SEC Comment Letter 0000000000-23-013654 to Live Nation Entertainment, Inc. (LYV)
Live Nation Entertainment, Inc.
Date: Dec. 14, 2023 · CIK: 0001335258 · Accession: 0000000000-23-013654
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File numbers found in text: 001-32601
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United States securities and exchange commission logo
December 14, 2023
Brian Capo
Chief Accounting Officer
Live Nation Entertainment, Inc.
9348 Civic Center Drive
Beverly Hills, CA 90210
Re:Live Nation Entertainment, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-Q for the Quarterly Period Ended September 30, 2023
File No. 001-32601
Dear Brian Capo:
We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Executive Overview, page 30
1.We note consolidated AOI is a non-GAAP measure. Refer to Question 104.04 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please
provide disclosure pursuant to Item 10(e)(1)(i) of Regulation S-K. This comment also
applies to your Form 10-Q for the Quarterly Period Ended September 30, 2023 and
Exhibit 99.1 to Form 8-K filed November 2, 2023.
FirstName LastNameBrian Capo
Comapany NameLive Nation Entertainment, Inc.
December 14, 2023 Page 2
FirstName LastName
Brian Capo
Live Nation Entertainment, Inc.
December 14, 2023
Page 2
Consolidated Results of Operations, page 32
2.You present consolidated results of operations in constant currency for the years ended
December 31, 2022, and 2021. It appears that you are presenting a partial income
statement of non-GAAP measures. Please tell us your consideration of Question 102.10(c)
of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures and
Item 10(e)(1)(i)(A) of Regulation S-K. This comment also applies to your Form 10-Q for
the Quarterly Period Ended September 30, 2023.
Form 10-Q for the Quarterly Period Ended September 30, 2023
Notes to Consolidated Financial Statements
Note 6 - Commitments and Contingent Liabilities, page 17
3.Please tell us what consideration you gave to disclosing more detailed information on the
Astroworld litigation pursuant to ASC 450-20-50- 3 through 5 including disclosure of the
damages sought. In addition, you state you do not currently possess sufficient information
to determine a range of reasonably possible liability. Please explain to us what factors are
causing your inability to estimate and when you expect those factors to be alleviated.
Explain to us the procedures you undertake to attempt to develop a range of reasonably
possible loss for disclosure.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services