LYVLive Nation Entertainment

We note that the 4% and 11% increase in fiscal 2014 Concert and Ticketing revenue adjusted for foreign currency, respectively, do not directly correlate with the percentage changes in the following volume related metrics disclosed on page 31: number of estimated events (decreased less than 1%), estimated fans (decreased 2%), and number of tickets sold (increased 3%).

Rest of the question

You disclose on pages 28 and 29 that you analyze several other metrics used to judge the health of these segments. To the extent one or more of these metrics would demonstrate the increase in event pricing and/or fees earned from ticket sales, tell us your consideration to disclose such metrics in the table on page 31 and use them to explain material changes in revenue due to pricing in your results of operations discussion. Please refer to Section III of SEC Release 33-8350.

As noted on pages 28 and 29 of the 2014 Form 10-K, management primarily monitors the number of confirmed events, talent fees, average paid attendance and advance ticket sales to judge the health of our Concerts segment throughout the year and the gross transactional value of tickets sold, number of tickets sold, average convenience charges and order processing fees, number of clients renewed or added and average client royalty rate to judge the health of our Ticketing segment throughout the year.

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These metrics are monitored and analyzed across various groupings of the business such as geographic region, divisional lines, venue type or sales channel and can be impacted by factors including the mix of venue types and specific artists on tour each year for our Concerts business and the timing of our clients selling tickets to their events, volume of fees on resale tickets sold, as well as the type of ticketed event for our Ticketing business. All of these factors can impact the overall relationship between the disclosed key metrics and the change in reported revenue. In determining which key metrics to disclose in the 2014 Form 10-K, management considered those metrics that most impact the Concerts and Ticketing businesses and have the most direct impact on overall fluctuations in revenue. Management also considered the potential competitive disadvantage that disclosure of one or more of these metrics could have on the Company. Management carefully considered how fluctuations in each of the metrics noted above directly or indirectly impact our results of operations to identify which of these metrics it considered a material or key operating metric to best meet the purpose of management’s discussion and analysis of financial condition and results of operations (“MD&A”) to provide readers of our financial statements with information that is necessary to understand our financial condition, changes in financial condition and results of operations.

For Concerts, management concluded that the key operating metrics to disclose were the number of events and fans based on geographic region and to further supplement the narrative discussion of Concerts’ results of operations with the specific type of venues that drive the variances year over year. While management considers average paid attendance a key operating metric, it was not included in the table on page 31 as it can be calculated using the number of events and fans already provided. During the year, management also monitors the number of confirmed events and advance ticket sales for events that will occur in future periods. These are forward-looking metrics that are primarily used by management to monitor the pacing and timing of events and number of fans against projections. As noted in our MD&A discussion for Concerts, one of the key reasons for the increase in revenue in 2014 was an increase in the number of stadium events in North America which was partially offset by a decline in the number of arena events in our international markets. While the decreases in the number of events and fans for our arena events were greater than the increases in the same metrics for our stadium events, the higher average ticket price that stadium shows command resulted in revenue increasing despite the overall declines in the number of events and fans. The Company believes that its readers generally understand that stadium shows command a higher ticket price and that they would therefore cause a corresponding increase in revenue.

For Ticketing, management has concluded that the key operating metric to disclose was the number of primary tickets sold on a consolidated basis and to further supplement the narrative discussion of Ticketing’s results of operations with the specific type of client events driving the volume and pricing variances year over year along with other factors, such as fees from secondary ticket sales. In previous year filings, the Company also reported the gross transaction value of primary tickets sold, but elected not to report that metric in the 2014 Form 10-K as it was believed to be potentially confusing to the readers of the financial statements since the gross transaction value is not reflected in the Company’s reported revenue. Management elected not to disclose metric information related to convenience charges and order processing fees or client royalty rates as management believes disclosure of this information could cause us competitive harm and that it does not significantly impact an investor’s understanding of the Company’s financial condition and results of operations. Management also elected not to report the net client renewal rate as this metric is forward-looking and does not have a direct correlation to increases or decreases in historical results of operations of the current period. In the narrative discussion of Ticketing results of operations on page 36, management did highlight that increases in fees for primary and secondary ticket sales were driving the increase in revenue along with the increases in primary ticket sales volume. The increased revenue for our secondary business, driven by our new TM+ resale product, was the primary reason the overall increase in our Ticketing segment’s revenue was larger than the increase in the number of primary tickets sold. Increases in revenue for fees from secondary ticket sales is impacted more by the gross transaction value of the tickets sold than a metric of number of secondary tickets sold since the tickets being resold are typically tickets in high demand allowing the individual ticket reseller to set a higher resale price. The improvements in our secondary ticketing business were also highlighted in our Executive Overview on page 28 where it mentions a 55% increase in gross transaction value of secondary tickets sold. As disclosed on page 31 of the 2014 Form 10-K, secondary tickets sold are not included in our operating metrics and therefore the Company believes that readers will understand that related increases in secondary volume will drive separate increases in revenue.

