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SEC Response Letter

 [WARNER MUSIC GROUP CORP. LETTERHEAD]

April 5, 2013

 VIA
EDGAR

 Lyn Shenk

 Branch Chief

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Re:
Warner Music Group Corp.

Form 10-K for Fiscal Year Ended September 30, 2012

 Filed December 13, 2012

 File No. 001-32502

Form 10-Q for Quarterly Period Ended December 31, 2012

Filed February 14, 2013

 File No. 001-32502

 Dear Mr. 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 (the “Staff”) of the Securities and Exchange Commission (the “SEC”) dated March 18, 2013 (the “comment letter”) relating to the above-referenced Form 10-K (the “Form 10-K”) and Form
10-Q (the “Form 10-Q”).

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

 Form 10-K for
Fiscal Year Ended September 30, 2012

 Management’s Discussion and Analysis Results of Operations, page 52

1.
Throughout your discussion, please quantify each factor cited that contributed to the changes in revenues and expenses. For example, on page 54 you disclose that
the increase in digital revenue was driven by continued success of streaming services, growth of digital downloads in the U.S. and emerging digital markets in Latin America and certain European territories, partially offset by the continued decline
in global ringtone revenue, but you do not quantify any of these factors. Please revise your disclosure and ensure that your revised disclosure is sufficiently detailed in explaining the factors cited and analyzing the underlying reasons for the
factors. Refer to section 501.04 of the Codification of Financial Reporting Releases for guidance.

 Response

 We note for the Staff that digital revenue is a component of the Company’s total revenue, and thus, the
Company’s disclosure of the amount of its digital revenue itself reflects a quantification of a significant factor that contributed to the change in the Company’s revenue line item. Similar quantitative disclosure is provided for other
components of the Company’s revenue and for the Company’s cost of revenues. See pages 53 – 59 of the Form 10-K.

Notwithstanding the foregoing, the Company recognizes its obligations under section 501.04 of the Codification of Financial Reporting
Releases and therefore in future applicable filings will disclose the magnitude and relative impact of each material factor when two or more factors are cited as contributing to a variation of a line item, consistent with the requirements of section
501.04 of the Codification of Financial Reporting Releases.

 Liquidity

 Contractual and Other Obligations, page 89

2.
Please include the scheduled annual fees due Access pursuant to the management agreement you entered into with Access, which is noted on page 52 of your filing.
According to your disclosure on page 124, it appears the minimum fee is $6 million per year. Please revise accordingly. Since the fee to Access may be higher, consider providing additional information below the table to enable investors to readily
understand how the fee may vary.

 Response

Under its management agreement with Access, the Company is obligated to pay Access an aggregate annual fee equal to the greater of
(i) the sum of (x) $6,000,000 and (y) 1.5% of the aggregate amount of Acquired EBITDA (as defined in the management agreement) as at such time and (ii) 1.5% of the EBITDA (as defined in the WMG Holdings Corp. 13.75% Senior Notes
due 2019 as required by the management agreement) of the Company for the applicable fiscal year. Thus, as the Staff correctly notes, the minimum annual fee to be paid by the Company to Access is $6,000,000. In future applicable filings, the Company
will include this $6,000,000 plus 1.5% of any Acquired EBITDA annual base amount obligation in the “Contractual and Other Obligations” table, and will include as a footnote to such table a discussion of the circumstances under which the
amount payable under its management agreement with Access may be in excess of such annual base amount.

 Notes to Consolidated Audited
Financial Statements

 Note 6: Goodwill and Intangible Assets

 Other Intangible Assets, page 118

3.
We note the expected useful life of your music publishing copyrights increased to 28 years after the July 20, 2011 merger from 10 to 15 years prior to the
merger. Given your disclosure, both before and after the merger, that the useful lives of definite-lived intangible assets are evaluated based on expected future cash flows associated with the assets, and given that the useful life of this asset was
presumably partially consumed prior to the merger, please explain to us why the post-merger useful life is significantly longer than the remaining useful life immediately prior to the merger, how you determined the post-merger useful life, and why
you believe it is reasonable and appropriate. As part of your response, please also address other categories of definite-lived intangibles whose post-merger useful lives exceeded their pre-merger remaining useful lives.

