SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        August 15, 2007

Via Mail and Fax

Edgar Bronfman, Jr.
Chairman and Chief Executive Officer
Warner Music Group Corp.
75 Rockefeller Plaza
New York, NY 10019

 RE:  WMG Acquisition Corp.
Warner Music Group Corp.
   Form 10-K: For the Year Ended September 30, 2006
   Form 10-Q: For the Period Ended March 31, 2007
   Form 8-K: Furnished May 8, 2007
   File Numbers: 333-121322, 001-32502

Dear Mr. Bronfman:

 We have reviewed the above referenced filings and have the following comments.
Except as indicated in comment number 19, we believe you should revise future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why a revision or amendment is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  We also ask you to provid e us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 2
WMG Acquisition Corp.

Form 10-K: For the Year Ended September 30, 2006

Item 1. Business, page 1
Our Business Strengths, page 1
Flexible Cost Structure With Low Capital Expenditure Requirements, page 2

1. Please explain to us and disclose what you mean when you state that you “have contractual flexibility with regard to the timing and amounts of advances paid” and
how your accounting for the related advances is affected.

Item 7. Management’s Discus sion and Analysis …, page 37
Results of Operations, page 45
Twelve Months Ended September 30, 2006 Compared to Twelve Months Ended
September 30, 2005, page 45

2. A significant portion of your resu lts of operations disclosure is dedicated to stating, in
narrative text form, dollar and percentage changes in accounts, some of which is
already included in tables.  In addition, wh ile you discuss certain factors to which
changes are attributable, you do not quantif y a large number of these factors nor
analyze the underlying business reasons for th e changes.  For example, you state that
costs of revenues decreased in 2006 due, in part, to fewer unrecoverable advances, but you do not quantify this factor nor anal yze the underlying reason for the change.
We believe your disclosures could be impr oved and made much more user-friendly
and clearer by:

a) increasing the use of tables to present dollar and percentage changes in accounts,
rather than including such inform ation in narrative text form;
b) using tables to list, quantify, and sum a ll of the material individual factors to
which changes in accounts are attributable;
c) refocusing the narrative te xt portion of the disclo sure on analysis of the
underlying business reasons for the individual factors in th e tables above;
d) ensuring that all material factor s are quantified and analyzed; and
e) quantifying the effects of changes in both price and volume on revenues and
expense categories, where appropriate (for example, quantifying the change in digital sales that was related to volume  changes as opposed to price increases).

3. Please revise to include a table or tables  detailing revenues both by geography (U.S.,
international, total) and by segment (r ecorded music, music publishing) and sub-
category (such as digital sale s, physical sales, licensing for recorded music, and
mechanical, synchronization, performance, and other for music publishing) for each period discussed.  Please in clude columns for dollar a nd percentage changes and
common size percentages to the extent you believe useful.  We  believe such a table or

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 3
tables will significantly improve the ease of use of this information to your investors
and allow you to focus the narrative text on discussion and analysis of these figures as
seen through the eyes of management, which we believe should be the focus of these
disclosures.

4. We note your discussion and an alysis of costs of revenue s is limited to a single
paragraph on a consolidated basis, while  your segment discussion of expenses is
limited to the context of OIBDA, which does not address your expenses directly.  We
believe your segment OIBDA disclosures should be supplemented with or, preferably, replaced by a discus sion and analysis of costs on a stand-alone basis (not
in the context of OIBDA) for each segment (including corporate).  Further, we believe such disclosure should be more co mprehensive than that currently presented
and should include separate quantification and discussion of changes in significant
components of costs of revenues and SG&A, such as A&R, licensing, distribution, manufacturing, marketing costs, and other components, as appropriate.  In addition,
where discussing changes in these signi ficant components, please provide total
amounts in addition to the changes to provide  context to readers.  For example, you
state that selling and marketing costs increased by $33 million in 2006, but do not
disclose total selling and marketing costs.  As noted above, tables will help in this
regard.

