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SEC Comment Letter for Warner Music Group Corp. (WMG) (CIK 0001319161) (WMG) — Mar 17, 2014

Warner Music Group Corp. (WMG) (CIK 0001319161)
Date: March 17, 2014 · CIK: 0001319161 · Accession: 0000000000-14-013113

AI Filing Summary & Sentiment

Sentiment
Urgency
Document Type
Confidence
SEC Posture
Company Posture

Summary

Reasoning

File numbers found in text: 001-32502

Date
March 14, 2014
Author
/s/ Lyn Shenk
Form
UPLOAD
Company
Warner Music Group Corp. (WMG) (CIK 0001319161)

Letter

March 14, 2014 Via E -mail Brian Roberts Chief Financial Officer Warner Music Group Corp. 75 Rockefeller Plaza New York, NY 10019

Re: Warner Music Group Corp . Form 10-K for Fiscal Year E nded September 30 , 2013 Filed December 12, 2013 File No. 001-32502

Dear Roberts :

We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.

Please r espond to this letter within 10 business days by confirming that you will revise your document in future filings (unless otherwise indicated) and providing any reque sted information. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these comments, we may have additional comments.

Form 10 -K for Fiscal Year E nded September 30, 2013

Signatur es

1. Please confirm that in future filings you will revise the second half of the signature block so that it is signed by someone with the indicated capacity of principal financial officer and either principal accounting officer or controller.

Form 8 -K furnished February 6, 2014 Exhibit 99.1

2. Please present with equal or greater prominence, net income calculated in accordance with GAAP, in the headlines on page 1 of your results for the fiscal first quarter ended December 31, 2013 in accordance with Item 1 0(e)(1)(i)(A) of Regulation S -K.

Brian Roberts Warner Music Group Corp. March 14 , 2013 Page 2

Other

3. Data about your company included in the SEC’s EDGAR system includes the company’s current fiscal year end. However, it appears that the fiscal year end listed for your company does not agree with the actual fisca l year end of your most recent annual periodic report. Please correct the fiscal year end listed in EDGAR as follows:

 log onto your account at https://www.edgarfiling.sec.gov  select “retrieve/edit data” from the left -side menu  select “retrieve company information”  select “edit company information” at the bottom of the screen  enter the month and day of your fiscal year end (e.g., “1231” or “0630”) in the “fiscal year end” field  and finally select “submit change” at the bottom of the screen.

If your fisc al year end is not a fixed date and instead varies by a few days each year pursuant to your articles of incorporation (e.g., the first Tuesday following May 31st), please list your fiscal year end for this purpose as the fixed date on which your fiscal yea r end is based (e.g., May 31st, or “0531”). In your case, this appears to be September 30th, or “0930.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the infor mation the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the dis closures they have made.

In responding to our comments, please provide a written statement from the company acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to dis closure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the feder al securities laws of the United States.

Brian Roberts Warner Music Group Corp. March 14 , 2013 Page 3

You may contact Theresa Messinese at 202-551-3307 if you have questions regarding comments on the financial statements and related matters. Please contact John Dana Brown at 202-551-3859 or Susan Block at 202-551-3210 with any other questions. You may also contact me at 202-551-3380 .

Sincerely,
/s/ Lyn Shenk

Show Raw Text
March 14, 2014

Via E -mail
Brian Roberts
Chief Financial  Officer
Warner Music Group Corp.
75 Rockefeller Plaza
New York, NY  10019

Re: Warner Music Group Corp .
 Form 10-K for Fiscal Year E nded September 30 , 2013
Filed December 12, 2013
File No. 001-32502

Dear Roberts :

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please r espond to this letter within 10  business days by confirming that you will revise
your document in future filings  (unless otherwise indicated)  and providing any  reque sted
information.   If you do not believe our comments apply to your facts and circumstances, please
tell us why in your response.

After reviewing  the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for Fiscal Year E nded September 30, 2013

Signatur es

1. Please confirm that in future filings you will revise the second half of the signature block
so that it is signed by someone with the indicated capacity of principal financial officer
and either principal accounting officer or controller.

Form 8 -K furnished February 6, 2014
Exhibit 99.1

2. Please present with equal or greater prominence, net income calculated in accordance
with GAAP, in the headlines on page 1 of your results for the fiscal first quarter ended
December 31, 2013 in accordance with Item 1 0(e)(1)(i)(A) of Regulation S -K.

Brian Roberts
Warner Music Group Corp.
March 14 , 2013
Page 2

 Other

3. Data about your company included in the SEC’s EDGAR system includes the company’s
current fiscal year end.  However, it appears that the fiscal year end listed for your
company does not agree with the actual fisca l year end of your most recent annual
periodic report.  Please correct the fiscal year end listed in EDGAR as follows:

 log onto your account at https://www.edgarfiling.sec.gov
 select “retrieve/edit data” from the left -side menu
 select “retrieve company information”
 select “edit company information” at the bottom of the screen
 enter the month and day of your fiscal year end (e.g., “1231” or “0630”) in the
“fiscal year end” field
 and finally select “submit change” at the bottom of the screen.

If your fisc al year end is not a fixed date and instead varies by a few days each year
pursuant to your articles of incorporation (e.g., the first Tuesday following May 31st),
please list your fiscal year end for this purpose as the fixed date on which your fiscal yea r
end is based (e.g., May 31st, or “0531”).  In your case, this appears to be September 30th,
or “0930.”

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the infor mation the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the dis closures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to dis closure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the feder al securities laws of the United States.

Brian Roberts
Warner Music Group Corp.
March 14 , 2013
Page 3

 You may contact Theresa Messinese  at 202-551-3307  if you have questions regarding
comments on the financial statements and related matters.  Please contact John Dana Brown at
202-551-3859  or Susan Block  at 202-551-3210  with any other  questions.   You may also contact
me at 202-551-3380 .

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief