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Correspondence

VIA EDGAR

April 26, 2010

Re:

Warner Music Group Corp.

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

File No. 001-32502

 Lyn Shenk

Branch Chief

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F
Street, N.E.

 Washington, DC 20549

Dear Ms. Shenk:

 On
behalf of Warner Music Group Corp. (the “Company”), we are writing to respond to the comments set forth in the comment letter of the staff of the Securities and Exchange Commission (the “Staff”) dated March 31, 2010 (the
“comment letter”) relating to the above-referenced Form 10-K (the “10-K”).

 To assist your review, we have
retyped the text of the Staff’s comments in italics below and the numbered paragraphs of this letter correspond to the numbered paragraphs of the comment 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 digital sales and physical sales.

Our Response:

Increasing digital revenue in our Recorded Music business is a key part of our strategy to offset declines in physical sales. We note that
in our current filings we do include general discussions surrounding our strategy to focus on digital distribution.

See, for example, the discussion in “Our Strategy” on page 4 of the 10-K under “Capitalize on Digital Distribution.” As requested, we intend to add additional disclosure to
our MD&A in future filings beginning with the Form 10-Q for the quarter ended March 31, 2010 (the “Q2 10-Q”) which, absent changes in facts and circumstances, we would expect to be substantially similar to that set forth below:

 Expanding Business Models to Offset Declines in Physical Sales

A key part of our strategy to offset declines in physical sales is to expand digital sales. New digital models have enabled us to
find additional ways to generate revenues from our music content. In the early stages of the transition from physical to digital sales, overall sales have decreased as the increases in digital sales have not yet met or exceeded the decrease in
physical sales. Part of the reason for this gap is the shift in consumer purchasing patterns made possible from new digital models. In the digital space, consumers are now presented with the opportunity to not only purchase entire albums, but to
“unbundle” albums and purchase only favorite tracks as single-track downloads. While to date, sales of online and mobile downloads have constituted the majority of our digital Recorded Music revenue, that may change over time as new
digital models, such as access models (models that typically bundle the purchase of a mobile device with access to music) and streaming subscription services, continue to develop. In the aggregate, we believe that growth in revenue from new digital
models has the potential to offset physical declines and drive overall future revenue growth. In the digital space, certain costs associated with physical products, such as manufacturing, distribution, inventory and return costs, do not apply.
Partially eroding that benefit are increases in mechanical copyright royalties payable to music publishers which apply in the digital space. While there are some digital-specific variable costs and infrastructure investments necessary to produce,
market and sell music in digital formats, we believe it is reasonable to expect that digital margins will generally be higher than physical margins as a result of the elimination of certain costs associated with physical products. As consumer
purchasing patterns change over time and new digital models are launched, we may see fluctuations in contribution margin depending on the overall sales mix.

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
growth areas of the industry and how expanding these areas has and is expected to impact revenue and margins over time.

Our Response:

We note that in our current filings we do include general discussions surrounding our strategy to enter into expanded-rights deals with
recording artists, as well as the expected benefits from such deals. See, for example, the discussion in “Our Strategy” on page 4 of the 10-K under “Enter into Expanded-Rights Deals to Form Closer Relationships with Recording Artists
and Capitalize on Growth Areas of the Music Industry.” To the extent the non-traditional recorded music revenue generated by these expanded-rights deals begins to be material to our results, we will add additional discussion of our strategy as
it relates to our expanded-rights deals. In addition, as requested, in future filings we intend to add additional disclosure in our MD&A beginning with the Q2 10-Q noting that entering into expanded-rights deals are another strategy to offset
declines in physical revenues in our recorded music business. We will include this as part of the disclosures discussed in our response to comment 1 above under “Expanding Business Models to Offset Declines in Physical Sales”, which absent
changes in facts and circumstances, we would expect to be substantially similar to that set forth below:

 We have also been
seeking to expand our relationships with recording artists as another means to offset declines in physical revenues in Recorded Music. For example, we have been signing recording artists to expanded-rights deals for the last several years. Under
these expanded-rights deals, we participate in the recording artist’s revenue streams, other than from recorded music sales, such as live performances, merchandising and sponsorships. We believe that additional revenue from these revenue
streams will help to offset declines in physical revenue over time. As we have generally signed newer artists to these deals, increased non-traditional revenue from these deals is expected to come several years after these deals have been signed as
the artists become more successful and are able to generate revenue other than from recorded music sales. While non-traditional Recorded Music revenue, which includes revenue from expanded-rights deals as well as revenue from our artist services
business, was less than 10% of our total revenue in fiscal 2009, we believe this revenue should continue to grow and represent a larger proportion of our revenue over time. We also believe that the strategy of entering into expanded-rights deals and
continuing to develop our artist services business will contribute to Recorded Music growth over time. Margins for the various non-traditional Recorded Music revenue streams can vary significantly. The overall impact on margins will, therefore,
depend on the composition of the various revenue streams in any particular period.

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 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 the revenue items (recorded music, music
publishing, geographical location) 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 clearer understanding of any
specific factors driving the changes in your results of operations. Include in your discussion the effects changes in price and volume have on your results.