Management believes the current level of disclosure provides the readers of our financial statements with a foundation that supports an understanding of the businesses and the related impacts of material changes occurring during the periods discussed. Based on discussions with investors in the Company, management believes that disclosing more metrics would not lead to a better understanding of the business and that the metrics disclosed are the most useful for the readers of our financial statements.

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We note from your disclosure in Note 9 that there is a significant reconciling item in the effective income tax reconciliation due to differences between foreign and United States statutory rates, which are primarily attributable to your Luxembourg holding company structure and tax rulings received from Luxembourg tax authorities.

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Please tell us the nature of the items included in the reconciling line item titled “differences between foreign and U.S. statutory rates.” Also, please provide us with the pre -tax income, statutory rate, and effective tax rate in Luxembourg for all periods presented. Additionally, please tell us nature of the factors that are driving the changes in this line item from year to year, including the nature of any significant tax rulings.

Live Nation has operating entities in many foreign jurisdictions in addition to its operations in the United States (“U.S.”). In each of the years presented, the Company incurred losses in the U.S. and earned profits in certain international jurisdictions. In order to arrive at the Company’s statutory tax expense, the statutory rate (or effective rate if different) of each jurisdiction is applied to the financial statement pre-tax income or loss of the legal entity (excluding permanent nondeductible differences) to determine the statutory tax expense or benefit.

Rest of the answer

The total statutory tax expense or benefit is then reconciled to the expense or benefit computed “as if” the worldwide pretax income were taxed at the U.S. statutory tax rate of 35% with the difference between these calculations reflected as the “differences between foreign and U.S. statutory rates”.

There are three main factors that can impact this “differences between foreign and U.S. statutory rates” reconciling item year over year: (i) changes in the foreign statutory rates (which are generally immaterial from year to year for the Company); (ii) the amount of foreign source income from international operations (the Company had less foreign income in 2014 than in prior periods resulting in a smaller difference between foreign and U.S. statutory rates in the rate reconciliation schedule as compared to the prior years); and (iii) the impact of income in Luxembourg and the effect of the Luxembourg effective tax rate calculated in accordance with tax rulings that the Company has received from Luxembourg.

The Company’s pre-tax income in Luxembourg was $32.6 million, $50.2 million and $59.0 million in the years ended December 31, 2014, 2013 and 2012, respectively. The statutory tax rate was 29% in 2014 and 2013 and 28% in 2012. The effective tax rate was 0.16%, 0.93% and 0.55% in 2014, 2013 and 2012, respectively. The Luxembourg territorial tax system does not impose tax on offshore income and the Company’s rulings from the Luxembourg tax authorities provide that certain portions of its income are treated as offshore and are not subject to Luxembourg statutory tax. The rulings also approved the deductibility of interest for certain debt instruments. In 2014, the difference between application of the effective tax rate and the statutory tax rate to Luxembourg pre-tax income is approximately $9 million.

The total “differences between foreign and U.S. statutory rates” was a negative $10.7 million in 2014 compared to a negative $21.2 million in 2013. This decrease of $10.5 million from 2013 was driven by a reduction in foreign source income (impact of $4.7 million) and a decrease in Luxembourg pre-tax income (impact of $5.8 million).

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We note from your disclosure on page 79 that you recorded goodwill impairment charges of $117 million in fiscal 2014 within the International Concert reporting unit. Please provide us with your analysis as to why no impairment was recorded for indefinite-live or definite-lived intangible assets within the Concert reporting segment pursuant to ASC 350-30-35.

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In your response, please identify the amount and type of indefinite and indefinite-lived intangible assets related to the International Concert report ing unit.

