Front ~~net~~Line. ~~proceeds~~Net cash used in investing activities in 2007 of $~~108~~13.90 million ~~related~~primarily toresulted ~~the~~from ~~purchases,~~$47.5 million ~~sales and maturities~~ of ~~marketable~~capital ~~securities~~expenditures and $29.4 million ~~The~~of ~~increase~~acquisitions, innet ~~long-term~~of ~~investments~~cash inacquired, ~~2006~~partially ~~was~~offset ~~primarily~~by ~~due~~cash totransfers ~~Ticketmaster Entertainment's~~from ~~equity~~IAC ~~investment~~of ~~in iLike~~$64.~~com~~5 million.

Net cash provided by financing activities in ~~2007~~2008 ~~and~~of ~~2006~~$1.2 billion ofwas primarily due to $30300.30 million ~~and~~of proceeds received from the issuance of the Notes and $20565.60 million, ~~respectively,~~of ~~was~~proceeds ~~primarily~~received ~~due~~from toborrowings ~~capital~~under ~~contributions~~the of senior secured credit facilities. The Company incurred $2927.42 million ~~and~~of costs for these debt financings which were initiated in connection with the Spin-off. In addition, we received $17405.85 million in capital contributions from IAC toduring ~~fund~~2008. ~~Ticketmaster~~Net ~~Entertainment's~~cash provided by financing activities in 2007 ~~and~~of $30.3 million ~~2006~~was ~~acquisitions,~~primarily ~~respectively~~due to capital contributions from IAC.

~~Ticketmaster~~The ~~Entertainment~~Company anticipates that it will need to make capital and other expenditures in connection with the development and expansion of its operations. ~~Ticketmaster Entertainment~~The Company'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~~The ~~Entertainment~~ Company believes that its cash on hand along with its anticipated operating cash flow in ~~2009~~2010 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 Company's Notes, the Company is required to ~~maintain~~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 in order to incur additional indebtedness other than permitted debt. The senior secured credit ~~facility~~facilities ~~has~~have 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 December 31, ~~2008~~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~~2010. ~~Ticketmaster~~The ~~Entertainment~~Company may, from time to time, engage in open market purchases of ~~its~~the Notes.

InAs ~~the~~a ~~event~~result ~~that~~of the ~~proposed~~Merger ~~merger~~being is consummated, wethe ~~expect~~Company's ~~that our~~ cost of capital related to ~~our~~its bank financing will increase as a result of obtaining the necessary ~~amendments~~amendment to ~~our~~ ~~senior~~its senior secured credit facilities required for the ~~proposed merger~~Merger.

46 On May 12, 2009, the Company entered into an amendment to the senior secured credit facilities, which became effective on January 25, 2010 upon completion of the merger and the payment to each lender that consented to the amendment of a consent fee equal to 0.50% of the sum of the principal

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amount of the term loans outstanding to such lender as of May 12, 2009 and the full amount of such lender's revolving commitment as of May 12, 2009. The amendment permits the senior secured credit facilities to remain outstanding following the merger, increases the interest spreads under each of the Term Loan A, Term Loan B and revolving credit facility by 1.25%, institutes a LIBOR floor of 2.50% for the senior secured credit facilities, conditions each borrowing under the revolving credit facility and certain other debt incurrences on the Company having a pro forma consolidated total leverage ratio of no more than 3.50 to 1.00, creates restrictions on the Company and its subsidiaries transferring assets to Live Nation or Live Nation's other subsidiaries in certain circumstances and effects certain other changes to facilitate the integration of the Company and its subsidiaries with Live Nation and its subsidiaries following consummation of the merger.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

	Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
	(In thousands)
Long term debt obligations(a)	$	1,302,384	$	69,337	$	151,503	$	340,791	$	740,753
Long-term debt obligations(1)	$	1,095,198	$	50,098	$	131,270	$	577,575	$	336,255
Capital lease obligations		~~2,738~~890		~~1,848~~821		~~890~~69		—		—
Purchase obligations(b)		110,346		33,400		48,645		16,125		12,176
Purchase obligations(2)		148,470		51,128		83,382		2,535		11,425
Estimated earn-outs related to prior acquisitions(c)		8,000		1,500		6,500		—		—
Estimated earn-out payments related to acquisitions(3)		25,972		11,248		5,392		9,332		—
Operating leases		~~107~~99,~~322~~005		2526,~~507~~568		3634,~~893~~237		2018,~~823~~551		2419,~~099~~649
Total contractual cash obligations(d)	$	1,530,790	$	131,592	$	244,431	$	377,739	$	777,028
Total contractual cash obligations(4)	$	1,369,535	$	139,863	$	254,350	$	607,993	$	367,329

At (1)Long-term debt obligations represent future principal and interest payments related to the Notes through maturity in 2016 and borrowings under the senior secured credit facility through maturity in 2014. The future interest payments related to our existing debt obligations are based on fixed and variable interest rates specified in the associated debt agreements. (2)The purchase obligations primarily arise from sports sponsorship agreements intended to promote the Company's ticket resale services. (3)The Company has certain contingent obligations related to acquisitions of various artist management companies. Of the $26.0 million total estimated earn-out payments at December 31, ~~2008~~2009, we$7.1 million ~~had~~represents ~~gross~~commitments ~~unrecognized~~arising ~~tax~~from ~~benefits~~acquisitions completed prior to the effective date of ~~approximately~~the current guidance for business combinations, which now requires contingent considerations to be accrued at the time of acquisition. These amounts have not been accrued for in the accompanying Consolidated Balance Sheets, but remain subject to payout following the achievement of future performance targets. Such contingent payouts may be payable in 2010. As the remaining $118.79 million balance of estimated earn-out payments relates to acquisitions completed subsequent to the adoption of the current guidance for business combinations, ~~all~~the Company has accrued $4.0 million and $10.1 million in "Other accrued expenses and current liabilities" and "Other long-term liabilities," respectively, in the accompanying Consolidated Balance Sheet for the year ended December 31, 2009, representing the fair value of ~~which~~the estimated earn-out arrangements. (4)Amounts exclude potential redemption amounts due to noncontrolling interests of $1.2 million that are currently redeemable, if$39.2 million ~~recognized~~in the year ended December 31, ~~would~~2011, ~~have~~$7.1 million anin ~~impact~~the onyear ~~our~~ended ~~effective~~December 31, ~~tax~~2012, ~~rate~~$30.3 million in the year ended December 31, 2013, and $13.7 million contingent upon the occurrence of other events. See Item 15. Exhibits and Financial Statement Schedules—Note 11—Temporary Equity and Equity—Redeemable Noncontrolling

Ticketmaster Entertainment also has funding commitments that could potentially require its performance in the event of demands by third parties or contingent events, such as under letters of credit extended or under guarantees of debt, as follows (in thousands): 41

		Amount of Commitment Expiration Per Period
Other Commercial Commitments*		Total Amounts Committed			Less Than 1 year			1-3 years			3-5 years			More Than 5 years
Guarantees, surety bonds and letters of credit		$	5,603		$	1,743		$	3,460		$	400		$	—

Off-Balance Sheet Arrangements

Other than the contractual obligations and other commercial commitments described above, Ticketmaster Entertainment does not have any off-balance sheet arrangements as of December 31, 2008.

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Interests to the Consolidated Financial Statements for a more detailed discussion of redeemable noncontrolling interests.

At December 31, 2009, the Company had gross unrecognized tax benefits of approximately $5.6 million. The Company is unable to reasonably predict the timing of tax settlements, as tax audits can involve complex issues and the resolution of those issues may span multiple years. See Item 15. Exhibits and Financial Statement Schedules—Note 8—Income Taxes to the Consolidated Financial Statements for a more detailed discussion of the Company's unrecognized tax benefits.

The Company also has funding commitments that could potentially require its performance in the event of demands by third parties or contingent events, such as under letters of credit or guarantees of debt, as follows (in thousands):

	Amount of Commitment Expiration Per Period

Other Commercial Commitments	Total Amounts Committed		Less Than 1 Year		1 - 3 Years		3 - 5 Years		More Than 5 Years
Guarantees, surety bonds and letters of credit	$	4,667	$	1,217	$	3,250	$	200	$	—

Off-Balance Sheet Arrangements

Other than the contractual obligations and other commercial commitments described above, the Company does not have any off-balance sheet arrangements as of December 31, 2009.

Seasonality

~~Ticketmaster~~The ~~Entertainment~~Company's ticketing sales are impacted by fluctuations in the availability of events for sale to the public, which may vary depending upon scheduling by its clients. Generally, the second and third quarters of the year experience the highest domestic ticketing revenue, earned primarily in the ~~concert~~Concerts and ~~sports~~Sports categories. Generally, international revenues are ~~the~~ highest ~~revenues~~ in the fourth quarter of the year, earned primarily in the ~~concert~~Concerts category.

Critical Accounting Policies and Estimates

Certain of the Company's significant accounting policies are summarized below. Also ~~refer~~see toItem 15. Exhibits and Financial Statement Schedules—Note 2—Summary of Significant Accounting Policies ~~of the Notes~~ to the Consolidated Financial Statements for further discussion of the Company's accounting policies.

~~Ticketmaster~~The ~~Entertainment~~Company'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 Note 2—Summary of Significant Accounting Policies of the Notes to the Consolidated Financial Statements for a description of recent accounting pronouncements.

Revenue Recognition

We evaluate the recognition of revenue based on the criteria set forth in Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements, as revised by SAB No. 104, Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement, delivery has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. ~~Determining~~ whether some or all of these criteria have been met involves assumptions and judgments, including the evaluation of multiple element arrangements that can have an effect on the timing and amount of revenue the Company reports.

~~Gross versus Net Revenue Recognition~~ 42

The Company reports revenue on a gross or net basis based on management's assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal in a transaction, revenues are reported on a gross basis. In concluding on whether or not the Company acts as a principal or an agent, the guidance set forth by the Emerging Issues Task Force No. 99-19, Reporting Revenue Gross as a Principal versus Net as an Agent is followed. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of an arrangement.

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Determining whether ~~Ticketing~~ some or all of these criteria have been met involves assumptions and judgments, including the evaluation of multiple element arrangements that can have an effect on the timing and amount of revenue the Company reports.

~~Revenue,~~ ~~which~~Gross ~~primarily~~versus ~~consists~~Net ofRevenue convenience and order processing fees from ticketing operations, is recognized as tickets are sold, and is recorded on a net basis (net of the face value of the ticket) as Ticketmaster Entertainment acts as an agent in these transactions. Interest income is earned on funds that are collected from ticket purchasers and invested until remittance to the applicable clients. As the process of collecting, holding and remitting these funds is a critical component of providing service to these clients, the interest earned on these funds is included in revenue. For the years ended December 31, 2008, 2007 and 2006, $16.2 million, $18.7 million and $15.3 million, respectively, of interest income is included in revenue. Sales taxes collected are not included in revenue. Recognition

The ~~Artist~~Company ~~Services~~ reports revenue on a gross or net basis based on management's assessment of whether it acts as a principal or agent in the transaction. To the extent the Company acts as the principal in a transaction, revenues are reported on a gross basis. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether it has the substantial risks and rewards of ownership under the terms of an arrangement.

~~Front~~ ~~Line~~Ticketing 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.

~~Front Line~~Revenue, ~~also~~which ~~earns~~primarily ~~revenue~~consists ~~from the sales~~ of ~~entertainment~~convenience ~~packages~~and toorder ~~consumers~~processing infees ~~connection~~from ~~with~~ticketing ~~live~~operations, ~~performances.~~is ~~Entertainment~~recognized ~~packages~~as ~~are~~tickets are sold, and ~~cash~~ is ~~received~~recorded ~~from consumers~~on ina ~~advance~~net basis (net of the ~~event.~~face ~~Revenue~~value ~~and~~of ~~related~~the ~~expenses~~ticket) ~~incurred~~as ~~are~~the ~~deferred~~Company ~~until~~acts ~~the~~as ~~event~~an ~~occurs.~~agent Inin ~~addition,~~these ~~Front~~transactions. ~~Line~~Interest ~~sells~~income ~~merchandise~~is ~~associated~~earned ~~with~~on ~~musical~~funds ~~artists~~that atare ~~live~~collected ~~musical~~from ticket ~~performances,~~purchasers and invested until remittance to ~~retailers~~the applicable clients. As the process of collecting, holding and ~~directly~~remitting tothese ~~consumers~~funds ~~via~~is a ~~website.~~critical ~~For~~component ~~retail~~of ~~and~~providing ~~internet~~service ~~sales~~to these clients, ~~revenue~~the interest earned on these funds is ~~recognized~~included ~~upon~~in ~~shipment~~revenue. ofFor the ~~merchandise.~~years ~~Touring~~ended ~~revenue~~December 31, ~~including~~2009, ~~the~~2008 ~~sale~~and 2007, $3.2 million, $16.2 million and $18.7 million, respectively, of ~~merchandise,~~interest income is ~~recognized~~included in ~~the~~revenue. ~~month~~Revenue is presented net of ~~the~~sales ~~event~~tax.

