SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

        March 31, 2010           Steven Macri Chief Financial Officer Warner Music Group Corp. 75 Rockefeller Plaza New York, NY  10019   Re: Warner Music Group Corp.
Form 10-K for the fiscal year ended September 30, 2009
  File No. 001-32502

Dear Mr. Macri:
  We have reviewed the above referenced filing and have the following comments.
Some of our comments request changes to disc losure in future filings.  If you disagree,
we will consider your explanation as to w hy a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Our comments may also request information
so we may better understand your disclosure.  After reviewing this 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 ten business days from the date of this letter.

Form 10-K for the fiscal year ended September 30, 2009

Factors Affecting Results of Operations and Financial Condition, page 48

1. Please expand your discussion to provide more information on how a shift from
the CD format to digital music can impact  your business.  For example, discuss
the differences in costs associated with digital formats as well as the differences in contribution margin from dig ital sales and physical sales.

2. Please also consider adding a discussion under this section explaining your shift
in strategy to enter into expanded-rights deals with artists to  capitalize on the
growth areas of the industry and how expanding these areas has and is expected to impact revenue and margins over time.

Warner Music Group Corp.
March 31, 2010
Page 2 of 2            Results of Operations, page 50

Revenues

3. In your discussion regarding the changes in  revenue between periods you attribute
the changes between periods in all of th e revenue items (recorded music, music
publishing, geographical loca tion) to ‘economic pressures.”  Please provide a
more robust discussion to specifically explain what is meant by ‘economic
pressures’ as well as to provide investors with a cl earer understanding of any
specific factors driving the changes in your  results of operations.  Include in your
discussion the effects changes in pr ice and volume have on your results.
 Critical Accounting Policies

Accounting for Goodwill and Other Intangible Assets, page 74

4. We note that you have incurred net losse s for the last three years and have
negative stockholders’ equity.  Please e xpand your critical accounting policy for
goodwill to include the following:

• the percentage by which fair value of the reporting unit exceeded the
carrying value as of the date of the most recent test;
• a description of the methods and ke y assumptions used and how the key
assumptions were determined;
• a discussion of the degree of uncer tainty associated with the key
assumptions including specifics to th e extent possible (e.g., the valuation
model assumes recovery from a busin ess downturn within a defined period
of time); and
• a description of potential events and/ or changes in circumstances that
could reasonably be expected to ne gatively affect the key assumptions.

Accounting for Royalty Advances, page 77

5. We note that management’s decision to cap italize an advance to an artist or
songwriter as an asset requires significan t judgment as to th e recoverability of
these advances.  In light of the judgment  in determining whether and how much to
capitalize, please expand your disclosure to discuss (i) the average age of the
outstanding advances expected to be rec ouped, (ii) the percentage of advances
that are typically recouped, (iii) the av erage time period that most advances are
collected, and (iv) the percen tage of advances that ar e expensed immediately.

Note 3:  Summary of Significan t Accounting Policies, page 92
Music Publishing

6. We note that music publishing royalties are recognized as revenue when cash is
received and that an agreement was reach ed with the U.S. recorded music and

Warner Music Group Corp.
March 31, 2010
Page 3 of 3
music publishing industries which will result in a $25 million payment of royalties that were accrued in  prior years.  Please expl ain this to us in greater
detail and tell us the period to which th is amount relates and the length of time
between accrual of amou nts and collection.
 Royalty Advances and Royalty Costs, page 92

7. Please expand your policy to disclose how cr edits to the royalty advances balance
are calculated each reporting period.  For example, explain what portion of revenue earned on a specific song is cr edited towards an artist’s outstanding
balance.  Also in this regard, please tell us and disclose how you account for revenue received for artists whose advances have been deemed unrecoupable and therefore expensed.

8. We note per a risk factor on page 29 that as new distribution channels continue to
develop, you have to implement systems to process royalties on these new revenue streams.  Please tell us how your system for processing royalties for
digital distribution differs from your existing system including any differences in the process for determining and paying royalty amounts due.
 Definitive Proxy Statement on Schedule 14A

Annual Cash Bonus, page 27
9. In future filings, please disclose all pe rformance targets, including budgeted levels
of net revenue and OIBDA, which must  be achieved in order for your named
executive officers to earn their annual cash bonuses.  To the extent you believe
that disclosure of the targets is not required because it would result in competitive harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of
Regulation S-K, please provide us with  a detailed explanation for such
conclusion.  Please also note that to the extent that you have an appropriate basis
for omitting the specific targets, you must  discuss how difficult it would be for the
named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors.  Ge neral statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually are not sufficient.  Please provide insight into the
factors considered by the committee prior to the awarding of performance-based
compensation such as historical analyses prior to the granting of these awards or correlations between historic al bonus practice and the incentive parameters set for
the relevant fiscal period.

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Warner Music Group Corp.
March 31, 2010 Page 4 of 4             We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in your filings to be certain that  the filings include all information required
under the Securities Exchange Act of 1934 and that they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating 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 provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in its
filings;
‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; 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.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filings or in response to our comments on your filings.

 You may contact Theresa Messinese at  202-551-3307 for questions regarding the
financial statements and related matters, Michelle Lacko at 202-551-3240 for questions
regarding Comment 9, or the undersigned at 202-551-3380 with any other questions.

Sincerely,

Lyn Shenk Branch Chief