SecProbe.io

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 March 12, 2026

Armin Zerza
Chief Financial Officer
Warner Music Group Corp.
1633 Broadway
New York, NY 10019

 Re: Warner Music Group Corp.
 Form 10-K for Fiscal Year Ended September 30, 2025
 File No. 001-32502
Dear Armin Zerza:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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 CORRESP

 March 11, 2026
 VIA EDGAR Securities and Exchange Commission
 Division of Corporation Finance Office of Trade &
Services 100 F Street, N.E. Washington, D.C. 20549

 Re:
 Warner Music Group Corp.
 Form 10-K for Fiscal Year Ended September 30, 2025
 File No. 001-32502
 Ladies and Gentlemen: This letter sets forth
the responses of Warner Music Group Corp. (the “ Company ”) to the comments of the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ” or “ SEC ”)
contained in the letter, dated March 2, 2026. The Commission’s comments are set forth below in bold italics, and the Company’s responses are set forth in plain text immediately following each comment. Please let us know if we can
provide additional information to assist in the review process. Form 10-K for Fiscal Year Ended
September 30, 2025 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
 Operations Business Segment Results, page 57

 1.
 We note that you have presented adjusted OIBDA on a segment basis. This measure appears to be an
additional profit/(loss) measure that is not calculated in accordance with GAAP. Please reconcile this measure to the most directly comparable GAAP measure in accordance with Item 10(e) of Regulation S-K and
Regulation G.

 Response:
 The Company will provide the requested reconciliations for adjusted OIBDA on a segment basis in its periodic reports on Form 10-K and Form 10-Q in future filings. The reconciliations for each of the Recorded Music and Music Publishing segments and Corporate for the fiscal years ended
September 30, 2025, 2024 and 2023 and for the three months ended December 31, 2025 and 2024 are presented in the table below.

 Three Months Ended December 31,

 Fiscal Year Ended September 30,

 2025

 2024

 2025

 2024

 2023

 Recorded Music

 Recorded Music operating income

 329

 238

 850

 916

 875

 Depreciation and amortization expense

 46

 45

 189

 179

 205

 Restructuring and impairments

 22

 28

 198

 166

 40

 Executive transition costs

 — 

 — 

 4

 — 

 — 

 Net gain on divestitures

 — 

 — 

 — 

 (17
 )

 (41
 )

 Non-cash stock-based compensation and other related
costs

 6

 12

 28

 38

 15

 Recorded Music Adjusted OIBDA

 403

 323

 1,269

 1,282

 1,094

 Music Publishing

 Music Publishing operating income

 65

 55

 224

 238

 200

 Depreciation and amortization

 35

 27

 127

 102

 93

 Restructuring and impairments

 — 

 — 

 5

 — 

 — 

 Net gain on divestitures

 — 

 — 

 — 

 (14
 )

 — 

 Non-cash stock-based compensation and other related
costs

 2

 1

 5

 4

 3

 Music Publishing Adjusted OIBDA

 102

 83

 361

 330

 296

 Corporate

 Corporate operating loss

 (106
 )

 (79
 )

 (380
 )

 (331
 )

 (285
 )

 Depreciation and amortization

 18

 14

 60

 46

 34

 Restructuring and impairments

 12

 (1
 )

 31

 11

 2

 Transformation initiatives and other related costs

 17

 17

 70

 76

 53

 Executive transition costs

 — 

 — 

 4

 — 

 7

 Net gain on divestitures

 5

 — 

 — 

 (1
 )

 — 

 Non-cash stock-based compensation and other related
costs

 12

 6

 28

 19

 34

 Corporate Adjusted OIBDA

 (42
 )

 (43
 )

 (187
 )

 (180
 )

 (155
 )

 Notes to Consolidated Financial Statements
 17. Segment Information, page 115

 2.
 Please revise your disclosure to provide a reconciliation of your total segment profit/(loss) measure to
your consolidated income before taxes for each reporting period presented as required by ASC 280-10-50-30.

 2

 Response:
 The Company will revise its segment footnote disclosure in future periodic reports on Form 10-K and
Form 10-Q as set forth below.