~~Accounts~~Artist ~~Receivable~~Services Revenue

~~Accounts~~Front ~~receivable~~Line secures work for the clients it represents, ~~client~~for ~~accounts~~which it receives a commission. Generally, commissions are ~~due~~payable ~~principally~~by clients ~~from~~upon ~~ticketing~~their ~~outlets~~receipt ~~and~~of ~~credit~~payments ~~card~~for ~~processors~~performance ~~and~~of ~~represent~~services or upon the ~~face~~delivery ~~value of~~or ~~tickets~~use ~~sold~~of ~~plus~~materials ~~convenience~~which ~~and~~they ~~order~~created. ~~processing~~Revenue ~~fees,~~is generally ~~net~~recognized in the month of ~~outlet~~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.

~~Accounts~~Front ~~receivable,~~Line ~~trade~~also ~~includes~~earns ~~amounts~~revenue ~~relating~~from tothe ~~artist~~sales ~~management,~~of ~~merchandising,~~entertainment ~~advertising,~~packages ~~and~~to ~~software~~consumers ~~licensing~~in ~~sales~~connection ~~and~~with ~~are~~live ~~stated~~performances. atEntertainment ~~amounts~~packages ~~due,~~are ~~net~~sold ofand ancash ~~allowance~~is ~~for~~received from ~~doubtful~~consumers ~~accounts.~~in ~~Accounts~~advance ~~receivable~~of ~~outstanding~~the ~~longer~~event. ~~than~~Revenue ~~the~~and ~~contractual~~related ~~payment~~expenses ~~terms~~incurred are ~~considered~~deferred ~~past~~until ~~due~~the event occurs. ~~Ticketmaster~~In ~~Entertainment~~addition, ~~determines~~Front ~~its~~Line ~~allowance~~sells ~~for~~merchandise ~~doubtful~~associated ~~accounts~~with ~~by considering~~musical aartists ~~number~~at oflive ~~factors~~musical performances, ~~including~~to retailers ~~the~~and ~~length~~directly ofto ~~time~~consumers ~~accounts~~via ~~receivable~~a ~~are~~website. ~~past~~For ~~due,~~retail ~~Ticketmaster~~and ~~Entertainment's~~Internet ~~previous loss history~~sales, ~~the~~revenue ~~specific~~is ~~customer's~~recognized ~~current~~upon ~~ability~~shipment toof ~~pay~~the ~~its obligation~~merchandise. toTouring ~~Ticketmaster~~revenue, ~~Entertainment~~including ~~and~~ the ~~condition~~sale of ~~the~~merchandise, ~~general~~is recognized ~~economy~~in ~~and~~ the ~~customer's~~month ~~industry.~~of ~~Ticketmaster~~the ~~Entertainment writes off accounts receivable when they become uncollectible~~event.

Goodwill and Indefinite-Lived Intangible Assets

Goodwill represents the excess purchase price of an acquired entity over the fair value of the net tangible and intangible assets acquired. Indefinite-lived intangible assets acquired in a business combination are initially recorded at management's estimate of their fair values. ~~The~~For ~~Company~~the ~~accounts~~year ~~for~~ended ~~goodwill~~December 31, ~~and~~2009, the ~~indefinite-lived~~Company ~~intangible~~identified ~~assets~~one reporting unit in ~~accordance~~the ~~with~~ticketing ~~SFAS~~segment Noand three in the artist services segment (artist management, VIP ticketing and merchandising). For the year ended December ~~142~~31, 2008, ~~Goodwill~~the ~~and~~Company ~~Other~~had ~~Intangible~~identified ~~Assets~~two reporting units in the ticketing segment (~~"SFAS~~ticketing ~~No. 142"~~and Echo Music), ~~which~~and ~~among other~~three ~~things,~~reporting ~~addresses~~units in the artist services segment (artist management, ~~financial~~VIP ~~accounting~~ticketing and merchandising). The reduction in the number of reporting ~~requirements~~units ~~for~~identified ~~acquired~~within ~~goodwill~~the ~~and~~ticketing ~~indefinite-lived~~segment ~~intangible~~is ~~assets.~~a result of a change in the Company's reporting structure, with the Echo Music

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~~SFAS~~reporting ~~No. 142~~unit ~~prohibits~~being ~~the~~merged ~~amortization~~into ~~of goodwill and requires~~ the ~~Company~~ticketing toreporting ~~test~~unit. ~~goodwill~~As ~~and~~of ~~indefinite-lived~~December 31, ~~intangible~~2008, ~~assets~~the ~~for~~Echo ~~impairment~~Music atreporting ~~least~~unit ~~annually~~had atno ~~the reporting unit level~~goodwill.

~~Goodwill~~Testing ~~impairment~~of isgoodwill ~~determined~~for ~~using~~impairment consists of a two-step process. The first step involves a comparison of the estimated fair value of a reporting unit to its carrying amount, including goodwill. InIf ~~performing~~the estimated fair value of a reporting unit exceeds its carrying amount, goodwill of the ~~first~~reporting unit is not impaired and the second step, of the ~~Company~~impairment ~~determines~~test is not required. If the ~~fair~~carrying ~~value~~amount of a reporting unit ~~using~~exceeds ~~the~~its ~~income~~estimated ~~approach~~fair ~~which~~value, ~~measures~~then the ~~value~~second step of anthe ~~asset~~goodwill orimpairment ~~equity~~test ~~interest~~must inbe ~~a business~~performed byin ~~analyzing~~which the ~~present~~implied ~~worth~~fair value of the reporting ~~economic~~unit's ~~benefits~~goodwill ~~utilizing~~is acompared ~~discounted~~to ~~cash~~its ~~flow~~goodwill ~~("DCF")~~carrying ~~analysis.~~amount Into ~~addition~~measure the amount of impairment loss, ~~when~~if aany. ~~DCF~~If ~~analysis~~the iscarrying ~~used~~amount asof the ~~primary~~reporting ~~method~~unit's ~~for~~goodwill ~~determining~~exceeds the implied fair value, ~~the~~of ~~Company~~that ~~assesses~~goodwill, ~~the~~an ~~reasonableness~~impairment ofloss ~~its~~is ~~determined~~recognized ~~fair~~in ~~values~~an byamount ~~reference~~equal to ~~the~~that ~~Company's~~excess. ~~market~~The ~~capitalization~~Company ~~which~~determines isthe ~~determined~~fair byvalue ~~taking~~of athe ~~representative~~reporting ~~average~~units ofbased on the ~~stock closing~~present ~~price~~value ~~immediately~~of ~~prior~~the tocash flows the ~~testing~~reporting ~~date~~units ~~multiplied~~can bybe ~~the~~expected ~~number~~to ofgenerate ~~shares~~in ~~outstanding~~the future.

IfWe ~~the~~also ~~estimated~~test ~~fair~~our ~~value~~indefinite-lived ofintangible aassets ~~reporting~~for ~~unit~~impairment ~~exceeds~~annually ~~its~~on ~~carrying~~the ~~amount,~~first ~~goodwill~~day of ~~the~~our ~~reporting~~fiscal ~~unit~~fourth isquarter, ~~not~~or ~~impaired~~whenever ~~and~~events ~~the~~or ~~second~~changes ~~step~~in ofcircumstances ~~the~~indicate ~~impairment test is not required. If~~ the carrying ~~amount of a reporting unit exceeds its estimated fair~~ value, ~~then~~may ~~the~~not ~~second~~be ~~step~~recoverable. ofThe ~~the goodwill~~ impairment test ~~must~~for beindefinite-lived ~~performed.~~intangible ~~The~~assets ~~second~~involves ~~step~~a comparison of the ~~goodwill~~estimated ~~impairment test compares the implied~~ fair value of the ~~reporting~~intangible ~~unit's~~asset ~~goodwill~~ with its ~~goodwill~~ carrying ~~amount~~value. ~~to measure~~ If the ~~amount~~carrying value of ~~impairment~~the ~~loss,~~intangible ifasset ~~any.~~exceeds ~~The~~its ~~implied~~ fair value, ofan ~~goodwill~~impairment loss is ~~determined~~recognized in ~~the~~ ~~same~~an ~~manner as the~~ amount ofequal ~~goodwill~~to ~~recognized~~that ~~in a business combination~~excess. In ~~other~~our ~~words~~case, the ~~estimated~~Ticketmaster ~~fair~~trade ~~value~~name ~~of the reporting unit~~ is ~~allocated to all of~~ the ~~assets~~only ~~and liabilities of that~~intangible ~~unit~~asset ~~(including~~not ~~any~~subject ~~unrecognized~~to ~~intangible~~amortization. ~~assets)~~The ~~as if the reporting unit had been acquired in a business combination and the~~ fair value of the ~~reporting~~Ticketmaster ~~unit~~trade ~~was~~name ~~the~~is ~~purchase~~estimated ~~price~~using ~~paid.~~a Ifmulti-period ~~the carrying~~royalty ~~amount~~savings ofmethod, which reflects the ~~reporting~~savings ~~unit's~~realized ~~goodwill~~by ~~exceeds~~owning the ~~implied~~trade ~~fair value of that goodwill~~name, anand ~~impairment~~thus ~~loss~~not ishaving ~~recognized~~to inpay ana ~~amount~~royalty ~~equal~~fee to ~~that~~a ~~excess~~third party.

The ~~impairment~~Company ~~test~~performed ~~for~~its ~~other~~annual ~~intangible~~testing ~~assets~~of ~~not~~goodwill ~~subject~~on toOctober 1, ~~amortization~~2009. ~~involves~~As a ~~comparison~~result of testing, the ~~estimated~~Company ~~fair~~determined ~~value~~that ofthere ~~the~~were ~~intangible~~no ~~asset~~indications ~~with~~of ~~its~~goodwill ~~carrying~~impairment ~~value. If the~~for ~~carrying~~any ~~value~~ of the ~~intangible~~reporting ~~asset~~units ~~exceeds~~for ~~its~~the ~~fair~~year ~~value~~ended December 31, ~~an impairment loss is recognized in an amount equal to that excess~~2009.

InAs ~~accordance~~a ~~with~~result ~~SFAS~~of ~~No. 142~~our annual goodwill impairment test in 2008, ~~Ticketmaster~~the ~~Entertainment~~Company ~~tests~~concluded that goodwill in the Company's ticketing and ~~indefinite-lived~~Echo ~~intangible~~Music ~~assets~~reporting ~~for~~units was likely impaired. The factors indicating a likely impairment ~~annually~~included the decline in the global economy, orwhich ~~more~~resulted ~~frequently~~in ifdownward ~~events~~adjustments orin ~~changes~~forecasted future operating income and cash flows, and a significant decline in the Company's stock price. In determining the impairment charge, the Company used certain DCF analyses. The analyses included seven years of projected cash flows with forecasted sales growth rates ranging from -5.7% to 12.5% with a terminal growth rate of 3%. The discount rates used in ~~circumstances~~the ~~indicate~~DCF analyses for the step one tests were 12% with a 9% rate for the terminal value. The Company also considered the market approach which evaluates market transactions involving similarly situated companies, however it was not considered meaningful in the final evaluation because of the lack of comparability between the reporting units and guideline public companies. In addition, the Company assessed the reasonableness of its determined fair values by reference to the Company's market capitalization and determined that the implied control premium was reasonable. To quantify the impairment, the Company allocated the fair value of the reporting units to the reporting units' individual assets ~~might~~and beliabilities ~~impaired~~utilizing the purchase price allocation guidance. The resulting implied value of the ticketing and Echo Music reporting units' goodwill was $1.1 billion less than the current carrying value of the goodwill. The difference was recorded as a non-cash impairment charge to reduce the goodwill in the ticketing and Echo Music reporting units to $261.6 million and zero, respectively. There was no impairment recorded for the years ended December 31, 2009 and 2007.

The Company's ~~Impairment~~impairment oftest ~~goodwill~~for ~~and~~the ~~other~~indefinite-lived ~~intangible~~trademark ~~assets~~ indicated no impairment for the years ended December 31, 2009, 2008 and 2007.

