SEC Comment Letter for Warner Music Group Corp. (WMG) (CIK 0001319161) (WMG) — Jul 14, 2010
Warner Music Group Corp. (WMG) (CIK 0001319161)
Date: July 14, 2010 · CIK: 0001319161 · Accession: 0000000000-10-039482
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32502
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE June 29, 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 Schedule 14A File No. 001-32502
Dear Mr. Macri: We have reviewed your corresponden ce dated April 26, 2010 and have the following comment. Unless otherwise indicate d, we believe you should revise future filings in response to our comments. If you di sagree, we will consider your explanation as to why a revision is not necessary. Please be as detailed as necessary in your explanation. We also ask you to provide us with further information. After reviewing the additional information, we may raise further comments. Please file your response to our comments via EDGAR, under the label “corres p,” within 10 business days from the date of this letter. Definitive Proxy Statement on Schedule 14A
Annual Cash Bonus, page 27 1. We note your response to our prior comment 9; however, please provide us with additional analysis supporti ng your belief that the perf ormance targets, including budgeted levels of net revenue and OIBDA, are not material information that is necessary to an understanding of your compensation policies. For example, we note that the overall funding for your co mpany-wide bonus pool is determined by the achievement of these performance goals and, as a result, directly affects the amount of funds available to your named executive officers in the form of annual cash bonuses. Alternatively, confirm to us th at, in future filings, you will disclose these performance targets.
******** 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
Warner Music Group Corp. June 29, 2010 Page 2 of 2 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 me at 202- 551-3240 with any questions.
Sincerely,
Michelle Lacko Attorney - Advisor
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
June 29, 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
Schedule 14A
File No. 001-32502
Dear Mr. Macri:
We have reviewed your corresponden ce dated April 26, 2010 and have the
following comment. Unless otherwise indicate d, we believe you should revise future
filings in response to our comments. If you di sagree, we will consider your explanation as
to why a revision is not necessary. Please be as detailed as necessary in your explanation.
We also ask you to provide us with further information. After reviewing the additional information, we may raise further comments. Please file your response to our comments
via EDGAR, under the label “corres p,” within 10 business days from the date of this
letter. Definitive Proxy Statement on Schedule 14A
Annual Cash Bonus, page 27
1. We note your response to our prior comment 9; however, please provide us with
additional analysis supporti ng your belief that the perf ormance targets, including
budgeted levels of net revenue and OIBDA, are not material information that is
necessary to an understanding of your compensation policies. For example, we
note that the overall funding for your co mpany-wide bonus pool is determined by
the achievement of these performance goals and, as a result, directly affects the
amount of funds available to your named executive officers in the form of annual
cash bonuses. Alternatively, confirm to us th at, in future filings, you will disclose
these performance targets.
********
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
Warner Music Group Corp.
June 29, 2010 Page 2 of 2 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 me at 202- 551-3240 with any questions.
Sincerely,
Michelle Lacko Attorney - Advisor