 Corporate

 Recorded

 Music

 expenses and

 Music

 Publishing

 eliminations

 Total

 (in millions)

 September 30, 2025

 Revenues

 5,408

 1,306

 (7
 )

 6,707

 Cost of revenue

 2,818

 821

 (7
 )

 3,632

 Selling and marketing expense

 615

 3

 24

 642

 Distribution expense

 112

 — 

 — 

 112

 General and administrative expense

 679

 131

 325

 1,135

 Restructuring & Impairment

 198

 5

 31

 234

 Amortization expense

 136

 122

 — 

 258

 Operating income (loss)

 850

 224

 (380
 )

 694

 Interest expense, net

 162

 Other expense, net

 42

 Income before income taxes

 490

 Total assets

 5,328

 3,463

 1,038

 9,829

 Capital expenditures

 22

 3

 114

 139

 Depreciation expense

 53

 5

 60

 118

 September 30, 2024

 Revenues

 5,223

 1,210

 (7
 )

 6,426

 Cost of revenue

 2,599

 763

 (7
 )

 3,355

 Selling and marketing expense

 663

 2

 20

 685

 Distribution expense

 105

 —

 —

 105

 General and administrative expense

 664

 123

 302

 1,089

 Restructuring & Impairment

 166

 —

 11

 177

 Amortization expense

 127

 98

 (1
 )

 224

 Net gain on divestitures

 (17
 )

 (14
 )

 (1
 )

 (32
 )

 Operating income (loss)

 916

 238

 (331
 )

 823

 Interest expense, net

 161

 Other expense, net

 61

 Income before income taxes

 601

 Total assets

 4,945

 3,017

 1,193

 9,155

 Capital expenditures

 28

 1

 87

 116

 Depreciation expense

 52

 4

 47

 103

 September 30, 2023

 Revenues

 4,955

 1,088

 (6
 )

 6,037

 Cost of revenue

 2,502

 681

 (6
 )

 3,177

 Gross margin

 2,453

 407

 0

 2,860

 Selling and marketing expense

 695

 3

 12

 710

 Distribution expense

 125

 — 

 — 

 125

 General and administrative expense

 604

 114

 273

 991

 Restructuring & Impairment

 40

 — 

 — 

 40

 Amortization expense

 155

 90

 — 

 245

 Net gain on divestitures

 (41
 )

 — 

 — 

 (41
 )

 Operating income (loss)

 875

 200

 (285
 )

 790

 Loss on extinguishment of debt

 4

 Interest expense, net

 141

 Other expense, net

 36

 Income before income taxes

 609

 Total assets

 4,677

 2,781

 1,087

 8,545

 Capital expenditures

 39

 1

 87

 127

 Depreciation expense

 50

 3

 34

 87

 * *  * *
 3

 If you have any questions regarding this letter, please do not hesitate to contact me at
az@wmg.com.

 Sincerely,
 /s/ Armin Zerza
 Armin Zerza Executive Vice President and Chief Financial
Officer Warner Music Group Corp.

 cc:
 Keira Nakada, Division of Corporation Finance
 Angela Lumley, Division of Corporation Finance
 Paul Robinson, Executive Vice President and General Counsel
 Matthew E. Kaplan, Debevoise & Plimpton LLP
 Eric T. Juergens, Debevoise & Plimpton, LLP
 4

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<TEXT>
 March 2, 2026

Armin Zerza
Chief Financial Officer
Warner Music Group Corp.
1633 Broadway
New York, NY 10019

 Re: Warner Music Group Corp.
 Form 10-K for Fiscal Year Ended September 30, 2025
 File No. 001-32502
Dear Armin Zerza:

 We have reviewed your filing and have the following comment(s).

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for Fiscal Year Ended September 30, 2025
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Business Segment Results, page 57

1. We note that you have presented adjusted OIBDA on a segment basis. This
measure
 appears to be an additional profit/(loss) measure that is not calculated
in accordance with
 GAAP. Please reconcile this measure to the most directly comparable GAAP
measure in
 accordance with Item 10(e) of Regulation S-K and Regulation G.
Notes to Consolidated Financial Statements
17. Segment Information, page 115

2. Please revise your disclosure to provide a reconciliation of your total
segment
 profit/(loss) measure to your consolidated income before taxes for each
reporting period
 presented as required by ASC 280-10-50-30.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
 March 2, 2026
Page 2

 Please contact Keira Nakada at 202-551-3659 or Angela Lumley at
202-551-3398 if you
have any questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Trade &
Services
</TEXT>
</DOCUMENT>

CORRESP
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CORRESP

 Morgan Stanley & Co. LLC

1585 Broadway

 New York, New York 10036

Credit Suisse Securities (USA) LLC

 Eleven Madison Avenue

New York, New York 10010

 Goldman Sachs & Co. LLC

200 West Street

 New York, New York 10282

May 29, 2020

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 100 F Street, N.E.