Ticketmaster Entertainment assesses goodwill and indefinite-lived intangible assets for impairment annually, or more frequently if events or changes in circumstances indicate that the assets might be impaired in accordance with SFAS No. 142. Events or circumstances which could trigger impairment review include, but are not limited to, a significant adverse change in legal factors or in the business climate, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company's use of the acquired assets or the strategy for the acquired business or the Company's overall business, significant negative industry or economic trends, or significant underperformance relative to expected historical or projected future results of operations. 44

The Company performs its annual assessment for impairment of goodwill and indefinite-lived intangible assets annually on October 1.

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Goodwill

The analysis of potential impairment of goodwill requires a two-step process. The first step is the estimation of fair value of the applicable reporting units. Reporting units are defined as operating segments or one level below an operating segment when that component constitutes a business for which discrete financial information is available and segment management regularly reviews the operating results of that component. The Company has identified two reporting units in the Ticketing segment (ticketing and Echo Music) and three reporting units in the Artist Services segment (artist management, VIP ticketing and merchandising). The Company did not perform impairment tests for the reporting units in the Artist Services segment given the proximity of the controlling interest acquisition to the impairment testing date. In addition, the fair values determined as part of the step-up purchase accounting indicated no impairment of historical goodwill.

In performing the first step, the Company determines the fair value of a reporting unit using the income approach which measures the value of an asset or equity interest in a business by analyzing the present worth of the economic benefits utilizing a DCF analysis. Determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, perpetual growth rates, the amount and timing of expected future cash flows, as well as relevant comparable company earnings multiples for the market-based approach. The cash flows employed in the DCF analyses were based on the Company's most recent budgets and business plans and various growth rates have been assumed for years beyond the current business plan period. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting units. The discount rate utilized by the Company reflected a weighted average cost of capital for a market participant. The calculation utilized seven years of projected cash flows with forecasted sales growths ranging from -5.7% to 12.5% with a terminal growth rate of 3%. The discount rates utilized in the DCF analyses for the step one tests were 12% with a 9% rate for the terminal value.

In addition, when a DCF analysis is used as the primary method for determining fair value, the Company assesses the reasonableness of its determined fair values by reference to the Company's market capitalization which is determined by taking a representative average of the stock closing prices immediately prior to the testing date multiplied by the number of shares outstanding plus a reasonable control premium. The Company also considered the market approach which evaluates market transactions involving similarly situated companies, however this approach was not considered meaningful in the final evaluation because of the lack of comparability between the reporting unit and guideline public companies.

The results of this step one process indicated that there was a potential impairment of goodwill as the book values exceeded their respective estimated fair values. As a result, the second step of the goodwill impairment test was performed. Step two of the goodwill impairment test compares the implied fair value of the reporting unit's goodwill with its goodwill carrying amount to measure the amount of impairment loss, if any. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination.

As a result of our annual impairment test the Company recorded a non-cash charge of $1.1 billion in the fourth quarter of 2008 in the ticketing and Echo Music reporting units. An increase of 100 basis points in the discount rate for the ticketing reporting unit would have resulted in an additional impairment charge of $126.3 million, and a decrease of 100 basis points in the discount rate for the ticketing reporting unit would have resulted in a $158.3 million reduction in the impairment charge. A 100 basis point increase in the terminal growth rate would have resulted in a $86.3 million reduction in the impairment charge and a 100 basis point decrease in the terminal growth rate would have resulted in a $69.0 million increase in the impairment charge. We believe the assumptions and rates used in our impairment assessment are reasonable, but they involve management judgments, and variations in any

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assumptions could result in a materially different calculation of the impairment amount. There was no impairment recorded for the years ended December 31, 2007 and 2006.

Continued significant declines in the Company's stock price from the testing date to December 31, 2008, and global economic conditions combined with lower than expected fourth quarter ticketing results caused management to conclude that a triggering event under SFAS No. 142 had occurred during the fourth quarter of 2008. The Company's stock price experienced a decline of over 40% since the October 1 assessment.

The Company performed another test of the ticketing reporting unit as of December 31, 2008. We updated our DCF for the ticketing reporting unit and increased the discount rate from 12% to 15.5% based on increased risk due to current economic volatility experienced during the fourth quarter of 2008. The fair value utilizing the DCF model was reasonable when compared to the market capitalization at the end of the year plus a reasonable control premium. Because the fair value of the assets exceeded the carrying value, there was no indication of further impairment, and a step two test under SFAS 142 was not required.

Long-Lived Assets and Intangible Assets with Definite Lives

~~In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of~~ Long-~~Lived Assets, long-~~lived assets, including property and equipment and intangible assets with definite lives, are tested for recoverability whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Events or circumstances that may indicate that an asset is impaired include, but are not limited to, significant decreases in the market value of an asset, significant underperformance relative to expected historical or projected future operating results, a change in the extent or manner in which an asset is used, shifts in technology, loss of key personnel, significant negative industry or economic trends, changes in the Company's operating model or strategy, and competitive forces. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying amount is deemed to not be recoverable, an impairment loss is recorded as the amount by which the carrying amount of the long-lived asset exceeds its fair value. Amortization of definite lived intangible assets is recorded either on a straight-line basis or ana ~~accelerated~~ basis more representative of the time pattern over ~~their~~which ~~estimated~~the ~~lives~~benefit is derived.

In connection with its annual assessment in 2008, the Company identified and recorded an impairment charge of $0.6 million for the write-off of a covenant not to compete related to ~~Ticketmaster~~the ~~Entertainment~~Company's operations in Germany. The intangible asset impairment charge iswas included in the amortization of intangible assets in the accompanying Consolidated Statements of Operations for the year ended December 31, 2008. There was no definite -lived intangible asset impairment recorded for the years ended December 31, ~~2007~~2009 and ~~2006~~2007.

Long-Term Investments

~~Ticketmaster~~The ~~Entertainment~~Company ~~applies~~owns ~~the~~certain ~~provisions~~investments ofin ~~Accounting~~common ~~Principles~~stock ~~Board No. 18, The Equity Method~~ of ~~Accounting~~entities ~~for~~which ~~Investments~~do innot ~~Common~~have ~~Stock~~readily ~~for~~determinable ~~accounting~~fair ~~for its investments in common stock~~values. Investments in which ~~Ticketmaster~~the ~~Entertainment~~Company has the ability to exercise significant influence over the operating and financial matters of the investee are accounted for using the equity method. Investments in which ~~Ticketmaster~~the ~~Entertainment~~ Company does not have the ability to exercise significant influence over the operating and financial matters of the investee are accounted for using the cost method. ~~Ticketmaster~~The ~~Entertainment~~Company evaluates each equity and cost method investment for impairment on a quarterly basis and recognizes an impairment loss if a decline in value is determined to be other-than-temporary. If ~~Ticketmaster Entertainment~~the Company has not identified events or changes in circumstances that may have a significant adverse effect on the fair value of a cost investment, then the fair value of such cost method investment is not estimated, as it is impracticable to do so.

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Contract Advances

Contract advances, which can be either recoupable or non-recoupable, represent amounts paid in advance to ~~Ticketmaster Entertainment~~the Company's clients pursuant to ticketing agreements. ~~that~~. Recoupable contract advances provide for the client's participation in the convenience charges and/or order processing fees. ~~Recoupable~~and ~~contract advances~~ are generally ~~recoupable~~ recoupable against future royalties earned by the clients based on the contract terms over the life of the contract (generally 3 to 7 years). Non-recoupable contract advances are ~~fixed~~ fixed additional incentives ~~which~~sometimes paid by the Company to secure exclusive ticketing rights with certain clients and are normally amortized over the life of the contract on a straight-line basis (generally 3 to 7 years). Recoupment of contract advances and amortization of non-recoupable contract advances are included in cost of sales in the accompanying Consolidated Statements of Operations.

Accounts Payable, Client Accounts

Accounts payable, client accounts consists of contractual amounts due to clients for tickets sold on behalf of the organizations that sponsor events and ticketing royalties, which arise from the client's share of convenience and order processing charges.

Deferred Revenue

Deferred revenue primarily consists of unredeemed gift cards issued by the Company. Upon the purchase of a gift card, deferred revenue is established for the cash value of the gift card. Deferred revenue is relieved and net revenue is recorded upon redemption by the customer or the expiration of the gift card, if applicable. Over time, some portion of the gift cards issued without expiration dates are not redeemed. This amount is recorded as revenue when it can be determined that the likelihood of the gift card being redeemed is remote and there is no legal obligation to remit the unredeemed gift cards to relevant jurisdictions. We determine the probability of the gift cards being redeemed to be remote based on historical gift card redemption patterns. Income from gift card revenue, net of any amounts subject to escheat laws, is included in revenue in the accompanying Consolidated Statements of Operations.

~~Income Taxes~~ 45

Ticketmaster Entertainment accounts for income taxes under the liability method, and deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. A valuation allowance is provided on deferred tax assets if it is determined that it is more likely than not that the deferred tax asset will not be realized. Ticketmaster Entertainment records interest on potential tax contingencies as a component of income tax expense and records interest net of any applicable related income tax benefit.

Effective January 1, 2007, Ticketmaster Entertainment adopted the provisions of FIN 48. As a result of the adoption of FIN 48, Ticketmaster Entertainment recognizes liabilities for uncertain tax positions based on the two-step process prescribed by the interpretation. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted-average number of common shares outstanding during the period, net of shares subject to repurchase rights, and excludes any dilutive effects of options or warrants, restricted stock, restricted stock units, and convertible securities,

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ifthe ~~any~~gift card, if applicable. ~~Diluted~~Over ~~net~~time, ~~income~~some ~~(loss)~~portion ~~per~~of ~~share~~the gift cards issued without expiration dates are not redeemed. This amount is ~~computed~~recorded ~~using~~as ~~the~~revenue ~~weighted-average~~when ~~number~~it can be determined that the likelihood of ~~common~~the ~~stock~~gift card being redeemed is remote and ~~common~~there ~~stock~~is ~~equivalent~~no ~~shares~~legal ~~outstanding~~obligation ~~(including~~to remit the ~~effect~~unredeemed gift cards to relevant jurisdictions. We determine the probability of ~~restricted~~the ~~stock)~~gift cards being ~~during~~redeemed ~~the~~based ~~period.~~on ~~Common~~historical ~~stock~~gift ~~equivalent~~card ~~shares~~redemption ~~are~~patterns. ~~excluded~~Income from ~~the~~gift ~~computation~~card ifrevenue, ~~their~~net ~~effect~~of any amounts subject to escheat laws, is ~~antidilutive~~included in revenue in the accompanying Consolidated Statements of Operations.

Redeemable Noncontrolling Interests

In connection with the acquisition of certain subsidiaries, the Company is party to fair value put arrangements with respect to the common securities that represent the remaining noncontrolling interests of the acquired company. These put arrangements are exercisable at fair value by the counter-party outside the control of the Company and are classified as temporary equity. Adjustments to the carrying amount of redeemable noncontrolling interests issued in the form of a common security to reflect a fair value redemption feature do not impact the Company's earnings per share. Accordingly, to the extent that the fair value of these redeemable noncontrolling interests exceeds the value determined by normal noncontrolling interest accounting, the value of such interests is adjusted to fair value with a corresponding adjustment to additional paid-in capital. Redeemable noncontrolling interests for which the put arrangements are not currently redeemable are accounted for by normal noncontrolling interest accounting, and changes in the redemption fair value are accreted over the period from the date of issuance to the earliest redemption date of the security using the interest method. For the noncontrolling interests that are not currently redeemable, the total redemption fair value being accreted to is $76.6 million.

Recent Accounting Pronouncements

See Item 15. Exhibits and Financial Statement Schedules—Note 2—Summary of Significant Accounting Policies to the Consolidated Financial Statements for a description of recent accounting pronouncements.

TICKETMASTER ENTERTAINMENT'S PRINCIPLES OF FINANCIAL REPORTING

~~Ticketmaster~~The ~~Entertainment~~Company reports Adjusted ~~Operating~~EBITDA ~~Income~~ as a supplemental measure to GAAP. This measure is one of the primary metrics by which ~~Ticketmaster~~the ~~Entertainment~~ Company evaluates the performance of its segments and businesses, on which its internal budgets are based and by which management is compensated. ~~Ticketmaster~~The ~~Entertainment~~ Company believes that investors should have access to the same set of tools that it uses in analyzing its results. This ~~non-GAAP~~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~~The ~~Entertainment~~Company provides and encourages investors to examine the reconciling adjustments between the GAAP and ~~non-GAAP~~supplemental measure, which are discussed below.

Definition of Ticketmaster Entertainment's ~~Non-GAAP~~Supplemental Measure

Adjusted ~~Operating~~EBITDA, ~~Income~~ is defined as operating income excluding, if applicable: (1) depreciation expense, (2) non-cash and stock-based compensation expense, (3) amortization and impairment of intangibles, (4) goodwill ~~impairment~~and other impairments, (5) pro forma adjustments for significant acquisitions, fair value adjustments to contingent consideration and executive compensation expense associated with significant transactions or the Merger with Live Nation, and (6) one-time items. ~~Ticketmaster~~The ~~Entertainment~~Company believes this measure is useful to investors because it represents the operating results from ~~Ticketmaster Entertainment~~the Company's businesses excluding the effects of non-cash expenses. The Adjusted ~~Operating~~EBITDA ~~Income~~metric ~~has~~was ~~certain~~named ~~limitations~~Adjusted inOperating ~~that~~Income itin ~~does not take into account~~ the ~~impact to Ticketmaster Entertainment~~Company's ~~statement~~Annual ofReport ~~operations~~on ofForm 10-K, ~~certain~~as ~~expenses~~amended, ~~including acquisition-related accounting. Ticketmaster Entertainment endeavors to compensate~~ for the ~~limitations~~year ~~of the~~ended ~~non-GAAP~~December 31, ~~measure~~2008. ~~presented~~Adjusted byEBITDA ~~also~~has ~~providing~~certain ~~the~~limitations ~~comparable~~in ~~GAAP~~that ~~measure~~it ~~with~~does ~~equal~~not ortake ~~greater~~into ~~prominence~~account ~~and~~the ~~descriptions~~impact ofto the ~~reconciling~~Company's ~~items,~~Consolidated ~~including~~Statement ~~quantifying~~of ~~such~~Operations ~~items,~~of ~~to derive~~certain ~~the~~expenses, ~~non-GAAP measure.~~

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including acquisition-related accounting. The Company 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.

Pro Forma Results

~~Ticketmaster~~The ~~Entertainment~~Company will only present Adjusted ~~Operating~~EBITDA ~~Income~~ 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~~the ~~Entertainment~~Company has included on a pro forma basis.

One-Time Items

Adjusted ~~Operating~~EBITDA ~~Income~~ is presented before one-time items, if applicable. These items are truly one-time in nature and ~~non-recurring~~ nonrecurring, 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 ~~Non-GAAP~~Supplemental Measure

Non-cash and stock-based 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~~the ~~Entertainment~~Company will include the related shares in its ~~future~~ future calculations of fully diluted shares outstanding. ~~Upon~~For the majority of the awards, upon vesting of restricted stock and restricted stock units and the exercise of certain stock options, the awards will be settled, at the Company's discretion, on a net basis, with the Company remitting the required tax withholding amount from its current funds. For certain stock-based awards which are classified as liabilities, upon vesting of the awards, the awards will be redeemed in cash at the then fair value of the stock awards.

54 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 the Company will have significant intangible amortization expense as it continues to acquire companies, the Company believes that since intangibles represent value created by the acquired company prior to acquisition, they are part of transaction costs.

~~Table~~ of ~~Contents~~ RECONCILIATION OF ADJUSTED EBITDA

~~Ticketmaster Entertainment's~~ For ~~discretion,~~a onreconciliation aof ~~net~~Adjusted ~~basis,~~EBITDA ~~with~~to Net income (loss) attributable to Ticketmaster Entertainment LLC ~~remitting~~for the ~~required~~years ~~tax~~ended December 31, ~~withholding~~2009, ~~amount~~2008 ~~from~~and ~~its~~2007, ~~current~~see ~~funds~~Item 15. Exhibits and Financial Statement Schedules—Note 7—Segment Information to the Consolidated Financial Statements.

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 OPERATING INCOME

For a reconciliation of Adjusted Operating Income to net income for the years ended December 31, 2008, 2007 and 2006, see Note 7—Segment Information of the Notes to the Consolidated Financial Statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market Risk Management

Market risk is the potential loss from adverse changes in interest rates, foreign exchange rates and market prices. Our exposure to market risk includes our Notes, our revolving credit facility, derivative instruments, cash and cash equivalents, merchant accounts payable and deferred merchant bookings denominated in foreign currencies. We manage our exposure to these risks through established policies and procedures. Our objective is to mitigate potential income statement, cash flow and market exposures from changes in interest and foreign exchange rates.

Interest Rate Risk

InOur ~~July~~market ~~2008,~~risk weis ~~issued~~affected ~~$300.0 million~~by ~~aggregate~~changes ~~principal~~in ~~amount~~interest ofrates ~~Notes~~that ~~with~~may aimpact ~~fixed rate of 10.75%. As a result, if market rates decline,~~ our ~~required~~outstanding ~~payments will exceed those based on market rates~~borrowings. The ~~fair~~Company ~~value of our Notes was approximately~~ had $~~162~~812.0 million of total debt outstanding as of December 31, ~~2008~~2009. ~~based~~Of on the ~~quoted market~~total ~~price.~~amount, ~~A 50 basis point increase or decrease in interest rates would decrease or increase~~ the ~~fair~~Company ~~value~~has $287.0 million of ~~our~~fixed-rate ~~Notes~~debt byand ~~approximately~~ $3525.30 million of variable-rate debt.

Also, in July 2008, we entered into new $650.0 million senior secured credit facilities consisting of a $100.0 million Term Loan A with a maturity of five years, a $350.0 million Term Loan B with a maturity of six years and a $200.0 million revolving credit facility (the "Revolver") with a maturity of five years. The interest rate per annum applicable to loans under the senior secured credit facilities are, at Ticketmaster Entertainment's option, equal to either a base rate or a LIBOR rate plus an applicable margin, which in the case of the Term Loan A and the Revolver will vary with the total leverage ratio of Ticketmaster Entertainment (except that the applicable margin with respect to the Term Loan A and borrowings under the Revolver is fixed at 2.75% per annum for LIBOR loans under Term Loan A and 2.25% per annum for LIBOR loans under the Revolver, and 1.75% per annum for base rate loans under Term Loan A and 1.25% per annum for base rate loans under the Revolver until Ticketmaster Entertainment delivers financial statements for the quarter ending December 31, 2008). The applicable margin for the Term Loan B is 3.25% per annum for LIBOR loans and 2.25% per annum for base rate loans. The base rate means the greater of (i) the prime rate as quoted from time to time by JPMorgan Chase Bank, N.A. or (ii) the Federal Funds rate plus 0.5%. As a result, we may be susceptible to fluctuations in interest rates since we do not hedge the interest rate exposure arising from any borrowings under our senior secured credit facilities. As of December 31, 2008, our outstanding borrowing under the revolving credit facility was $115 million. Assuming a 100 basis point change in the interest rate under our senior secured credit facilities, our annual interest expense would change by approximately $5.7 million. 47

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The $525.0 million of variable-rate debt is comprised of a $100.0 million Term Loan A, $340.0 million Term Loan B and $85.0 million outstanding under the Revolver. In aggregate, these balances are referred to as our senior secured credit facilities. Under the borrowing terms in effect as of December 31, 2009, the interest rate per annum applicable to loans under the senior secured credit facilities are, at the Company's option, equal to either a base rate or a LIBOR rate plus an applicable margin, which in the case of the Term Loan A and the Revolver will vary with the total leverage ratio of the Company. For the year ended December 31, 2009, the applicable margin for the Term Loan B was 3.25% per annum for LIBOR loans and 2.25% per annum for base rate loans. The base rate means the greater of (i) the prime rate as quoted from time to time by JPMorgan Chase Bank, N.A. or (ii) the Federal Funds rate plus 0.5%.

On May 12, 2009, the Company entered into an amendment to the senior secured credit facilities which became effective upon consummation of the Merger and payment by the Company of certain consent fees to each lender that consented to the amendment. Among other changes to the existing terms, the amendment increases the interest spreads under each of the Term Loan A, Term Loan B and revolving credit facility by 1.25%, and institutes a LIBOR floor of 2.50% for the senior secured credit facilities. Based on the LIBOR rate as of December 31, 2009, the LIBOR floor of 2.50% would be applied when determining the interest payable to the borrowers.

For the period from January 1, 2010 through January 25, 2010, a 100 basis point change in the interest rate under our senior secured credit facilities would impact the interest expense by approximately $0.4 million. Based on the three-month LIBOR rate as of December 31, 2009, a 100 basis point increase would result in a rate of 1.25%. As this is below the stipulated LIBOR floor of 2.50%, there would be no impact on the interest expense calculation for the period beginning January 25, 2010 through the end of the year.

Foreign Currency Exchange Risk

~~Ticketmaster~~The ~~Entertainment~~Company conducts business in certain foreign markets, primarily in the United Kingdom, the European Union and Canada. ~~Ticketmaster Entertainment~~The Company's primary exposure to foreign currency risk relates to ~~the Company's~~ investments in foreign subsidiaries that transact business in a functional currency other than the U.S. Dollar, primarily the Euro, British Pound Sterling and Canadian Dollar. However, the exposure is mitigated as ~~Ticketmaster~~the ~~Entertainment~~Company has generally reinvested profits from its international operations in order to fund the growth of its international operations including through acquisitions. ~~Ticketmaster~~The ~~Entertainment~~Company is also exposed to foreign currency risk related to its assets and liabilities denominated in a currency other than the functional currency.

As currency exchange rates change, translation of the income statements of ~~Ticketmaster~~the ~~Entertainment~~Company's international businesses into U.S. dollars affects year-over-year comparability of operating results. Historically, ~~Ticketmaster~~the ~~Entertainment~~Company has not hedged translation risks because cash flows from international operations generally have been ~~generally~~ reinvested locally. However, the Company periodically reviews its strategy for hedging transaction risks. The Company's objective in managing its foreign exchange risk is to minimize its potential exposure to the changes that exchange rates might have on the Company's earnings, cash flows and financial position. AHowever, ~~hypothetical~~the Company estimates that a 10% ~~adverse~~ change in overall foreign currency exchange rates over an entire year would ~~result in a reduction of~~ impact reported revenue ofby approximately $4540.98 million and ~~a reduction of~~ reported ~~loss~~earnings before income taxes ofand ~~approximately $6.7 million.~~noncontrolling ~~Excluding~~interests ~~the~~by ~~impact of impairment charges, a hypothetical 10% adverse change in foreign currency exchange rates would result in a reduction of reported loss before income taxes of~~ approximately $70.64 million. ~~These estimates assume an adverse shift in all foreign currency exchange rates, which do not always move in the same direction, and actual results may differ materially.~~

~~During~~In ~~the~~certain ~~fourth~~limited ~~quarter of 2008~~instances, ~~Ticketmaster~~the ~~Entertainment's~~Company ~~entered~~enters into foreign currency forward exchange contracts ~~which were used~~ to mitigate the risk of changes in foreign currency exchange rates on short-term intercompany loans payable to certain international subsidiaries. As of December 31, 2009 and 2008, the Company had foreign currency forward exchange ~~contracts~~ contracts outstanding with nominal amounts of ~~AUD~~CAD 163.52 million. ~~Foreign~~and ~~exchange~~AUD ~~net gains for the years ended December~~16.5 31million, ~~2008,~~respectively. ~~2007~~Gains and ~~2006~~losses ~~were~~on ~~$4.9 million, $1.1 million~~these ~~and~~foreign ~~$1.2 million,~~currency ~~respectively.~~exchange contracts are

As Ticketmaster Entertainment increases its operations in international markets it becomes increasingly exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on Ticketmaster Entertainment is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause Ticketmaster Entertainment to adjust its financing, operating and hedging strategies. 48

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recognized in "Other income" in the Consolidated Statement of Operations as the contracts were not designated as hedging instruments, substantially offsetting currency transaction gains and losses on the short-term intercompany loans. The gains or losses are carried on the Consolidated Balance Sheets on a gross basis in "Prepaid expenses and other current assets" and "Other accrued expenses and current liabilities," respectively. The change in fair value of these instruments from date of purchase through December 31, 2009 and 2008 was a loss of $0.1 million and a loss of $0.5 million, respectively.

Foreign exchange net gains for the years ended December 31, 2009, 2008 and 2007 were $5.4 million, $4.9 million and $1.1 million, respectively.