Selling, general and administrative expenses, page 46

5. You refer to the effect of bad debt expense in partial explanation of the increase in
S,G&A expenses, however such effect is not  evident in Schedule II in regard to the
allowance for doubtful accounts.  Please tell us the amount of bad debt expense recorded in fiscal 2006 and 2005 and how th ese amounts are reflected in Schedule II.

Other income, net, page 47

6. Please tell us the estimated gross amounts of what you expected to receive and the
payments to artists related to the KaZaA copyright infringement lawsuit settlement
and the basis for these estimates.  Also, explain to us why you believe it was appropriate to recognize net income for this settlement in fiscal 2006 prior to receipt
of the settlement, as well as the basis for r ecording estimates of net receipts for other
settlements recorded in other income, net in  fiscal 2005.  Further, tell us and disclose
when you expect to receive the proceeds of the settlements recorded in each year and
the factors that may affect amounts received a nd paid to be materially different from
the amounts you estimated and recorded.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 4
Loss on termination of management agreement, page 47

7. Please explain to us why you were requi red to pay a termination fee in the
termination of the management agreement wh en it was the other party that terminated
the agreement and how the amount of the termination fee was determined.

Reconciliation of Consolidated Historical OIBDA to Operating Income and Net Income
(Loss), page 48
Depreciation expense, page 48

8. It is not clear to us why lower capital e xpenditures necessarily translates into less
depreciation, particularly when no disclosure was noted of dispositions, impairments, and/or fully depreciated assets, and gross property, plant and equipment (exclusive of
construction in progress) ha s increased.  Please advise.

Income tax expense, page 49

9. Please explain to us and disclose the basis for a higher percentage of shared service
operating expenses being allocated to foreign income in fiscal 2006 that had the effect
of reducing foreign income taxes and the overall tax provision.  Please advise and disclose if this represents a trend in the way domestic and intern ational operations are
to be conducted, and if so, the basis for such change and anticipated impacts of such.

Business Segment Results, page 50
Recorded Music, page 50

10. Please explain to us how a comparatively larger number of releases sold in excess of 1 million units contributes to an increase in selling and marketing costs in fiscal 2006 and the associated amount of the increase in these costs.

Music Publishing, page 51

11. Please explain to us the basis for and a ssociated amount of the favorable royalty
adjustments in fiscal 2006 to accurately state your royalty payable balances as
indicated in the first fu ll paragraph of page 52.

Contractual Obligations, page 66

12. Since interest is material to  your operations and cash flow , please include in the table
the amount of interest associated with long term debt and the ba sis for the amount of
interest.  If it is not prac ticable to include an amount for interest, please disclose the
reason.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 5
Notes to Consolidated and Combined Financial Statements, page 84
Note 3. Summary of Significant Accounting Policies, page 86
Revenues, page 87
Recorded Music, page 87

13. In regard to digital distribution channels, explain to us and disclose your relationship with providers of your recorded music with respect to the timing of when you
recognize revenues and determining the amount thereof.  For example, describe how
your recorded music is made available to  the digital distributors and how you are
notified by the providers of the amount of revenue attributed to you and when it has
been earned by you.  Also, explain to us a nd disclose the compensation arrangements,
such as in regard to licen sing, rights or other arrangeme nts, you have with digital
distributors, whether you ar e the recipient or payor of  the compensation, and your
accounting for such arrangements.  Further,  explain to us and disclose the costs
associated with generating revenues associat ed with digital dist ribution channels and
how you determine when such cost s are recognized in earnings.

14. Please revise to disclose your accounting policy for recognition of recorded music
costs, both acquired and non-acquired.

Music Publishing, page 87

15. Please explain to us why it is proper to  recognize music publishing royalties when
received.  Tell us the uncertainties involve d in determining when this revenue has
been earned such that it can only be recorded  upon receipt.  Further, describe for us
the process by which you obtain informati on from third parties from which you
record these revenues, how such revenue is  attributed to you by these parties, and
how the information provided affects the timing of when you recognize and record
such revenue

Royalty Advances and Royalty Costs, page 88

16. Please disclose for each year presented the amount written-off for advances deemed unrecoverable.

Note 9. Goodwill and Intangible Assets, page 96

17. Please explain to us why it is proper to record the purchase accounting adjustments
against goodwill rather than in earnings.  Tell us whether any of the adjustments were made beyond one year of the associated purchase.