As of December 31, 2014, the Company’s International Concerts reporting unit had the following types of indefinite and definite-lived intangible assets:

($ millions)

Client/Vendor relationships

26.1

Trademark and naming rights

4.9

Venue management and leaseholds

13.8

Revenue-generating contracts

71.7

Indefinite-lived trademarks

3.5

As stated in the 2014 Form 10-K, the Company tests for possible impairment of definite-lived intangible assets whenever events or circumstances adversely change.

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The Company is not required to test definite-lived intangibles for impairment if no indicators of impairment exist as they are continuing to amortize. Additionally, the Company tests for possible impairment of indefinite-lived intangible assets at least annually. These reviews are performed considering ASC 350 impairment indicators, other qualitative factors, historical results and undiscounted future cash flows that pertain to the specific individual intangible assets under review.

Conversely, the Company tests each reporting unit’s goodwill at least annually for impairment considering its combined and discounted cash flows as well as overall qualitative factors.

During 2014, the Company did record impairments of certain of its intangibles including a $1.8 million impairment of one of its International Concerts’ definite-lived intangibles related to a specific festival. Please note that the disclosure in the Company’s 2014 Form 10-K reports the primary contributors to its 2014 total intangible impairments of $11.1 million, of which this was the smallest contributor and thus not specifically discussed.

As part of the Company’s consideration of impairment indicators of its definite-lived intangibles within the International Concerts reporting unit, the Company did not experience any operating or undiscounted cash flow losses in 2014, nor did it expect either of these to occur in the future, and did not identify the existence of other impairment indicators for those definite-lived intangible assets when reviewed on a stand-alone basis. Additionally, the Company did not note unfavorable financial performance, or other unfavorable qualitative factors, associated with the International Concerts reporting unit’s indefinite-lived trademark asset. Finally, a comparison of the fair values of the International Concerts reporting unit’s intangibles, developed as part of the goodwill impairment calculation, to their book values did not identify any impairment indicators. Management also considered qualitatively that these conclusions are appropriate as much of the recent underperformance in this reporting unit’s financial results is due to the promotion of certain concerts or start-up festivals which were not acquired and, therefore, are not associated with recorded intangibles. Additionally, the impact of discounting the cash flows used in the goodwill test has a significant impact on those cash flows and the results of the related impairment tests.

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We note your disclosure that during 2014 you recorded an income tax benefit of $12.9 million from the release of valuation allowances related to deferred tax liabilities associated with certain acquisitions. In light of the continuing losses incurred by the company, please explain to us why you believe that this release of the valuation allowance is appropriate in 2014.

The Company made certain acquisitions in the U.S. during 2014 and, as part of purchase accounting, the acquired entities recorded a step-up to the financial basis of the assets held at acquisition. However, no tax elections were made to obtain a corresponding increase to the tax basis of these assets.

Since the financial basis of the assets of the acquired companies was higher than the tax basis, the Company recorded a deferred tax liability for the difference, in accordance with ASC 740-30.

Because the Company does not have a history of earnings in the U.S., there is a full valuation

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allowance against the net deferred tax assets. The recording of net deferred tax liabilities resulting from these 2014 acquisitions increased the future reversals of existing taxable temporary differences that the Company could look to in determining the amount of the valuation allowance required. As a result, the Company released a portion of its valuation allowance.

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In your reconciliation of income tax on page 85, your reconciling item labeled “Other, net” represented a 35% increase to the income tax benefit at United States federal statutory rates for fiscal 2014. Please tell us the nature of amounts included in this line item for the fiscal years presented.

Rest of the question

To the extent any individual reconciling items within this caption are greater than five percent, please revise to disclose them pursuant to Rule 4-08(h)(2) of Regulation S-X.

The amount of “Other, net” in 2014 is a negative adjustment of $12.4 million. Rule 4-08(h)(2) of Regulation S-X requires the disclosure of reconciling items in the effective tax rate that are individually equal to or greater than 5% of the statutory tax expense (the amount computed by multiplying the income before tax by the applicable statutory federal income tax rate).

Rest of the answer

While most items were individually below the 5% threshold, there were two that were individually greater than 5% that were included in this line item.