Our Response:

To the extent that in future periods ‘economic pressures’ are a significant contributor to the changes in our results of
operations, we will include more specific disclosure in our filings to further discuss what is meant by ‘economic pressures’ as well as any additional factors driving the changes to our results of operations. In general, ‘economic
pressures’ refers to the impact of the global recession on both consumers’ buying patterns, which has resulted in decreased discretionary spending, and a reduction by retailers in the amount of floor and shelf space dedicated to music.
Retailers still account for the majority of sales of our physical product. However, as the number of physical music retailers has declined significantly, there is increased competition for available display space. This has led to a decrease in the
amount and variety of product on display. As noted in “Factors Affecting Results of Operations and Financial Condition” on page 48 of the 10-K, these economic pressures have resulted in significant recessionary pressures, lower consumer
confidence and lower retail sales in general. Of particular note for fiscal 2009 was the impact of the recession in Japan on our overall results, which was specifically noted in the discussion of “Revenue by Geographical Location” on page
52 of the 10-K.

 In addition, our future disclosures will include expanded discussion about the transition from physical to
digital and our strategy to enter into expanded-rights deals

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with recording artists as noted in our responses to comments 1 and 2 above. This will include a discussion of the impact on the volume of sales resulting to date from the shift from physical to
digital. The overall decline in revenue is an industry-wide recorded music issue. We do not believe that pricing is the primary driver of this decline. Rather the majority of the revenue decline is attributable to the ability of consumers in the
digital space to purchase individual tracks from an album rather than purchase the entire album (as described in our response to comment 1 above), the economic pressures described above, the growing competition for consumer discretionary spending
and the ongoing issue of piracy (physical and digital theft).

 Critical Accounting Policies

Accounting for Goodwill and Other Intangible Assets, page 74

4.
We note that you have incurred net losses for the last three years and have negative stockholders’ equity. Please expand 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 key assumptions used and how the key assumptions were determined;

•

 a discussion of the degree of uncertainty associated with the key assumptions including specifics to the extent possible (e.g., the valuation model
assumes recovery from a business downturn within a defined period of time); and

•

 a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

 Our Response:

We will include expanded disclosure in our future annual reports on Form 10-K in the “Management’s Discussion &
Analysis – Critical Accounting Policies” section under the subheading “Accounting for Goodwill and Other Intangible Assets.” In addition, we will disclose our revised Goodwill accounting policy or, if we so choose, our Critical
Accounting Policies in their entirety, which will reflect our expanded disclosures, in our Q2 10-Q and in our Form 10-Q for the quarter ended June 30, 2010 (the “Q3 10-Q”). Absent changes in facts and circumstances, we would expect
the disclosure in the Goodwill accounting policy to be substantially similar to that set forth below:

 Accounting for Goodwill and Other
Intangible Assets

 We account for our goodwill and other indefinite-lived intangible assets as required by FASB Accounting
Standards Codification (“ASC”) Topic 350, Intangibles—Goodwill and other (“ASC 350”). Under ASC 350, we no longer amortize goodwill, including the goodwill included in the carrying value of investments accounted for using
the equity method of accounting, and certain other intangible assets deemed to have an indefinite useful life. ASC 350 requires that goodwill and certain intangible assets be assessed for impairment using fair value measurement techniques on an
annual basis and when events occur that may suggest that the fair value of such assets cannot support the carrying value. Goodwill impairment is tested

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using a two-step process. The first step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its net book value (or
carrying amount), including goodwill.

 In performing the first step, management determines the fair value of its reporting
units using a combination of a discounted cash flow (“DCF”) analysis and a market-based approach. Determining fair value requires significant judgment concerning the assumptions used in the valuation model, including discount rates, the
amount and timing of expected future cash flows and, growth rates, as well as relevant comparable company earnings multiples for the market-based approach including the determination of whether a premium or discount should be applied to those
comparables. The cash flows employed in the DCF analyses are based on management’s most recent budgets and business plans and when applicable, various growth rates have been assumed for years beyond the current business plan periods. Any
forecast contains a degree of uncertainly and modifications to these cash flows could significantly increase or decrease the fair value of a reporting unit. For example, if revenue from sales of physical products continues to decline and the revenue
from sales of digital products does not continue to grow as expected and we are unable to adjust costs accordingly, it could have a negative impact on future impairment tests. In determining which discount rate to utilize, management determines the
appropriate weighted average cost of capital (“WACC”) for each reporting unit. Management considers many factors in selecting a WACC, including the market view of risk for each individual reporting unit, the appropriate capital structure
and the appropriate borrowing rates for each reporting unit. The selection of a WACC is subjective and modification to this rate could significantly increase or decrease the fair value of a reporting unit.

If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the
second step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the second step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The second step of
the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that
goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the
reporting unit is allocated to all of the assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the
purchase price paid to acquire the reporting unit.

 As of September 30, 2009, we had recorded goodwill in the amount of
$1.04 billion, primarily related to the Acquisition (as defined). We test our goodwill and other indefinite-lived intangible assets for impairment on an annual basis in the fourth quarter of each fiscal year. The performance of our fiscal 2009
impairment analyses did not result in any impairments of the Company’s goodwill. The discount rates utilized in the fiscal 2009 analysis ranged from 9% to 10% while the terminal growth rates used in the DCF analysis ranged from 2% to 3%. To
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