SEC Comment Letter for Warner Music Group Corp. (WMG) (CIK 0001319161) (WMG) — Apr 19, 2013
Warner Music Group Corp. (WMG) (CIK 0001319161)
Date: April 19, 2013 · CIK: 0001319161 · Accession: 0000000000-13-021330
AI Filing Summary & Sentiment
Reasoning
Referenced dates: April 5, 2013
Letter
April 19, 201 3 Via E -mail Brian Roberts Chief Financial Officer Warner Music Group Corp. 75 Rockfeller Plaza New York, NY 10019
Re: Warner Music Group Corp. Form 10-K for Fiscal Y ear Ended September 30, 2012 Filed December 13, 201 2 File No. 001 -32502 Form 10 -Q for the Quarterly Period Ended December 31, 2012 Filed February 14 , 2013 File No. 001 -32502 Response dated April 5, 2013
Dear Mr. Roberts :
We have reviewed your response letter dated April 5, 2013 and have the following comment s. Our comment s ask you to provide us with information so we may better understand your disclosure s.
Please respond to this letter within ten business days by providing the requested information. If you do not believe our comment s apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to the comment s, we may have additional comments.
Form 10 -K for Fiscal Year Ended September 30, 2012
Notes to Consolidated Audited Financial Statements
Note 6: Goodwill and Intangible Assets
Other Intangible Assets, page 118
1. Refer to your response to our prior comment 3. Please tell us how you concluded that the useful life of music publishing copyrights was 28 year s and why you believe this life is reasonable and appropriate relative to another period of time.
Brian Roberts Warner Music Group Corp. April 19, 2013 Page 2
2. Please expand your disclosure in “critical accounting policies” to discuss the significant factors, assumptions, judgments and uncertainties considered in your determination and ongoing assessment of the useful life of your music publishing copyrights. Include an analysis of the sensitivity of how your results may differ under different factors, assumpt ions and judgments you consider in assessing the useful life . Refer to Section V of “Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations” available on our website at http://ww w.sec.gov/rules/interp/33 -8350.htm for further guidance.
Form 10 -Q for Quarterly Period Ended December 31, 2012
Notes to Consolidated Interim Financial Statements
Note 6: Commitments and Contingencies, page 13
3. Refer to your response to our prior commen t 6. We note that the reference in your response to the disclosure on page 14 of the notes to the financial statements in the Form 10 -Q is in regard to “other matters ” and not the specific matters disclosed. In regard to the specific matters disclosed, y our response indicates that you will disclose “The outcome of the claims to which the Company is a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot presently be made.” To comply with the disclosure require ment of ASC 450 -20-50-4.b, your determination of the amount of the reasonably possible loss or range of loss to disclose for these proceedings should be based on your determination of all of the potential outcomes that are reasonably possible and not just a determination of “the” outcome . For example, if an unfavorable decision is a potential reasonably possible outcome for the specific matters disclosed , disclose the associated amount of the reasonably possible loss or range of loss, or state, if true, th at such is not material or that it cannot be estimated. Please advise, and revise your disclosure as appropriate.
You may contact Patrick Kuhn at (202) 551 -3308 or Doug Jones at (202) 551 -3309 with any questions . You may also call me at (202) 551 -3380.
Sincerely,
/s/ Lyn Shenk
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April 19, 201 3 Via E -mail Brian Roberts Chief Financial Officer Warner Music Group Corp. 75 Rockfeller Plaza New York, NY 10019 Re: Warner Music Group Corp. Form 10-K for Fiscal Y ear Ended September 30, 2012 Filed December 13, 201 2 File No. 001 -32502 Form 10 -Q for the Quarterly Period Ended December 31, 2012 Filed February 14 , 2013 File No. 001 -32502 Response dated April 5, 2013 Dear Mr. Roberts : We have reviewed your response letter dated April 5, 2013 and have the following comment s. Our comment s ask you to provide us with information so we may better understand your disclosure s. Please respond to this letter within ten business days by providing the requested information. If you do not believe our comment s apply to your facts and circumstances, please tell us why in your response. After reviewing the information you provide in response to the comment s, we may have additional comments. Form 10 -K for Fiscal Year Ended September 30, 2012 Notes to Consolidated Audited Financial Statements Note 6: Goodwill and Intangible Assets Other Intangible Assets, page 118 1. Refer to your response to our prior comment 3. Please tell us how you concluded that the useful life of music publishing copyrights was 28 year s and why you believe this life is reasonable and appropriate relative to another period of time. Brian Roberts Warner Music Group Corp. April 19, 2013 Page 2 2. Please expand your disclosure in “critical accounting policies” to discuss the significant factors, assumptions, judgments and uncertainties considered in your determination and ongoing assessment of the useful life of your music publishing copyrights. Include an analysis of the sensitivity of how your results may differ under different factors, assumpt ions and judgments you consider in assessing the useful life . Refer to Section V of “Interpretation: Commission Guidance Regarding Management's Discussion and Analysis of Financial Condition and Results of Operations” available on our website at http://ww w.sec.gov/rules/interp/33 -8350.htm for further guidance. Form 10 -Q for Quarterly Period Ended December 31, 2012 Notes to Consolidated Interim Financial Statements Note 6: Commitments and Contingencies, page 13 3. Refer to your response to our prior commen t 6. We note that the reference in your response to the disclosure on page 14 of the notes to the financial statements in the Form 10 -Q is in regard to “other matters ” and not the specific matters disclosed. In regard to the specific matters disclosed, y our response indicates that you will disclose “The outcome of the claims to which the Company is a party cannot be determined and an estimate of the reasonably possible loss or range of loss cannot presently be made.” To comply with the disclosure require ment of ASC 450 -20-50-4.b, your determination of the amount of the reasonably possible loss or range of loss to disclose for these proceedings should be based on your determination of all of the potential outcomes that are reasonably possible and not just a determination of “the” outcome . For example, if an unfavorable decision is a potential reasonably possible outcome for the specific matters disclosed , disclose the associated amount of the reasonably possible loss or range of loss, or state, if true, th at such is not material or that it cannot be estimated. Please advise, and revise your disclosure as appropriate. You may contact Patrick Kuhn at (202) 551 -3308 or Doug Jones at (202) 551 -3309 with any questions . You may also call me at (202) 551 -3380. Sincerely, /s/ Lyn Shenk Lyn Shenk Branch Chief