As the Company increases its operations in international markets it becomes increasingly exposed to potentially volatile movements in currency exchange rates. The economic impact of currency exchange rate movements on the Company is often linked to variability in real growth, inflation, interest rates, governmental actions and other factors. These changes, if material, could cause the Company to adjust its financing, operating and hedging strategies.

Item 8. Consolidated Financial Statements and Supplementary Data

Our consolidated financial statements and supplementary data are included at the end of this report, beginning on page F-1.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

~~Not applicable~~None.

Item 9A~~(T)~~. Controls and Procedures

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

56 Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2009. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2009, the disclosure controls and procedures are effective in ensuring that material information required to be disclosed in the Company's reports filed or submitted under the Exchange Act has been made known to them in a timely fashion.

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a—15(f) and 15d—15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2009, that have materially affected, or are reasonable likely to materially affect, the Company's internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2009.

The effectiveness of our internal control over financial reporting as of December 31, 2009 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included herein.

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~~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)~~ Report ~~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~~Independent ~~end~~Registered ~~of the~~Public ~~period~~Accounting covered by this report, our disclosure controls and procedures were effective in providing reasonable assurance that information we are 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. Firm

WeThe ~~are~~Board ~~required to comply with Section 404~~ of ~~the~~Managers ~~Sarbanes-Oxley~~and ~~Act~~Member of ~~2002~~Ticketmaster ~~by the end of our fiscal year ending December~~Entertainment ~~31,~~LLC 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.

AsWe ~~required~~have byaudited ~~Rule~~Ticketmaster Entertainment, ~~13a-15(d)~~Inc.'s ~~under~~internal ~~the~~control ~~Exchange~~over ~~Act~~financial reporting as of December 31, we2009, ~~under~~based ~~the~~on ~~supervision~~criteria ~~and~~established ~~with~~in Internal Control—Integrated Framework issued by the ~~participation~~Committee of ~~our~~Sponsoring ~~management,~~Organizations ~~including~~of the ~~Chief~~Treadway ~~Executive~~Commission ~~Officer~~(the ~~and Chief~~COSO ~~Financial~~criteria). ~~Officer~~Ticketmaster Entertainment, Inc.'s ~~also~~management ~~evaluated~~is responsible ~~whether~~for ~~any~~maintaining ~~changes~~effective ~~occurred to our~~ internal control over financial reporting, ~~during~~and for its assessment of the ~~period~~effectiveness ~~covered~~of byinternal ~~this~~control ~~report~~over ~~that~~financial ~~have~~reporting ~~materially~~included ~~affected,~~in orthe ~~are~~accompanying ~~reasonably~~Management's ~~likely~~Report toon ~~materially~~Internal ~~affect,~~Control ~~such~~Over ~~control~~Financial Reporting. ~~Based~~Our onresponsibility ~~that~~is ~~evaluation,~~to ~~there~~express ~~has~~an ~~been~~opinion noon ~~such~~the ~~change~~company's ~~during~~internal ~~the~~control ~~period~~over ~~covered~~financial byreporting ~~this~~based ~~report~~on our audit.

~~This~~We ~~annual~~conducted ~~report~~our ~~does~~audit ~~not~~in ~~include~~accordance awith ~~report~~the standards of ~~management's~~the ~~assessment~~Public ~~regarding~~Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting orwas anmaintained ~~attestation~~in ~~report~~all material respects. Our audit included obtaining an understanding of ~~the~~internal ~~Company's~~control ~~independent~~over ~~registered~~financial ~~public~~reporting, ~~accounting~~assessing ~~firm~~the ~~due~~risk tothat a ~~transition~~material ~~period~~weakness ~~established~~exists, bytesting and evaluating the ~~rules~~design and operating effectiveness of internal control based on the ~~SEC~~assessed ~~for~~risk, ~~newly~~and ~~public~~performing such ~~companies~~other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Ticketmaster Entertainment, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets as of December 31, 2009 and 2008 and the related consolidated statements of operations, temporary equity and equity, and cash flows for each of the three years in the period ended December 31, 2009 of Ticketmaster Entertainment, Inc. and our report dated February 25, 2010 expressed an unqualified opinion thereon.


		/s/ ERNST & YOUNG LLP

Los Angeles, California
February 25, 2010

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Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

~~The~~Omitted ~~information~~pursuant ~~regarding~~to ~~directors,~~General ~~executive officers, the Company's Audit Committee and Section~~Instruction 16I(a2)(c) ~~beneficial ownership reporting compliance is incorporated herein by reference~~ to ~~our definitive proxy statement to be filed with the Securities and Exchange Commission within 120~~Form ~~days after the close of our fiscal year ended December 31, 2008~~10-K.

We have a Code of Business Conduct and Ethics, which is applicable to all of our directors, officers and employees. The Code of Business Conduct and Ethics is available on our Investor Relations Web site (http://investors.ticketmaster.com). We intend to post any amendments to or waivers from our Code of Business Conduct and Ethics applicable to our chief executive officer, principal financial officer or principal accounting officer at this location on our Web site.

Item 11. Executive Compensation

~~Information~~Omitted ~~for~~pursuant ~~this item is incorporated herein by reference~~ to ~~our~~General ~~definitive~~Instruction I(2)(c) ~~proxy statement~~ to ~~be filed with the Securities and Exchange Commission within 120~~Form ~~days after the close of our fiscal year ended December 31, 2008~~10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

~~Information~~The ~~for~~following ~~this~~table ~~item~~sets isforth ~~incorporated~~fees ~~herein~~for byall ~~reference~~professional toservices ~~our~~rendered ~~definitive~~by ~~proxy~~Ernst & ~~statement~~Young LLP to ~~be filed with the Securities and~~Ticketmaster ~~Exchange~~Entertainment ~~Commission~~for ~~within~~each ~~120 days~~of ~~after~~ the ~~close~~years ~~of our fiscal year~~ ended December 31, 2009 and 2008.

Description	2009		2008

Audit Fees(1)	$	2,442,839	$	1,816,694
Audit-Related Fees(2)		140,537		652,280
Tax Fees		—		—
Other Fees		—		—

Total Fees	$	2,583,376	$	2,468,974

(1): Audit Fees include fees associated with the annual audit of the Company's consolidated financial statements; accounting consultations and expenses associated with the audit; and statutory audits. Statutory audits include audits performed for certain Ticketmaster Entertainment businesses in various jurisdictions abroad, which audits are required by local law.
(2): Audit-Related Fees include SAS 70 fees, due diligence fees and accounting consultations in connection with acquisitions.

Audit Committee Policy Regarding Pre-Approval of Audit and Permissible Non-Audit Services of our Independent Auditors

The Audit Committee of Ticketmaster Entertainment approved all of the audit and permissible non-audit services performed by Ernst & Young LLP during the 2009 fiscal year. From and after the Merger on January 25, 2010, the Audit Committee of the Company's parent, Live Nation, performs the audit committee function for the Company. The Audit Committee has established procedures for the approval of all audit and non-audit services provided by our independent registered public accounting firm. Pursuant to this policy, the Audit Committee approves all audit and non-audit services provided by the independent registered public accounting firm, including the fees and other terms of the engagements. Before the independent registered public accounting firm is engaged to perform any non-audit services, the Audit Committee must review and pre-approve such services. The Audit Committee may delegate its approval authority to its Chairperson, provided that any services approved by the Chairperson are reported to the Audit Committee at its next regularly scheduled meeting.

Table of Contents

PART IV

Item 15. Exhibits and Financial Statement ~~Schedule~~Schedules

(a)(1) Consolidated Financial Statements

The financial statements listed in the Index to Consolidated Financial Statements on page F-1 are filed as part of this Form 10-K.

(a)(2) Financial Statement Schedule

Schedule II—Valuation and Qualifying Accounts on page F-59

All other financial statement schedules are either included in the Notes to Consolidated Financial Statements or are omitted because they are not applicable.

(a)(3) Exhibits

Exhibit			Description

	2.1		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)
	3.1		Certificate of Formation of LN-TM Merger Sub, LLC (incorporated by reference to Exhibit 3.1 of Ticketmaster Entertainment's Form 8-K, filed February 5, 2010)
	3.2		Limited Liability Company Agreement of LN-TM Merger Sub, LLC, dated January 22, 2010 (incorporated by reference to Exhibit 3.2 of Ticketmaster Entertainment's Form 8-K, filed February 5, 2010)
	10.1		Separation and Distribution Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.2		Tax Sharing Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.3		Transition Services Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.4		Employee Matters Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.5		Credit Agreement among Ticketmaster Entertainment, Inc., the Guarantors party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, dated as of July 25, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.6		Amendment No. 1 to Credit Agreement among Ticketmaster Entertainment, Inc., the Guarantors party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative and Collateral Agent, dated as of July 25, 2008 (incorporated by reference to Exhibit 10.1 to Ticketmaster Entertainment's Form 10-Q for the quarter ended September 30, 2009)

Table of Contents

Exhibit			Description
	2.1		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)
	10.7		Indenture, dated as of July 28, 2008, among Ticketmaster, as Issuer, the Guarantors identified therein, and The Bank of New York Mellon, as Trustee (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	3.1		Amended and Restated Certificate of Incorporation of Ticketmaster Entertainment, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.8		First Supplemental Indenture, dated as of August 20, 2008, to the Indenture, dated as of July 28, 2008, among Ticketmaster, as Issuer, the Guarantors identified therein and The Bank of New York Mellon as Trustee (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	3.2		Certificate of Ownership and Merger Merging Ticketmaster Merger Corporation into Ticketmaster (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)
	10.9		Second Supplemental Indenture, dated as of April 30, 2009, to the Indenture, dated as of July 28, 2008, among Ticketmaster, as Issuer, the Guarantors identified therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 10.2 to Ticketmaster Entertainment's Form 10-Q for the quarter ended June 30, 2009)
	3.3		Amended and Restated By-laws of Ticketmaster Entertainment (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.10		Third Supplemental Indenture, dated as of July 23, 2009, to the Indenture, dated as of July 28, 2008, among Ticketmaster, as Issuer, the Guarantors identified therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 10.3 to Ticketmaster Entertainment's Form 10-Q for the quarter ended June 30, 2009)
	4.1		Certificate of Designation for Series A Convertible Preferred Stock of Ticketmaster Entertainment Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)
	10.11		Fourth Supplemental Indenture, dated January 25, 2010, by and among Ticketmaster Entertainment, LLC, Ticketmaster Noteco, Inc., the Guarantors party thereto and The Bank of New York Mellon, as Trustee, to the Indenture dated July 28, 2008, among Ticketmaster Entertainment, Inc., as Issuer, the Guarantors named therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Live Nation Entertainment, Inc.'s Form 8-K dated January 25, 2010)
	10.1		Separation and Distribution Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.12		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of July 31, 2006 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.2		Tax Sharing Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.13		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of February 6, 2006 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.3		Transition Services Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.14		Letter Agreement between Ticketmaster L.L.C. and Ticketmaster Group Limited Partnership, dated as of October 17, 2005 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.4		Employee Matters Agreement, dated as of August 20, 2008, by and among IAC/InterActiveCorp, HSN, Inc., Interval Leisure Group, Inc., Ticketmaster and Tree.com, Inc. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.15		Letter Agreement between Ticketmaster L.L.C. and Ticketmaster Group Limited Partnership, dated as of March 21, 2002 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.5		Registration Rights Agreement, dated as of August 20, 2008, among Ticketmaster, Liberty Media Corporation and Liberty USA Holdings, LLC. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.16		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of February 7, 2001 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.6		Spinco Agreement, dated as of May 13, 2008, between IAC/InterActiveCorp, Liberty Media Corporation, LMC Silver King, Inc., Liberty HSN II, Inc., LMC USA VIII, Inc., LMC USA IX, Inc., LMC USA XI, Inc., LMC USA XII, Inc., LMC USA XIII, Inc., LMC USA XIV, Inc., LMC USA XV, Inc., Liberty Tweety, Inc., BDTV Inc., BDTV II Inc., BDTV III Inc., BDTV IV Inc. and Barry Diller (filed as Exhibit 10.1 to IAC/InterActiveCorp's Current Report on Form 8-K (SEC File No. 0-20570) dated May 16, 2008 and incorporated herein by reference)
	10.17		Amendment to License Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of August 31, 1999 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.7		Spinco Assignment and Assumption Agreement, dated as of August 20, 2008, among IAC/InterActiveCorp, Ticketmaster, Liberty Media Corporation and Liberty USA Holdings, LLC. (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.18		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of July 28, 1997 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.8		Employment Agreement between IAC/InterActiveCorp and Sean Moriarty, dated as of August 5, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on From S-1/A, filed August 8, 2008)†