 Washington, D.C.
20549

 Attention: Katherine Bagley

 Re:

 Warner Music Group Corp.
Registration Statement on Form S-1
Registration File No. 333-236298

 Acceleration
Request

         Requested
Date:            June 1, 2020

        Requested Time:           3:00 P.M. Eastern
Time

 Dear Ms. Bagley:

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several
underwriters, hereby join in the request of Warner Music Group Corp. (the “Company”) for acceleration of the effective date of the above-referenced Registration Statement, requesting effectiveness as of 3:00 PM, Eastern Time, on
June 1, 2020, or at such later time as the Company or its outside counsel, Debevoise & Plimpton LLP, may request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Pursuant to Rule 460 under the Act, we, as representatives of the several underwriters, wish to advise you that we have effected the following
distribution of the Company’s preliminary prospectus dated May 26, 2020:

(i)
 Dates of distribution: May 26, 2020 through the date hereof

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 28

(iii)
 Number of prospectuses furnished to prospective investors: approximately 700

(iv)
 Number of prospectuses distributed to others, including the Company, the Company’s counsel, independent
accountants, and underwriters’ counsel: approximately 50

 The undersigned, as representatives of the several
underwriters, have complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 [Signature page follows]

 Very truly yours,

MORGAN STANLEY & CO. LLC

 CREDIT SUISSE SECURITIES (USA)
LLC

 GOLDMAN SACHS & CO. LLC

Acting severally on behalf of themselves

        and the several Underwriters

 By:

 Morgan Stanley & Co. LLC

/s/ Ashley MacNeill

Name: Ashley MacNeill

Title:   Managing Director

 By:

 Credit Suisse Securities (USA) LLC

 /s/ John Kolz

Name: John Kolz

Title:     Managing Director

 By:

 Goldman Sachs & Co. LLC

 /s/ Rebecca Steinthal

Name: Rebecca Steinthal

Title: Managing Director

 [Signature Page to Acceleration Request]

CORRESP
1
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CORRESP

 Warner Music Group Corp.

1633 Broadway

 New York,
NY 10019

 May 29, 2020

 U.S.
Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

Registration Statement on Form S-1

of Warner Music Group Corp.

File No. 333-236298

Ladies and Gentlemen:

 Pursuant to the
provisions of Rule 461 under the Securities Act of 1933, as amended, Warner Music Group Corp., a Delaware corporation (the “Company”), hereby respectfully requests that the effective date of the above-referenced Registration
Statement be accelerated so as to permit it to become effective at 3:00 P.M., Eastern Time, on June 1, 2020, or as soon as practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event
with our counsel, Debevoise & Plimpton LLP, by calling Matthew E. Kaplan at 212-909-7334 or Eric T. Juergens at 212-909-6301.

 [ Remainder of the page intentionally left blank ]

Very truly yours,

Warner Music Group Corp.

By:

/s/ Paul M. Robinson

Name:    Paul M. Robinson

 Title:      Executive Vice President and General

               Council and Secretary

 [Signature Page to Acceleration Request]

CORRESP
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CORRESP

 Confidential Treatment Requested by Warner Music Group Corp.

Under 17 C.F.R. §§ 200.83

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN

OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED

PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING

PLACEHOLDER “[***]”

February 25, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

 Jacqueline Kaufman

 Staff Attorney

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

Re:
 Warner Music Group Corp.

Registration Statement on Form S-1

File No. 333-236298

Dear Ms. Kaufman:

 On behalf of Warner
Music Group Corp. (the “Company”), we supplementally submit this letter related to the Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the
“Registration Statement”).