 Response

 We note that in 2003, a private equity consortium of investors formed the Company to acquire Warner Music Group from Time Warner Inc. In conjunction with the acquisition by the Company of Warner Music
Group from Time Warner Inc. effective March 1, 2004, management identified and valued the tangible and intangible assets acquired and liabilities assumed. The amortizable intangible assets identified were then assigned useful lives based upon
the information available at that time, which included management’s projections of estimated future cash flows. Subsequent to the establishment of the intangible assets and their useful lives, management evaluated at each reporting period
“…whether events and circumstances warrant a revision to the remaining period of amortization…” in accordance with the provisions of paragraph 350-30-35-9 of Accounting Standards Codification (“ASC”) topic 350,
Intangibles-Goodwill and Other. No such events or changes in circumstances had occurred; therefore management determined that a detailed analysis of the remaining useful lives was not necessary.

On July 20, 2011, the Company was acquired by AI Entertainment Holdings LLC, an affiliate of Access Industries, Inc. Similar to
2004, in conjunction with the acquisition, management identified and valued the tangible and intangible assets acquired and liabilities assumed and the amortizable intangible assets identified were assigned useful lives.

The amortizable intangible assets identified were assigned useful lives using the “Least Squared Errors” method. This method
assigns a useful life based on the pattern of amortization that best matches the cash flows expected to be derived by the asset. The Least Squared Errors method considers both the timing and magnitude of the underlying cash flows for each asset.

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 As a result of applying the Least Squared Errors method management noted that, with the
exception of Music Publishing copyrights, the useful lives assigned to the amortizable intangible assets identified were commensurate with the fiscal 2004 assessment. Management believes that comparing the initial useful lives is more meaningful
than comparing the remaining useful lives of the fiscal 2004 assets to the newly established lives of the fiscal 2011 assets. This is due to the fact that, while the nature of the intangible assets identified is consistent with fiscal 2004, the
make-up of the underlying assets is different. For example, the Recorded Music catalog valued in fiscal 2004 would have consisted of sound recordings the Company owned the rights to at that time. The fiscal 2011 Recorded Music catalog included the
sound recordings from fiscal 2004, less any rights that reverted back to recording artists or were sold, plus all new sound recordings that had been created by the Company from fiscal 2004 to fiscal 2011. Accordingly, the remaining useful lives of
the fiscal 2004 assets immediately prior to the acquisition and the newly established lives of the fiscal 2011 assets would not be comparable.

 A key driver in the determination of the value and useful lives of the intangible assets was the underlying financial (cashflow) projections. Specifically in the case of Music Publishing copyrights, a key
driver in determining the useful life was the “decay rate” which is the assumption about how the financial contribution of the musical compositions acquired will behave over time. In preparing the financial projections and evaluating the
reasonableness of the useful lives calculated for Music Publishing copyrights and the related decay rates, management considered the following:

•

 Music Publishing has an extensive and highly diversified catalog with no individual songwriter or musical composition making up more than 1% of total
revenue;

•

 Management evaluated the contribution by musical composition for the top 245 musical compositions by annual contribution by fiscal year for the period
from fiscal 2008 to 2010. It was noted that each musical composition individually had relatively consistent performance over the period;

•

 Management also evaluated the behavior of the top 15,000 musical compositions grouped by annual contribution (e.g., all compositions with contributions
greater than $250,000, greater than $100,000, etc.) from fiscal 2008 to 2010. Excluding the new compositions added subsequent to fiscal 2008, it was noted that the contribution generated by these musical compositions was relatively consistent over
the period. This analysis further evidenced a slow decay rate for the catalog as a whole, not just the top 245 compositions analyzed previously; and

•

 The new owner of the Company, Access Industries, Inc., appeared to be more focused on the Music Publishing copyrights and the related exploitation of
those rights than the previous owners. The underlying financial projections used to determine the value/life of these rights reflect this greater focus, which has been further evidenced since the acquisition by Access’ actions including, but
not limited to, certain management changes, taking a global view of Music Publishing catalog exploitation strategy, making Music Publishing catalog acquisitions and making IT investments to the systems used for tracking owned copyrights and the
related exploitation.