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Table of Contents

Exhibit			Description
	10.9		Employment Agreement between Ticketmaster L.L.C. and Edward J. Weiss, effective as of January 1, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form S-1, filed August 1, 2008)†
	10.19		Consent and Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of January 5, 1996 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.10		Employment Agreement between Ticketmaster L.L.C. and Eric Korman, effective as of April 10, 2006 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)†
	10.20		License Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of May 23, 1991 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.11		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of July 31, 2006 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.21		Amended and Restated Ticketmaster Entertainment, Inc. 2008 Stock and Annual Incentive Plan (incorporated by reference to Annex K to Ticketmaster Entertainment's Definitive Proxy Statement on Schedule 14A, filed November 6, 2009)†
	10.12		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of February 6, 2006 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.22		Agreement and Plan of Merger among Ticketmaster, V.I.P. Merger Sub Inc., The V.I.P. Tour Company, TNSH, LLC, and certain stockholders of The V.I.P. Tour Company, dated January 11, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form S-1, filed August 1, 2008)
	10.13		Letter Agreement between Ticketmaster L.L.C. and Ticketmaster Group Limited Partnership, dated as of October 17, 2005 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.23		Stockholder Agreement, dated as of February 10, 2009, by and among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc. (incorporated by reference to Ticketmaster' Entertainment's Form 8-K, filed February 13, 2009)
	10.14		Letter Agreement between Ticketmaster L.L.C. and Ticketmaster Group Limited Partnership, dated as of March 21, 2002 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.24		Stock Purchase Agreement, dated as of October 22, 2008, by and among FLMG Holdings Corp., MM Investment Inc. and WMG Church Street Limited (incorporated by reference to Ticketmaster Entertainment's Form 8-K filed October 28, 2008)
	10.15		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of February 7, 2001 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.25		Employment Agreement, dated as of October 22, 2008, by and among Irving Azoff, Ticketmaster Entertainment Inc., and for certain purposes, the Azoff Family Trust of 1997 (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)†
	10.16		Amendment to License Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of August 31, 1999 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.26		Employment Agreement, dated October 21, 2009, by and among Irving Azoff, Ticketmaster Entertainment, Inc. and the Azoff Family Trust of 1997, dated May 27, 1997 (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed October 21, 2009)†
	10.17		Letter Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of July 28, 1997 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.27		Amended and Restated Employment Agreement, dated as of October 21, 2009, by and between Front Line Management Group, Inc. and Irving Azoff (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed October 21, 2009)†
	10.18		Consent and Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of January 5, 1996 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.28		Restricted Stock Award Agreement, dated as of June 8, 2007, by and between Front Line Management Group, Inc. and Irving Azoff (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)†
	10.19		License Agreement between Ticketmaster Corporation and Ticketmaster Group Limited Partnership, dated as of May 23, 1991 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)
	10.29		Amended and Restated Stockholders' Agreement of Front Line Management Group, Inc., dated as of June 9, 2008, by and among Front Line Management Group, Inc., FLMG Holdings Corp., for certain purposes IAC/ InterActiveCorp, The Azoff Family Trust of 1997, MM Investment Inc., WMG Church Street Limited, Madison Square Garden, L.P. and the other parties named therein (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)†
	10.20		Ticketmaster 2008 Stock and Annual Incentive Plan (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)†
	10.30		Note, dated January 24, 2010, by and among Ticketmaster Entertainment, Inc., Azoff Family Trust of 1997 and Irving Azoff (incorporated by reference to Live Nation Entertainment, Inc.'s Form 8-K dated January 25, 2010)†
	10.21		Employment Agreement between Brian Regan and Ticketmaster L.L.C., dated as of May 19, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)†
	10.22		Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form S-1, filed August 1, 2008)†

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Table of Contents

Exhibit			Description
	10.23		Credit Agreement among Ticketmaster, as Borrower, Certain Subsidiaries of the Borrower, as Guarantors, The Lenders Party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent, dated as of July 25, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form S-1/A, filed August 8, 2008)
	10.31		Employment Agreement between Brian Regan and Ticketmaster L.L.C., dated as of May 19, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form 10-12B/A, filed June 26, 2008)†
	10.24		Indenture, dated as of July 28, 2008, among Ticketmaster, as Issuer, the Guarantors identified therein, and The Bank of New York Mellon, as Trustee (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form S-1, filed August 1, 2008)
	10.32		Amendment No. 1 to Employment Agreement dated as of May 19, 2008, between Brian Regan and Ticketmaster L.L.C. (incorporated by reference to Exhibit 10.3 to Ticketmaster Entertainment's Form 8-K, filed July 31, 2009)†
	10.25		First Supplemental Indenture, dated as of August 20, 2008, to the Indenture, dated as of July 28, 2008, among Ticketmaster, as Issuer, the Guarantors identified therein and The Bank of New York Mellon, as Trustee (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed August 25, 2008)
	10.33		Amendment No. 2 to Employment Agreement dated as of May 19, 2008, between Brian Regan and Ticketmaster L.L.C. (incorporated by reference to Exhibit 10.2 to Ticketmaster Entertainment's Form 8-K, filed July 31, 2009)†
	10.26		Agreement and Plan of Merger among Ticketmaster, V.I.P. Merger Sub Inc., The V.I.P. Tour Company, TNSH, LLC, and certain stockholders of The V.I.P. Tour Company, dated January 11, 2008 (incorporated by reference to Ticketmaster Entertainment's Registration Statement on Form S-1, filed August 1, 2008)
	10.34		Employment Agreement by and between Eric Korman and Ticketmaster Entertainment, Inc., dated as of July 27, 2009 (incorporated by reference to Exhibit 10.1 to Ticketmaster Entertainment's Form 8-K, filed July 31, 2009)†
	10.27		Stockholder Agreement, dated as of February 10, 2009, by and among Live Nation, Inc., Liberty Media Corporation, Liberty USA Holdings, LLC and Ticketmaster Entertainment, Inc. (incorporated by reference to Ticketmaster' Entertainment's Form 8-K, filed February 13, 2009)
	10.35		Employment Agreement dated as of December 9, 2004, between Ticketmaster L.L.C. and Chris Riley (incorporated by reference to Ticketmaster Entertainment's Form 10-Q for the Quarterly Period ended September 30, 2008)†
	10.28		Stock Purchase Agreement, dated as of October 22, 2008, by and among FLMG Holdings Corp., MM Investment Inc. and WMG Church Street Limited (incorporated by reference to Ticketmaster Entertainment's Form 8-K filed October 28, 2008)
	10.36		Amendment No. 1 dated as of January 4, 2008, to Employment Agreement between Ticketmaster L.L.C. and Chris Riley (incorporated by reference to Ticketmaster Entertainment's Form 10-Q for the Quarterly Period ended September 30, 2008)†
	10.29		Employment Agreement, dated as of October 22, 2008, by and among Irving Azoff, Ticketmaster Entertainment Inc., and for certain purposes, the Azoff Family Trust of 1997 (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)†
	10.37		Amendment No. 2 to Employment Agreement dated as of November 4, 2004, between Chris Riley and Ticketmaster L.L.C. (incorporated by reference to Exhibit 10.1 to Ticketmaster Entertainment's Form 8-K filed August 21, 2009)†
	10.30		Employment Agreement, dated as of May 11, 2007, by and between Front Line Management Group, Inc. and Irving Azoff (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)†
	14.1		Code of Business Conduct and Ethics
	10.31		Restricted Stock Award Agreement, dated as of June 8, 2007, by and between Front Line Management Group, Inc. and Irving Azoff (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)†
	31.1		Certification of Chief Executive Officer
	10.32		Amended and Restated Stockholders' Agreement of Front Line Management Group, Inc., dated as of June 9, 2008, by and among Front Line Management Group, Inc., FLMG Holdings Corp., for certain purposes IAC/ InterActiveCorp, The Azoff Family Trust of 1997, MM Investment Inc., WMG Church Street Limited, Madison Square Garden, L.P. and the other parties named therein (incorporated by reference to Ticketmaster Entertainment's Form 8-K, filed November 4, 2008)†
	31.2		Certification of Chief Financial Officer
	10.33		Employment Agreement dated as of December 9, 2004, between Ticketmaster L.L.C. and Chris Riley (incorporated by reference to Ticketmaster Entertainment's Form 10-Q for the Quarterly Period ended September 30, 2008)†
	32.1		Section 1350 Certification of Chief Executive Officer
	10.34		Amendment No. 1 dated as of January 4, 2008, to Employment Agreement between Ticketmaster L.L.C. and Chris Riley (incorporated by reference to Ticketmaster Entertainment's Form 10-Q for the Quarterly Period ended September 30, 2008)†
	32.2		Section 1350 Certification of Chief Financial Officer
	99.1		"Risk Factors" as set forth in Live Nation Entertainment, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2009

61 †Reflects management contracts and management and director compensatory plans

Table of Contents

Exhibit			Description
	21.1		Subsidiaries of Ticketmaster Entertainment, Inc.
	31.1		CEO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
	31.2		CFO Certification Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
	32.1		CEO and CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Unless otherwise noted, exhibits are filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.
	TICKETMASTER ENTERTAINMENT LLC (Registrant)
	(Registrant)
Date: February 25, 2010
Date: March 31, 2009	By:	/s/ IRVING L. AZOFF Irving L. Azoff Chief Executive Officer
	By:	/s/ MICHAEL RAPINO Michael Rapino Chief Executive Officer, Live Nation Entertainment, Inc.*

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant on ~~March~~February 3025, ~~2009~~2010 in the capacities indicated.

Signature		Title
/s/ IRVING L. AZOFF Irving L. Azoff		Chief Executive Officer & Director (Principal Executive Officer)
/s/ MICHAEL RAPINO Michael Rapino		Chief Executive Officer, Live Nation Entertainment, Inc. & Manager (Principal Executive Officer)
/s/ BRIAN REGAN Brian Regan		Executive Vice President, & Chief Financial Officer, Ticketmaster Entertainment LLC & Manager (Principal Financial & Accounting Officer)
/s/ BARRY DILLER Barry Diller		Chairman & Director
/s/ MICHAEL ROWLES Michael Rowles		Manager
/s/ TERRY BARNES Terry Barnes		Director
/s/ MARK CARLETON Mark Carleton		Director
/s/ BRIAN DEEVY Brian Deevy		Director
/s/ JONATHAN DOLGEN Jonathan Dolgen		Director
/s/ DIANE IRVINE Diane Irvine		Director
/s/ CRAIG JACOBSON Craig Jacobson		Director
/s/ VICTOR KAUFMAN Victor Kaufman		Director
/s/ MICHAEL LEITNER Michael Leitner		Director
Jon Miller		Director

63 *Mr. Rapino, as Chief Executive Officer of the Company's parent, Live Nation Entertainment, Inc., performs the function of Chief Executive Officer of the Company.

Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		PAGE
Audited Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm	F-2
	Consolidated Statements of Operations for the years ended December 31, 2008, 2007 and 2006	F-3
	Consolidated Statements of Operations for the Years Ended December 31, 2009, 2008 and 2007	F-3
	Consolidated Balance Sheets as of December 31, 2008 and 2007	F-4
	Consolidated Balance Sheets as of December 31, 2009 and 2008	F-4
	Consolidated Statements of Redeemable Preferred Stock and Stockholders' Equity for the years ended December 31, 2008, 2007 and 2006	F-5
	Consolidated Statements of Temporary Equity and Equity for the Years Ended December 31, 2009, 2008 and 2007	F-5
	Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2007 and 2006	F-6
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007	F-6
	Notes to Consolidated Financial Statements	F-7
Schedule II—Valuation and Qualifying Accounts		F-6359

Explanatory Note

The accompanying audited consolidated financial statements are labeled as those of Ticketmaster Entertainment, Inc., whereas this Annual Report on Form 10-K for the year ended December 31, 2009 is being filed by Ticketmaster Entertainment LLC. As of December 31, 2009, Ticketmaster Entertainment, Inc. was a stand alone public entity. On January 25, 2010, Ticketmaster Entertainment, Inc. merged with and into an indirect, wholly-owned subsidiary of Live Nation, creating Ticketmaster Entertainment LLC. The separate corporate existence of Ticketmaster Entertainment, Inc. ceased at such time, and Ticketmaster Entertainment LLC succeeded to the assets, liabilities, rights, obligations and duties of Ticketmaster Entertainment, Inc. These financial statements reflect the previous name, Ticketmaster Entertainment, Inc., because that was the name and structure of the entity as of December 31, 2009.