18. We note that you amortize your recorded musi c catalog over a period of ten years.
Based on the amounts presented in your table of expected amortization for each of the
next five years, it appears that you amortize this intangible on a straight-line basis.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 6
Please tell us whether our understanding is  correct and, if so, why you believe the
straight-line method is appropria te.  In this regard, please te ll us the actual historical
and expected future pattern of economic be nefits generated by the catalog asset.

Note 12. Debt, page 100

19. We note your December 2004 issuance of seni or discount notes and PIK notes, which
were repaid, in whole or in part, in June  2005.  You state that interest accrued on the
discount notes in the form of an increase in  the accreted value of the notes and that
interest accrued on the PIK notes in the form  of additional PIK notes.  You state that
you were required to pay all a ccrued interest as of the re demption date relating to the
notes that were redeemed, and that this included $4 million in accreted value of the
discount notes and $9 million related to the PI K notes.  It appears that the repayment
of this $13 million in accrued interest was r ecognized as a financing cash outflow in
the debt repayments line in the financing activities section of your statement of cash
flows for the year ended September 30, 2005.  Paragraph 23(d) of SFAS 95 requires
cash payments to lenders and creditors for in terest to be classified as operating cash
flows.  Therefore, it appears that you  should amend your filing to restate your
financial statements for this repayment of  interest, which appears material to 2005
operating cash flows.

Note 15. Stock-Based Compensation Plans, page 106

20. Please explain to us the basis for a term  of 6 years for stock options when the
aggregate of the amounts disclosed as exerci sed and forfeited suggests a shorter term.

21. Please disclose the following information pu rsuant to the indicat ed paragraphs of
FAS 123R:
a) method used to incorporate the indicated factors associated with the term of stock options into the fair valu e of the options pursuant to paragraph A240(e)(2)(a);
b) stock options expected to vest and fully vested options (to the extent fully vested options differ from options that are ex ercisable) pursuant to paragraph A240d;
c) the weighted average period over which total compensation cost related to
nonvested awards  is expected to be r ecognized pursuant to paragraph A240h; and
d) tax benefit associated with  stock options exercised pursuant to paragraph A240i.

Item 9A. Controls and Procedures, page 133
Evaluation of Disclosure Cont rols and Procedures, page 134

22. It appears from your disclosu re that the conclusion reached in regard to your
disclosure controls and procedures is qualified in that they provided reasonable
assurance only with respect to “information re quired to be disclose d in reports filed or
submitted under the Exchange Act were recorded, processed, summarized and reported within time periods specified in SEC rules and forms” and not also in regard

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 7
to “information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding the required disclosure.”  Please represent to us whether or not  your disclosure controls were qualified in this fashion,
and if qualified, the facts and circumstances a ssociated with this qualification.  Ensure
your future disclosure in each periodic repo rt filed addresses all aspects embodied in
the full definition of “disclosure controls and procedures” specified in Exchange Act
rules 13a-15(e) and 15d- 15(e), as appropriate.

Form 10-Q: For the Period Ended March 31, 2007

Management’s Discussion and Analysis …, page 24
Six Months Ended March 31, 2007 Compared  to Six Months Ended March 31, 2006,
page 35
Consolidated Historical Results, page 35
Cost of revenues, page 36

23. Please explain to us and disclose in furt her detail how the cha nge in product mix
influences the amount of royalty expense re corded and the circumstances associated
with the royalty advance write offs.

Warner Music Group Corp.

Form 10-K: For the Year Ended September 30, 2006

General

24. As applicable and appropriate, please a ddress in the filings of Warner Music Group
the comments indicated above  for WMG Acquisition Corp.

Consolidated and Combined Statements of Cash Flows, page 89

25. Within financing activities, please pres ent proceeds of bo rrowings and related
financing costs on a gross basis.  Refer to paragraph 11 of FAS 95.

Notes to Consolidated and Combined Audit