The first was an adjustment for noncontrolling interests in consolidated entities of $3.5 million representing taxes that are the responsibility of the noncontrolling interest holders. The second item was an accumulation of tax return to provision benefits that totaled $7.2 million recognized in 2014 in conjunction with the filing of certain tax returns. The tax benefit for these items was aggregated so that the rate reconciliation presented the major items considered most relevant to an investor’s assessment of the Company’s effective tax rate. In future filings, the Company will disclose all items in excess of 5% of the statutory rate on a separate line in the reconciliation of income tax table.

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We note from your response to our prior comment 1 that in determining which key metrics to disclose in the 2014 10-K, management considered those metrics that most impact the Concerts and Ticketing businesses and have the most direct impact on overall fluctuations in revenue.

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However, in light of the fact that it appears different venues have different impacts on revenue in the Concerts segment, we would expect to see metrics that reflect the differences in these venues (e.g. stadium events vs. arena events). Also, we note that that operating metrics relating to secondary ticket sales are not included in your Form 10-K. In light of the fact that it appears the increased revenue from your secondary ticket sales business had a significant effect on revenue in the Ticketing segment for 2014, please consider including metrics related to these sales (such as secondary ticket volume) in your MD&A discussion. Please revise accordingly.

The Company appreciates the Staff’s view regarding the potential to add Concerts segment venue metrics and Ticketing segment secondary metrics. However, the Company respectfully continues to believe that these metrics do not require disclosure because they do not meet both criteria of being (1) used by management and (2) material to investors.

As it relates to the Concerts segment, the number of events by venue type would generally fall into these categories: stadiums, arenas, amphitheaters, theaters and clubs, festivals and other.

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The Company believes disclosure of these venue specific metrics would not be material to investors, and potentially could even be misleading, for the following reasons:

•

Providing the number of events by venue type would not provide information to the reader that is more useful to them then the narrative provided in MD&A already. As the Company does not present revenue based on venue type in accordance with Regulation S-X, the reader would not be able to determine if the changes in the number of individual venue type events is affecting similar changes in its revenue stream, and indeed may misinterpret such information by assuming precisely that correlation. The Company therefore continues to believe that it is more helpful to provide narrative on what the additional drivers are outside of the change in total fans and total events.

Changes in Concerts segment revenue do not necessarily follow any trend in venue-type event increases and decreases, therefore making it less corroborative, and less predictive, for the reader. This is, in part, because of the impacts to revenue from factors such as attendance, ticket prices and ancillary revenue streams (e.g., concessions and merchandise). In addition, revenue by venue type and revenue by specific show by venue type can vary greatly so that the increase or decrease in events by venue type do not necessarily drive consistent changes in revenue. Again, providing events by venue type could therefore present a distorted picture for the reader.

With this many categories of venue types, the Company believes the level of data provided would make it difficult for a reader to discern what is important to consider most relevant.

Management does believe, however, that venue type discussion can be useful to provide more detail when discussing revenue within the MD&A section of its filings, and proposes to continue to provide such narrative discussion as we have in the past.

As it relates to the Ticketing segment, the Company believes disclosure of secondary ticket sales would not be material to investors at this point for the following reasons:

The revenue generated from secondary ticket sales is less than 3% of total revenue and is, therefore, not a material source of the Company’s revenue. While not inconsequential to the Ticketing segment, it is currently still not a significant portion of the segment revenue.

The number of secondary tickets sold is less than 4% of total fee-bearing tickets sold.

Management discusses secondary ticket sales in the 2014 Form 10-K MD&A because the Company launched a new product in September of 2013 in order to drive secondary ticket sales and, as a result, this secondary revenue stream has increased as compared to 2013. Further, success in the secondary market is a key part of our growth strategy and complements our primary ticketing business, so felt it was a relevant part of the MD&A discussion. As this business grows in the future and becomes larger and more meaningful to total revenue, the Company will continue to evaluate the metrics disclosed in order to best inform the reader of the Company’s results and operations.

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We note your response to our prior comment 2 and continue to have further questions regarding your income tax disclosure. Please provide us the following information:  Provide us your pre-tax income/loss, statutory tax rate, and tax expense/benefit by jurisdiction;  For each jurisdiction where the tax expense/benefit differs from the pre-tax income/loss multiplied by the statutory rate, please explain to us the

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nature of the differences;  Please explain to us how the $10,735 reconciling item titled “differences between foreign and United States statutory rates” was calculated or determined; and  Explain to us why your provision for income taxes includes foreign tax expense (rather than a tax benefit) considering you had a net foreign loss before taxes of $83.6 million.