F-1

Table of Contents

Report of Independent Registered Public Accounting Firm

The Board of ~~Directors~~Managers and ~~Stockholders~~Member of Ticketmaster Entertainment, ~~Inc.~~LLC

We have audited the accompanying consolidated balance sheets of Ticketmaster Entertainment, Inc. (the "Company," as described in Note 1) as of December 31, ~~2008~~2009 and ~~2007~~2008, and the related consolidated statements of operations, ~~redeemable~~temporary ~~preferred~~equity ~~stock~~ and ~~stockholders'~~ equity, and cash flows for each of the three years in the period ended December 31, ~~2008~~ 2009. Our audits also included the financial statement schedule ~~listed~~on ~~in the Index at Item~~page ~~15(a)~~F-59. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal controls over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit ~~also~~ includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,. An audit also includes assessing the accounting principles used and significant estimates made by management, ~~and~~as well as evaluating the overall financial ~~statement~~ statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Ticketmaster Entertainment, Inc. at December 31, ~~2008~~2009 and ~~2007~~2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2008~~2009, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

~~/s/~~ As discussed in Note ~~ERNST~~2 to the consolidated financial statements, on January &1, 2009, the Company adopted Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Financial Statements—an ~~YOUNG~~amendment of Accounting Research Bulletin No. ~~LLP~~ 51, (codified in FASB Accounting Standards Codification 810, Consolidation) and retroactively applied its presentation and disclosure requirements.

~~Los~~ We ~~Angeles~~also have audited, ~~California~~in accordance with the standards of the Public Company Accounting Oversight Board (United States), Ticketmaster Entertainment, Inc.'s internal control over ~~March~~financial reporting as of December 2731, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 25, 2010 expressed an unqualified opinion thereon.


		/s/ ERNST & YOUNG LLP
Los Angeles, California February 25, 2010

F-2

Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

		Years Ended December 31,
		2008			2007			2006
		2009			2008			2007
		(In thousands, except per share data)
Revenue		$	1,~~438~~482,~~282~~997		$	1,~~221~~438,~~798~~282		$	1,~~047~~221,~~380~~798
Interest on funds held for clients			163,~~243~~170			1816,~~679~~243			1518,~~292~~679
	Total revenue		1,~~454~~486,~~525~~167			1,~~240~~454,~~477~~525			1,~~062~~240,~~672~~477
Cost of sales (exclusive of depreciation shown separately below)			~~927~~896,~~889~~152			~~766~~927,~~538~~889			~~637~~766,~~152~~538
Gross profit	~~Gross profit~~		~~526~~590,~~636~~015			~~473~~526,~~939~~636			~~425~~473,~~520~~939
Selling and marketing expense			~~102~~94,~~631~~657			43102,~~487~~631			2043,~~123~~487
General and administrative expense			~~190~~271,~~054~~337			~~149~~190,~~478~~054			~~118~~149,~~317~~478
Amortization of intangibles			4471,~~109~~608			2644,~~200~~109			2726,~~109~~200
Depreciation			4956,~~894~~293			3849,~~458~~894			3538,~~080~~458
Goodwill impairment			~~1,094,091~~—			—1,094,091			—
	Operating (loss) income		(954,143	)		216,316			224,891
	Operating income (loss)		96,120			(954,143	)		216,316
Other income (expense):
Other (expense) income, net:
	Interest (expense) income, net		(25,290	)		32,062			33,680
	Interest income		2,392			13,926			33,065
	Equity in income of unconsolidated affiliates		2,659			6,301			2,997
	Interest expense		(63,518	)		(39,216	)		(1,003	)
	Impairment of long-term investments		(12,334	)		—			—
	Equity in income of unconsolidated affiliates		3,872			2,659			6,301
	Other income		4,914			1,120			982
	Impairment of long-term investments		(9,914	)		(12,334	)		—
Total other (expense) income, net			(30,051	)		39,483			37,659
	Other income		9,172			4,914			1,120
(Loss) earnings before income taxes and minority interest			(984,194	)		255,799			262,550
Total other (expense) income, net			(57,996	)		(30,051	)		39,483
Income tax provision			(25,627	)		(89,007	)		(85,967	)
Earnings (loss) before income taxes and noncontrolling interests			38,124			(984,194	)		255,799
Minority interests in losses of consolidated subsidiaries			4,322			2,559			118
Income tax provision			(19,096	)		(25,627	)		(89,007	)
Net (loss) income		$	(1,005,499	)	$	169,351		$	176,701
Net income (loss)			19,028			(1,009,821	)		166,792
Net (loss) earnings per share available to common stockholders:
Loss attributable to noncontrolling interests, net			11,226			4,322			2,559
Basic and diluted		$	(17.84	)	$	3.01		$	3.15
Net income (loss) attributable to Ticketmaster Entertainment, Inc		$	30,254		$	(1,005,499	)	$	169,351
Weighted average number of common and common equivalent stock outstanding:
Net earnings (loss) per share available to common stockholders:
Basic and diluted			56,353			56,171			56,171
Basic		$	0.53		$	(17.84	)	$	3.01
Diluted		$	0.50		$	(17.84	)	$	3.01

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

F-3

Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

		December 31, 2008			December 31, 2007
		December 31, 2009			December 31, 2008
		(In thousands, except per share data)
ASSETS
Cash and cash equivalents		$	~~464~~554,~~618~~482		$	~~568~~464,~~417~~618
Restricted cash			—			853
Marketable securities			—			1,495
Marketable securities			1,495			—
Accounts receivable, client accounts			62,964			70,121
Accounts receivable, client accounts			70,121			99,453
Accounts receivable, net of allowance of $6,799 and $3,662 at December 31, 2009 and 2008, respectively			43,150			46,459
Accounts receivable, trade, net of allowance of $3,662 and $2,346, respectively			46,459			33,979
Deferred income taxes			26,661			14,038
Deferred income taxes			14,038			5,883
Contract advances			47,923			44,927
Contract advances			44,927			63,126
Prepaid expenses and other current assets			34,197			37,758
Prepaid expenses and other current assets			37,758			21,149
	Total current assets		769,377			679,416
	Total current assets		679,416			792,860
Property and equipment, net			101,048			111,291
Property and equipment, net			111,291			95,122
Goodwill			482,341			455,751
Goodwill			455,751			1,090,418
Intangible assets, net			300,305			330,061
Intangible assets, net			330,061			92,325
Long-term investments			8,809			17,487
Long-term investments			17,487			149,295
Other non-current assets			127,878			112,561
Other non-current assets			112,561			86,514
TOTAL ASSETS		$	1,789,758		$	1,706,567
TOTAL ASSETS		$	1,706,567		$	2,306,534
LIABILITIES, TEMPORARY EQUITY AND EQUITY
LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY
LIABILITIES:
Accounts payable, client accounts		$	~~324~~364,~~164~~893		$	~~413~~324,~~075~~164
Accounts payable, trade			29,251			14,698
Accounts payable			25,697			29,251
Accrued compensation and benefits			3946,~~683~~384			3139,~~171~~683
Deferred revenue			3332,~~244~~483			1933,~~829~~244
Income taxes payable			711,~~522~~196			17,~~721~~522
Other accrued expenses and current liabilities			82100,~~435~~275			4282,~~449~~435
	Total current liabilities		~~516~~580,~~299~~928			~~522~~516,~~943~~299
Long term debt			865,000			—
Long-term debt			811,980			865,000
Income taxes payable			14,~~680~~448			~~982~~1,680
Other long-term liabilities			1028,~~286~~016			310,~~204~~286
Deferred income taxes			6760,~~300~~337			3267,~~416~~300
Minority interests			69,544			7,812
Commitments and contingencies
REDEEMABLE PREFERRED STOCK:
TEMPORARY EQUITY:
Series A convertible redeemable preferred stock, $0.01 par value, 25,000 authorized, 1,750 non-vested shares issued and outstanding at December 31, 2008 and no shares authorized, issued and outstanding at December 31, 2007			9,888			—
Series A convertible redeemable preferred stock, $0.01 par value, 25,000 shares authorized, 1,750 non-vested shares issued and outstanding at December 31, 2009 and December 31, 2008			16,130			9,888
STOCKHOLDERS' EQUITY:
Redeemable noncontrolling interests			57,086			42,483
Common stock, $0.01 par value, 300,000 shares authorized at December 31, 2008; 57,213 shares issued and outstanding			572			—
EQUITY:
Invested capital			—			2,172,497
Ticketmaster Entertainment, Inc. stockholders' equity:
Additional paid-in capital			1,236,130			—
Common stock, $0.01 par value, 300,000 shares authorized; 57,383 shares issued and outstanding at December 31, 2009 and 57,213 shares issued and outstanding at December 31, 2008			574			572
Receivables from IAC and subsidiaries			—			(474,110	)
Additional paid-in capital			1,219,822			1,235,019
Accumulated deficit			(1,~~058~~028,~~758~~504	)		—(1,058,758	)
Accumulated other comprehensive (loss) income			(11,374	)		40,790
Accumulated other comprehensive income (loss)			7,001			(11,374	)
	Total stockholders' equity		166,570			1,739,177
	Total Ticketmaster Entertainment, Inc. stockholders' equity		198,893			165,459
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY		$	1,706,567		$	2,306,534
Noncontrolling interests			31,940			28,172
Total equity			230,833			193,631
TOTAL LIABILITIES, TEMPORARY EQUITY AND EQUITY		$	1,789,758		$	1,706,567

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

F-4

Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF ~~REDEEMABLE~~TEMPORARY ~~PREFERRED~~EQUITY ~~STOCK~~ AND ~~STOCKHOLDERS'~~ EQUITY

					Stockholders' Equity
	Redeemable Preferred Stock $0.01 Par Value				Common Stock $0.01 Par Value
																		Receivables from IAC and Subsidiaries			Accumulated Other Comprehensive Income
									Invested Capital			Additional Paid-in Capital			Retained Deficit
	Amount		Shares		Amount		Shares																	Total
	(in thousands)
Balance as of December 31, 2005	$	—		—	$	—		—	$	1,681,651		$	—		$	—		$	(329,601	)	$	995		$	1,353,045
Comprehensive income:
Net income for the year ended December 31, 2006		—		—		—		—		176,701			—			—			—			—			176,701
Foreign currency translation		—		—		—		—		—			—			—			—			21,993			21,993
Comprehensive income																									198,694
Net transfers from IAC (principally funding for acquisitions reduced by the transfer of an investment to IAC)		—		—		—		—		16,358			—			—			—			—			16,358
Net change in receivables from IAC and subsidiaries		—		—		—		—		—			—			—			(210,260	)		—			(210,260	)
Balance as of December 31, 2006	$	—		—	$	—		—	$	1,874,710		$	—		$	—		$	(539,861	)	$	22,988		$	1,357,837
Comprehensive income:
Net income for the year ended December 31, 2007		—		—		—		—		169,351			—			—			—			—			169,351
Foreign currency translation		—		—		—		—		—			—			—			—			17,802			17,802
Comprehensive income																									187,153
Cumulative effect of adoption of FIN 48		—		—		—		—		1,344			—			—			—			—			1,344
Net transfers from IAC (principally the transfer of an investment to Ticketmaster Entertainment, Inc. and funding for acquisitions)		—		—		—		—		127,092			—			—			—			—			127,092
Net change in receivables from IAC and subsidiaries		—		—		—		—					—			—			65,751			—			65,751
Balance as of December 31, 2007	$	—		—	$	—		—	$	2,172,497		$	—		$	—		$	(474,110	)	$	40,790		$	1,739,177
Comprehensive loss:
Net income prior to the spin-off		—		—		—		—		53,259			—			—			—			—			53,259
Net loss after the spin-off		—		—		—		—		—			—			(1,058,758	)		—			—			(1,058,758	)
Foreign currency translation		—		—		—		—		—			—			—			—			(52,164	)		(52,164	)
Comprehensive loss																									(1,057,663	)
Distributions to and contributions from IAC, net of extinguishment of intercompany amounts		—		—		—		—		(1,012,960	)		—			—			474,110			—			(538,850	)
Capitalization as a result of the spin-off from IAC		—		—		—		—		(1,212,796	)		1,212,796			—			—			—			—
Issuance of common stock at spin-off		—		—		562		56,210		—			(562	)		—			—			—			—
Adjustment of deferred RSU liability to fair value		—		—		—		—		—			826			—			—			—			826
Issuance of common stock upon exercise of stock options		—		—		—		3		—			50			—			—			—			50
Stock awards related to Front Line acquisition		—		—		10		1,000		—			13,158			—			—			—			13,168
Redeemable preferred stock		8,848		1,750		—		—		—			(8,848	)		—			—			—			(8,848	)
Stock-based compensation		1,040		—		—		—		—			18,710			—			—			—			18,710
Balance as of December 31, 2008	$	9,888		1,750	$	572		57,213	$	—		$	1,236,130		$	(1,058,758	)	$	—		$	(11,374	)	$	166,570