 As previously noted, the useful lives of Music Publishing assets increased in the
fiscal 2011 assessment when compared to the lives determined in the fiscal 2004 assessment. This is a result of management’s projections, the new owner’s focus on the exploitation of Music Publishing copyrights and the decay rates utilized
based on the analysis of the behavior of the copyrights.

 Based on the aforementioned factors management believes the useful
lives established in conjunction with the fiscal 2011 acquisition are appropriate. On an annual basis the Company will continue to analyze whether events and circumstances warrant a revision to the remaining period of amortization in accordance with
the ASC topic 350.

 Note 9: Income Taxes, page 120

4.
 In the table on page 121 that presents the differences between the U.S. Federal statutory income tax rate and income taxes provided, you report
the line item “Loss without benefit/(release of valuation allowance), net.” It appears this line represents two different effects, which may be opposite from one another (that is,

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the “loss without benefit” increases tax expense, whereas the “release of valuation allowance” reduces tax expense). Please present a line item for each respective effect
represented in this line for transparency, or advise why your presentation is meaningful.

 Response

 In future applicable filings, the Company will no longer present the Company’s “loss without benefit”
and “release of valuation allowance” on a net basis and will present a separate line item for each such amount to the extent such separate disclosure is required from a materiality perspective.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures, page 151

5.
Please note that Item 307 of Regulation S-K requires a conclusion as to the effectiveness of “disclosure controls and procedures” as defined in the
Exchange Act rules. Please represent to us whether or not these controls were effective at September 30, 2012, and revise your filing accordingly.

 Response

 As requested, the Company hereby represents to the Staff
that as of September 30, 2012, based on management’s evaluation (with the participation of the Company’s principal executive officer and principal financial officer), the Company’s principal executive officer and principal
financial officer have concluded that the Company’s Disclosure Controls are effective to provide reasonable assurance that information required to be disclosed in reports that the Company files or submits under the Exchange Act will be
recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, including that such information is accumulated and communicated to management, including the principal executive officer and principal financial
officer, as appropriate to allow timely decisions regarding required disclosure. The Company will include a similar conclusion as to the effectiveness of its disclosure controls and procedures in its future applicable filings with respect to the
period covered by such reports.

 Form 10-Q for Quarterly Period Ended December 31, 2012

Notes to Consolidated Interim Financial Statements

 Note 6: Commitments and Contingencies, page 13

6.
It appears that the ongoing lawsuits in regard to “Pricing of Digital Music Downloads” and “Music Download Putative Class Action Suits” may be
material to investors. In this regard, please disclose for either an estimate of the loss or range of loss (or, if true, state that the estimate is immaterial in lieu of providing quantified amounts) or state that such an estimate cannot be made,
pursuant to ASC 450-20-50-4.b. You may provide your disclosures on an aggregated basis. Please include your proposed disclosure in your response.

 If you conclude that you cannot estimate the reasonably possible loss or range of loss, please explain to us (1) the procedures you undertake on a quarterly basis to attempt to develop a range
of reasonably possible loss for disclosure and (2) what specific factors are causing the inability to estimate a loss and when you expect those factors to be alleviated. We recognize that there are a number of uncertainties and potential
outcomes associated with loss contingencies. Nonetheless, an effort should be made to develop estimates for purposes of disclosure, including determining which of the potential outcomes are reasonably possible and what the reasonably possible range
of losses would be for those reasonably possible outcomes.

 Response

In determining whether there is a reasonable possibility that a loss or an additional loss has been incurred with respect to any claims,
members of the Legal and Finance functions in conjunction with the Company’s outside counsel review the status of claims made against the Company on at least a quarterly basis. Such review includes the assessment of the status of asserted and
unasserted claims, including the facts and circumstances of the claims,

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the theories of asserted liability, the stage of the proceedings, the Company’s defenses and its past experiences with respect to similar claims. Based upon such analysis, the Company
determines the probability of liability with respect to such claims and whether an estimate of reasonably possible loss or range of loss can be made with resp