The following table illustrates the Company’s pre-tax income, statutory tax rate, tax expense or tax benefit determined by applying the statutory tax rate and actual tax expense by jurisdiction for the year ended December 31, 2014.

Note: The Company has requested confidential treatment of portions of this response (indicated by [***]) in accordance with 17 C.F.R.

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§ 200.83.

Table is in USD ($ in millions)

Country

Pre-tax Income/(Loss)

Statutory Tax Rate

Hypothetical Income Tax Expense/(Benefit) at Statutory Rate

Tax Expense/(Benefit) After Adjustment

Variance

Reasons (see below)

United States

[***]

35%

2,3,4,5,6

United Kingdom

21%

1,3,4,5

Luxembourg

29%

Netherlands

25%

2,3,4

France

34%

3,4,5

Canada

26%

2,3,4,5

Spain

30%

Germany

33%

4,5

Norway

27%

Finland

20%

Poland

19%

Hong Kong

17%

Belgium

Ireland

13%

Denmark

Turkey

New Zealand

28%

Australia

Italy

31%

Total

The table above includes the detail by jurisdiction for all countries with more than $1 million in pre-tax income/expense; all others net to zero

As illustrated in the table above, the actual tax expense/(benefit) in many jurisdictions differs from tax expense/(benefit) determined at the statutory rate. These differences are due to several items that vary by jurisdiction, but can be summarized as follows:

1. The Company had two items that were treated as tax rate adjustments in 2014 with a total benefit of approximately $25 million. These items were:

a.

In Luxembourg, the actual statutory rate that we are subject to is different than the published statutory rate due to tax rulings received;

b.

The Company impaired goodwill in 2014 within the International Concerts reporting unit for US GAAP purposes. This amount is not deductible for tax purposes.

2. There are amounts attributable to the exclusion or inclusion of certain financial statement items that are not taxable or deductible for tax and also amounts that must be included in income or expense for tax purposes but not for financial statement purposes. These amounts were approximately $3 million in 2014.

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We note from your response to our prior comment 2 that the table illustrating the reconciling item titled “Differences between foreign and United States statutory rates” includes adjustments for goodwill impairment and Luxembourg ruling benefit, which result in an additional $25 million benefit.  Please explain to us how you calculated or determined this $25 million benefit.

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In this regard, please tell us the tax-effected amount associated with the non-deductible goodwill impairment of $117 million.  In light of the fact that your response indicates that the goodwill impairment is not deductible for tax purposes (implying additional tax expense), please explain to us why it appears from your response that this goodwill impairment plus the Luxembourg tax benefit, results in an increase to the tax benefit.  We note from Note 9 that the reconciliation of income tax computed at the US federal statutory rates to income tax expense includes a separate line item titled “Nondeductible items”, which is disclosed as primarily relating to the 2014 goodwill impairment that is not deductible for tax purposes. Please clarify for us whether the tax effects of this 2014 goodwill impairment is included in both the $55 million reconciling item titled “Nondeductible items” and the $10.7 million reconciling item titled “Differences between foreign and US statutory rates.” If the 2014 goodwill impairment is not included in the line “Nondeductible items,” please tell us the reasons for the significant increase in this line.

The table included in the Company’s prior response that the Staff refers to reconciles its reported foreign pre-tax loss at U.S. statutory rates to the loss at foreign statutory rates, adjusted for two items in order to reconcile to the reported amount on the rate reconciliation table in the 2014 Form 10-K. The two items are as follows:

The $10 million rate benefit in Luxembourg relates to certain tax rulings and enacted tax laws which reduced the Luxembourg tax expense, resulting in a net provision of less than $1 million during the year ended December 31, 2014.

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The Company has included this benefit in calculating the “Differences between foreign and United States statutory rates”. These tax rulings are further discussed in the response to Comment 2 below.

The $15 million adjustment removes the impacts of the tax rate differences between the goodwill impairment of $117 million taxed at the U.S. statutory rate of 35% ($41 million) and the goodwill impairment taxed at the respective jurisdictional rates ($26 million). The adjustment was to add this back for purposes of the reconciliation as the entire $41 million was included in the "Nondeductible items."