(In thousands)

	Temporary Equity							Ticketmaster Entertainment, Inc. Stockholders' Equity

	Redeemable Preferred Stock $0.01 Par Value							Common Stock $0.01 Par Value
					Redeemable Non- controlling Interests																			Accumulated Other Comprehensive Income (Loss)
												Invested Capital			Additional Paid-in Capital			Accumulated Deficit			Receivables from IAC and Subsidiaries						Non- controlling Interests
	Amount		Shares					Amount		Shares		Invested Capital			Additional Paid-in Capital			Accumulated Deficit			Receivables from IAC and Subsidiaries						Non- controlling Interests			Total
Balance as of December 31, 2006	$	—		—	$	669		$	—		—	$	1,874,710		$	—		$	—		$	(539,861	)	$	22,988		$	—		$	1,357,837
Comprehensive income:																															—
Net income (loss) for the year ended December 31, 2007		—		—		(2,560	)		—		—		169,351			—			—			—			—			—			169,351
Foreign currency translation		—		—		72			—		—		—			—			—			—			17,802			—			17,802

Comprehensive income						(2,488	)																					—			187,153
Cumulative effect of adoption of ASC Topic 740		—		—		—			—		—		1,344			—			—			—			—			—			1,344
Stock-based compensation		—		—		2,445			—		—		—			—			—			—			—			—			—
Net transfers from IAC (principally the transfer of an investment and funding for acquisitions		—		—		—			—		—		127,092			—			—			—			—			—			127,092
Net change in receivables from IAC and subsidiaries		—		—		—			—		—		—			—			—			65,751			—			—			65,751
Acquisition of controlling interests in subsidiaries		—		—		7,186			—		—		—			—			—			—			—			—			—

Balance as of December 31, 2007	$	—		—	$	7,812		$	—		—	$	2,172,497		$	—		$	—		$	(474,110	)	$	40,790		$	—		$	1,739,177
Comprehensive loss:
Net income prior to the Spin-off		—		—		—			—		—		53,259			—			—			—			—			—			53,259
Net loss after the Spin-off		—		—		(5,394	)		—		—		—			—			(1,058,758	)		—			—			1,072			(1,057,686	)
Foreign currency translation		—		—		—			—		—		—			—			—			—			(52,164	)		—			(52,164	)

Comprehensive loss						(5,394	)																					1,072			(1,056,591	)
Distributions to and contributions from IAC, net of extinguishment of intercompany amounts		—		—		—			—		—		(1,012,960	)		—			—			474,110			—			—			(538,850	)
Capitalization as a result of the Spin-off		—		—		—			—		—		(1,212,796	)		1,212,796			—			—			—			—			—
Issuance of common stock at the Spin-off		—		—		—			562		56,210		—			(562	)		—			—			—			—			—
Issuance of common stock upon exercise of stock options		—		—		—			—		3		—			50			—			—			—			—			50
Fair value of RSU liability adjustment		—		—		—			—		—		—			826			—			—			—			—			826
Stock awards related to Front Line acquisition		—		—		—			10		1,000		—			13,158			—			—			—			—			13,168
Redeemable preferred stock		8,848		1,750		—			—		—		—			(8,848	)		—			—			—			—			(8,848	)
Stock-based compensation		1,040		—		2,415			—		—		—			18,265			—			—			—			—			18,265
Acquisition of controlling interests in subsidiaries		—		—		42,840			—		—		—			—			—			—			—			29,074			29,074
Fair value of redeemable noncontrolling interests adjustments		—		—		666			—		—		—			(666	)		—			—			—			—			(666	)
Distributions to noncontrolling interests		—		—		(5,856	)		—		—		—			—			—			—			—			(1,974	)		(1,974	)

Balance as of December 31, 2008	$	9,888		1,750	$	42,483		$	572		57,213	$	—		$	1,235,019		$	(1,058,758	)	$	—		$	(11,374	)	$	28,172		$	193,631
Comprehensive loss:
Net income (loss)		—		—		(4,437	)		—		—		—			—			30,254			—			—			(6,789	)		23,465
Minimum pension liability adjustment		—		—		—			—		—		—			—			—			—			(206	)		—			(206	)
Foreign currency translation		—		—		27			—		—		—			—			—			—			18,581			—			18,581

Comprehensive loss		—		—		(4,410	)																					(6,789	)		41,840
Issuance of common stock upon exercise of stock options		—		—		—			2		170		—			815			—			—			—			—			817
Fair value of RSU liability adjustment		—		—		—			—		—		—			(266	)		—			—			—			—			(266	)
Stock-based compensation		6,242		—		3,478			—		—		—			12,603			—			—			—			—			12,603
Repurchase of outstanding options		—		—		—			—		—		—			(388	)		—			—			—			—			(388	)
Tax adjustment related to the Spin-off		—		—		—			—		—		—			(5,188	)		—			—			—			—			(5,188	)
Acquisition of controlling interests in subsidiaries		—		—		—			—		—		—			—			—			—			—			12,625			12,625
Fair value of redeemable noncontrolling interests adjustments		—		—		23,637			—		—		—			(22,773	)		—			—			—			—			(22,773	)
Exercise of redemption feature of noncontrolling interest.		—		—		(382	)		—		—		—			—			—			—			—			—			—
Distributions to noncontrolling interests		—		—		(7,878	)		—		—		—			—			—			—			—			(2,068	)		(2,068	)
Other		—		—		158			—		—		—			—			—			—			—			—			—

Balance as of December 31, 2009	$	16,130		1,750	$	57,086		$	574		57,383	$	—		$	1,219,822		$	(1,028,504	)	$	—		$	7,001		$	31,940		$	230,833

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

F-5

Table of Contents

TICKETMASTER ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

		Years Ended December 31,
		2008			2007			2006
		2009			2008			2007
		(In thousands)
Cash flows from operating activities:
Net (loss) income		$	(1,005,499	)	$	169,351		$	176,701
Net income (loss).		$	19,028		$	(1,009,821	)	$	166,792
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
	Amortization of intangibles		4471,~~109~~608			2644,~~200~~109			2726,~~109~~200
	Depreciation		4956,~~894~~293			3849,~~458~~894			3538,~~080~~458
	Goodwill impairment		~~1,094,091~~—			—1,094,091			—
	Impairment of long-term investments		129,~~334~~914			—12,334			—
	Amortization of debt issuance costs		14,~~697~~536			—1,697			—
	Provision for doubtful accounts		23,~~409~~362			~~464~~2,409			~~757~~464
	Stock-based compensation expense		2322,~~731~~323			1223,~~572~~731			712,~~839~~572
	Deferred income taxes		(3234,~~247~~044	)		(1132,~~210~~247	)		(1011,~~205~~210	)
	Equity in income of unconsolidated affiliates, net of dividends		953			1,035			(1,997	)
	Gain on disposal of property and equipment		(2,438	)		—			—
	Excess tax benefits from stock-based awards		(55	)		(3,029	)		(2,738	)
	Gain on extinguishment of debt		(902	)		—			—
	Minority interests in losses of consolidated subsidiaries		(4,322	)		(2,559	)		(118	)
	Gain on sale of long-term investments		(2,902	)		—			—
Changes in current assets and liabilities, excluding acquisition effects:
	Equity in income of unconsolidated affiliates, net of dividends		135			953			1,035
	Accounts receivable		3,694			(10,878	)		(3,415	)
	Excess tax benefits from stock-based awards		—			(55	)		(3,029	)
	Prepaid expenses and other current assets		3,266			(77,559	)		(667	)
Changes in assets and liabilities, excluding acquisition effects:
	Accounts payable and other current liabilities		4,678			(9,645	)		(7,506	)
	Accounts receivable		9,302			3,694			(10,878	)
	Income taxes payable		12,199			4,110			4,958
	Prepaid expenses and other current assets		(1,987	)		3,266			(77,559	)
	Deferred revenue		7,209			2,038			1,974
	Accounts payable and other current liabilities		1,573			4,678			(9,645	)
	Funds collected on behalf of clients, net		(23,198	)		72,093			2,593
	Income taxes payable		6,982			12,199			4,110
Other, net			245			526			311
	Deferred revenue		(2,182	)		7,209			2,038
Net cash provided by operating activities			195,188			211,967			230,676
	Funds collected on behalf of clients, net		21,224			(23,198	)		72,093
Other, net			—			245			526
Net cash provided by operating activities			181,825			195,188			211,967
Cash flows from investing activities:
	Transfers (to) from IAC		~~(910,088~~—	)		64(910,~~548~~088	)		~~(214~~64,~~186~~548	)
	Cash paid for acquisitions, net of cash acquired		(~~506~~33,~~602~~636	)		(29506,~~423~~602	)		(1729,~~844~~423	)
	Purchases of property and equipment		(5046,~~838~~275	)		(4750,~~521~~838	)		(3947,~~288~~521	)
	Purchases of marketable securities		(7,634	)		—			(37,841	)
	Purchase of marketable securities		—			(7,634	)		—
	Proceeds from sales and maturities of marketable securities		51,~~043~~497			—5,043			~~146,708~~—
	Cash paid for long-term investments		(5,830	)		(630	)		(20,638	)
	Proceeds from sales of property and equipment		6,400			—			—
	Other, net		—			—			(5,977	)
	Proceeds from sales of long-term investments		7,042			—			—
Net cash used in investing activities			(1,475,949	)		(13,026	)		(189,066	)
	Cash paid for long-term investments		(226	)		(5,830	)		(630	)
Net cash used in investing activities			(65,198	)		(1,475,949	)		(13,026	)
Cash flows from financing activities:
	Capital contributions from IAC		~~405,498~~—			29405,~~423~~498			1729,~~844~~423
	Proceeds from the issuance of long-term debt		300,000			—			—
	Proceeds from issuance of long-term debt		—			300,000			—
	Proceeds from bank borrowings		~~565,000~~—			—565,000			—
	Principal payments on long-term obligations		(253,~~101~~341	)		(2,~~175~~101	)		(212,175	)
	Payment of deferred financing costs		~~(27,169~~—	)		—(27,169	)		—
	Purchase of minority interest		(764	)		—			—
	Purchase of noncontrolling interest		—			(764	)		—
	Distributions to minority interest		(7,830	)		—			—
	Distributions to noncontrolling interests		(9,946	)		(7,830	)		—
	Excess tax benefits from equity awards		55—			~~3,029~~55			23,~~738~~029
	Other, net		50(333	)		—50			—
Net cash provided by financing activities			1,232,739			30,277			20,561
Net cash (used in) provided by financing activities			(63,620	)		1,232,739			30,277
Effect of exchange rate changes on cash and cash equivalents			~~(55~~36,~~777~~857	)		21(55,~~622~~777	)		1721,~~576~~622
Net (decrease) increase in cash and cash equivalents			(103,799	)		250,840			79,747
Net increase (decrease) in cash and cash equivalents			89,864			(103,799	)		250,840
Cash and cash equivalents at beginning of year			~~568~~464,~~417~~618			~~317~~568,~~577~~417			~~237~~317,~~830~~577
Cash and cash equivalents at end of year		$	~~464~~554,~~618~~482		$	~~568~~464,~~417~~618		$	~~317~~568,~~577~~417

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

F-6

Table of Contents

TICKETMASTER ENTERTAINMENT, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1—ORGANIZATION AND BASIS OF PRESENTATION

Company Overview

Ticketmaster Entertainment, Inc., a Delaware ~~corporation,~~limited liability company ("Ticketmaster Entertainment," "we," "our," "us" or the "Company") , consists of Ticketmaster and Front Line Management Group, Inc. ("Front Line"). Ticketmaster ~~Entertainment~~ operates in 2019 global markets, providing ticket sales, ticket resale services, ~~marketing~~ marketing and distribution through www.ticketmaster.com, numerous retail outlets and worldwide call centers. Established in 1976, Ticketmaster ~~Entertainment~~ 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~~The ~~Entertainment~~Company acquired a controlling interest in Front Line in October 2008. Founded by Irving Azoff and Howard Kaufman in 2004,

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