 The purpose of this letter is to notify the Staff of the proposed price range expected to be
included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement. Based on currently available information and market conditions, the initial offering price to the
public of the Company’s Class A common stock (the “Shares” and, together with the Company’s Class B common stock, the “Common Stock”) is expected to be between $[***] and $[***] per Share, after
giving effect to a [***] for [***] stock split of our Common Stock (which will occur prior to the offering). We have attached herewith as Annex A for the Staff’s review certain sections of the Registration Statement revised to reflect the
inclusion of the price range and related information, and assuming an offering price of $[***] per share, the midpoint of the price range set forth above.

Jacqueline Kaufman

2

February 25, 2020

 The Company expects to file Amendment No. 1 to its Registration Statement on or about,
February 26, 2020, to file certain exhibits to the Registration Statement and to reflect the estimated price range and share amounts before printing preliminary prospectuses and beginning the road show. The Company and the underwriters are
currently preparing to begin the road show for the offering on or about February 26, 2020. To the extent feasible, we appreciate the Staff’s efforts to provide any further comments as soon as possible.

Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. §
200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. The Company has revised this submission
to eliminate and withdraw any requests relating to or pursuant to Rule 418 of the Securities Act of 1933, as amended.

 Please promptly
inform the Company of any request for the confidential material submitted herewith made pursuant to the Freedom of Information Act or otherwise so that the Company may substantiate the foregoing request for confidential treatment in accordance with
Rule 83. Any such notice may be directed to Paul Robinson at Warner Music Group Corp., 1633 Broadway, New York, New York 10019, or by telephone at (212) 275-2143, with a copy to Matthew E. Kaplan at
Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, 10022.

 Pursuant to Rule 83, a copy of this request (but not the
confidential information) is also being delivered to the Freedom of Information Act Officer of the Commission.

 * * * * *

Jacqueline Kaufman

3

February 25, 2020

 If you have any questions regarding the foregoing, please contact the undersigned at (212) 909-7334 or Eric T. Juergens at (212) 909-6301.

Regards,

/s/ Matthew E. Kaplan

Matthew E. Kaplan

cc:
 Jacqueline Kaufman

Mara Ransom

 Suying Li

Rufus Decker

 U.S. Securities and
Exchange Commission

 Paul Robinson

Trent Tappe

 Warner Music Group
Corp.

 Confidential Treatment Requested by Warner Music Group Corp.

Under 17 C.F.R. §§ 200.83

Jacqueline Kaufman

4

February 25, 2020

     Annex A

    [***]

Confidential Treatment Requested by Warner Music Group Corp.

Under 17 C.F.R. §§ 200.83

CORRESP
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CORRESP

 Confidential Treatment Requested by Warner Music Group Corp.

Under 17 C.F.R. §§ 200.83

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN

OMITTED AND FILED SEPARATELY WITH THE COMMISSION.

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE OMITTED

PORTIONS, WHICH HAVE BEEN REPLACED WITH THE FOLLOWING

PLACEHOLDER “[***]”

February 21, 2020

 VIA EDGAR AND OVERNIGHT DELIVERY

 Jacqueline Kaufman

 Staff Attorney

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

Re:
 Warner Music Group Corp.

Registration Statement on Form S-1

File No. 333-236298

Dear Ms. Kaufman:

 On behalf of Warner
Music Group Corp. (the “Company”), we supplementally submit this letter related to the Staff’s review of the above-referenced Registration Statement on Form S-1 (as amended, the
“Registration Statement”).

 The purpose of this letter is to notify the Staff of the proposed price range expected to be
included in the Company’s preliminary prospectus (the “Preliminary Prospectus”) forming part of the Registration Statement. Based on currently available information and market conditions, the initial offering price to the
public of the Company’s Class A common stock (the “Shares” and, together with the Company’s Class B common stock, the “Common Stock”) is expected to be between $[***] and $[***] per Share, after
giving effect to a [***] for [***] stock split of our Common Stock (which will occur prior to the offering). We have attached herewith as Annex A for the Staff’s review certain sections of the Registration Statement revised to reflect the
inclusion of the price range and related information, and assuming an offering price of $[***] per share, the midpoint of the price range set forth above.

Jacqueline Kaufman

2

February 21, 2020

 The Company expects to file Amendment No. 1 to its Registration Statement on or about,
February 26, 2020, to file certain exhibits to the Registration Statement and to reflect the estimated price range and share amounts before printing preliminary prospectuses and beginning the road show. The Company and the underwriters are
currently preparing to begin the road show for the offering on or about February 26, 2020. To the extent feasible, we appreciate the Staff’s efforts to provide any further comments as soon as possible.