The goodwill impairment is nondeductible; therefore, included in the “Nondeductible items” is a calculated tax expense of $41 million (representing the $117 million impairment at the 35% U. S. statutory rate). This is included in the reconciliation as a tax benefit is calculated on the 2014 goodwill impairment in the first line of the tax rate reconciliation in the footnote (“Income tax benefit at United States statutory rates”). The Company excluded the pre-tax impacts of the goodwill impairment in determining the “Differences between foreign and U.S. statutory rates.” No income tax benefit was recognized on the goodwill impairment recorded in 2014.

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We note from your response to our prior comment 2 that part of the tax rate adjustments in 2014, which contributed to the tax benefit, was an actual statutory tax rate in Luxembourg that is different than the published statutory rate due to tax rulings received. Please tell us the nature of the tax rulings and any risks and uncertainties associated with those tax rulings, including expiration dates.

The Luxembourg companies have obtained rulings from the Luxembourg tax authorities during the period of November 2008 to July 2014 confirming the Company’s tax positions under the current tax rules in Luxembourg. These rulings related to income earned by certain of the entities and the deductibility of intercompany interest expense.

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The rulings received provided certainty for the Company’s tax filing positions.

The existing rulings continue in effect indefinitely, absent a change in law or practice, since the tax implications secured are consistent with the tax positions currently accepted by the Luxembourg tax authorities. As the Company has complied with the parameters of the rulings, it does not consider the rulings to include any significant risk or uncertainties. The Company will continue to assess any statutory developments, and evaluate whether additional disclosure in management’s discussion and analysis related to changes or new potential risks is required in future filings.

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We note from your response to our prior comment 2 that one reason for the variance between the hypothetical tax expense and the actual tax expense is the exclusion or inclusion of certain items (reason 2).  Please tell us how reason 2 differs from “Non-deductible items” in your income tax rate reconciliation. It appears that both reflect book financial statement expenses that are not deductible for tax purposes.

Rest of the question

 It appears that reason 2 corresponds to the line “Non-United States income inclusions and exclusions” in your income tax rate reconciliation in note 9. However, from your response, it appears that reason 2 applies to both U.S. and non-U.S. jurisdictions. Please confirm our understanding.

The amounts included in the line “Nondeductible items” are amounts that are disallowed by tax law. The items in “reason 2” include amounts that are not deductible by the Company due to other factors even though they are allowed by tax law. In 2014, this primarily included foreign withholding taxes that were not deducted because of insufficient income to offset these taxes in the relevant foreign jurisdictions. This deduction can be carried forward to a future period when the entity incurring the withholding tax has adequate income to absorb the deduction.

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Another smaller item included in “reason 2” was dividends paid to foreign countries that were not taxable in the foreign jurisdiction.

“Reason 2” corresponds to the “Non-United States income inclusions and exclusions” in Note 9 of the 2014 Form 10-K, except for the immaterial ($0.6 million) U. S. items.

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We note your response to our prior comments and have no further questions related to how you calculated the reconciling items in your income tax rate reconciliation. However, please tell us your consideration of disclosing the following information to further clarify the difference between income tax computed at the United States federal statutory rate and income tax computed at the effective tax rate:  The

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concentration of pre-tax income in Luxembourg, as well as the foreign statutory rate and foreign effective tax rate in Luxembourg;  The nondeductible goodwill impairment charge was recorded in the United Kingdom, and;  The nature of “Non-United States income inclusions and exclusions” in periods where this adjustment is material.

Dated August 6, 2015

File No. 001-32601

Ms. Raminpour and Ms. Erlanger:

Set forth below is the response of Live Nation Entertainment, Inc. (“Live Nation” or the “Company”) to the comments of the staff of the Securities and Exchange Commission (the “Staff”) contained in your letter dated July 31, 2015 with respect to the Company’s Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”).

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For your convenience, the comments provided by the Staff have been included herein together with Live Nation’s responses.

The Company acknowledges the following:

●

Live Nation is responsible for the adequacy and accuracy of the disclosure in the 2014 Form 10-K;

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the 2014 Form 10-K; and

Live Nation 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.

The Company hopes that this letter is helpful and responsive to your requests. If you have any questions or comments to these responses, please do not hesitate to contact me directly at (713) 693-2626.

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