SecProbe.io

April 8, 2013

Via E-Mail
Ms. Kathy  Willard
Chief  Financial  Officer
Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, CA 90210

Re: Live Nation Entertainment , Inc.
 Form 10-K for the year ended December 31, 2012
Filed February 2 6, 2013
  File No.  001-32601

Dear  Ms. Willard :

We have reviewed your filing  and have the following comments .  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response .  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additi onal comments.

Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Executive Overview, page 42

1. We note that your Executive Overview section focuses strictly on your revenue
generating activities, and similarly, the segment overview focuses on the health of your
segments from a revenue generating standpoint, with no discussion of operating loss or
net loss for the most recent period presented in your financial statements.  Given the fact
that despite the revenue increase in 2012, operating income and net income significantly
decreased from the prior period, we believe these sections should be signific antly
enhanced to discuss the expense increases and their impact to your business currently and
prospectively, in order for an investor to gain an understanding as to why your operating
income and net earnings decreased from the prior period.  Please revis e and enhance
MD&A accordingly.

Ms. Kathy Willard
Live Nation Entertainment, Inc.
April 8, 2013
Page 2

 Consolidated Results of Operations
Depreciation and amortization, page 46

2. We note the disclosure on page 46 indicating that you recorded an impairment charge
primarily related to client/vendor relationship intangible ass ets in the Artist Nation
segment and revenue -generating contracts and client/vendor relationships in the Concerts
segment during 2012. Please tell us and revise your discussion of changes in depreciation
and amortization to quantify the amounts of the impa irment charges recognized for the
intangible assets of your Artist Nation and Concerts segments. Your discussion of your
results of operations for the Concerts segment should be similarly revised.

Critical Accounting Policies
Intangible Assets and Goodwil l, page 63

3. We note that your discussion of critical accounting policies as it relates to goodwill is
generic, and does not provide any significant insight as to the assumptions used in this
analysis such as market multiples, control premiums, future incre ases in operating
expenses and margins or the discounts rates and other assumptions used.  In light of the
fact that approximately 34% of your recorded goodwill balance relates to your Concerts
and Artist Nation segments which have experienced operating lo sses during all periods
presented in your consolidated financial statements, please revise this section to focus on
the sensitivity aspects of your critical accounting policies, that is, the likelihood that
materially different results would be reported un der different conditions or assumptions.
More specifically, please provide a sensitivity analysis which describes how the use of
different assumptions such as revenue and expense growth rates, discount rates, etc.
would impact your goodwill impairment ana lysis for these segments. In addition, please
include a discussion as to how your actual results of operations for the current period
have compared to the estimates and assumptions used in your prior periods goodwill
impairment analysis for these segments.

Consolidated Statements of Operations , page 68
Consolidated Statements of Changes in Stockholders’ Equity , page 70

4. We note that the amount of net income attributable to non -controlling interests as
reflected in your consolidated statements of operations  for the various periods presented
does not agree to the amounts reflected in your consolidated statements of changes in
stockholders’ equity for any of the periods presented in your financial statements. Please
reconcile and revise these amounts for consi stency.

Note 14 – Quarterly Results of Operations, page 109

5. Please revise Note 14 to disclose the nature and amount of any unusual or infrequent
items such as impairment charges, stock -based compensation charges or other unusual

Ms. Kathy Willard
Live Nation Entertainment, Inc.
April 8, 2013
Page 3

 items that materially imp acted your quarterly results of operations for the various periods
presented. Refer to the guidance outlined in Item 302(a)(3) of Regulation S -K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be c ertain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require .  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible  for the accuracy
and adequacy of the disclosures they have made.

In connection with responding to our comments, please p rovide, in writing, a statement
from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of th e disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Effie Simpson at (202) 551 -3346 , or in her absence, the undersigned  at
(202) 551 -3750 if you have questions regarding comments on the financial statements and
related matters.  Please contact the undersigned at (202) 551 -3750 with any other questions.

Sincerely,

               /s/ Linda Cvrkel

Linda Cvrkel
Branch Chief