Because of the financially sensitive nature of the estimated price range, the Company requests confidential treatment under 17 C.F.R. §
200.83 of the contents of this letter and has submitted a separate request for confidential treatment in accordance therewith to the Commission’s Office of Freedom and Information Privacy Act Operations. The Company respectfully requests that
the Staff return this letter and the attached Annex A to us pursuant to Rule 418 of the Securities Act of 1933, as amended, once the Staff has completed its review. We have provided a self-addressed stamped envelope for this purpose.

Please promptly inform the Company of any request for the confidential material submitted herewith made pursuant to the Freedom of Information
Act or otherwise so that the Company may substantiate the foregoing request for confidential treatment in accordance with Rule 83. Any such notice may be directed to Paul Robinson at Warner Music Group Corp., 1633 Broadway, New York, New York 10019,
or by telephone at (212) 275-2143, with a copy to Matthew E. Kaplan at Debevoise & Plimpton LLP, 919 Third Avenue, New York, New York, 10022.

Pursuant to Rule 83, a copy of this request (but not the confidential information) is also being delivered to the Freedom of Information Act
Officer of the Commission.

 * * * * *

Jacqueline Kaufman

3

February 21, 2020

 If you have any questions regarding the foregoing, please contact the undersigned at (212) 909-7334 or Eric T. Juergens at (212) 909-6301.

Regards,

/s/ Matthew E. Kaplan

Matthew E. Kaplan

cc:
 Jacqueline Kaufman

Mara Ransom

 Suying Li

Rufus Decker

 U.S. Securities and
Exchange Commission

 Paul Robinson

Trent Tappe

 Warner Music Group
Corp.

 Confidential Treatment Requested by Warner Music Group Corp.

Under 17 C.F.R. §§ 200.83

Jacqueline Kaufman

4

February 21, 2020

     Annex A

    [***]

Confidential Treatment Requested by Warner Music Group Corp.

Under 17 C.F.R. §§ 200.83

CORRESP
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CORRESP

 February 6, 2020

Jacqueline Kaufman

 Staff Attorney

U.S. Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

Re:
 Warner Music Group Corp.

 Amendment No. 2 to Draft Registration Statement on Form S-1

 Submitted November 27, 2019

 CIK No. 0001319161

Dear Ms. Kaufman:

 This letter sets forth
the response of Warner Music Group Corp. (the “Registrant”) to the comment contained in your letter, dated December 9, 2019, relating to Amendment No. 2 to the Draft Registration Statement on Form S-1, confidentially
submitted by the Registrant on November 27, 2019 (“Amendment No. 2”). The comment of the staff of the U.S. Securities and Exchange Commission (the “Staff”) is set forth in bold italicized text below, and
the Registrant’s response is set forth in plain text immediately following the comment.

 The Registrant is filing, via EDGAR,
Amendment No. 3 to the Registration Statement (“Amendment No. 3”). Enclosed with the paper copy of this letter are two copies of a clean version of Amendment No. 3, as well as two copies of a blacklined version of
Amendment No. 3, marked to show changes from Amendment No. 2.

 Capitalized terms used but not defined herein have the meanings
assigned to them in Amendment No. 3.

 Amendment No. 2 to Draft Registration Statement on Form S-1

Consolidated Financial Statements

 Report of
Independent Registered Public Accounting Firm, page F-2

1.
 Please make arrangements with your auditors to revise their report to refer to the correct location where
financial statement schedule II is listed.

 The Registrant’s auditors have revised their report to refer to the correct
location where financial statement schedule II is listed. Please see page F-2 of Amendment No. 3.

 If you have any questions regarding this letter, please do not hesitate to call me at
(212) 909-7334 or Eric T. Juergens at (212) 909-6301.

 Best Regards,

/s/ Matthew E. Kaplan

Matthew E. Kaplan

cc:
 Jacqueline Kaufman

Mara Ransom

 Suying Li

Rufus Decker

 U.S. Securities and
Exchange Commission

 Paul Robinson

Trent Tappe

 Warner Music Group
Corp.

 Enclosures

 2

December 9, 2019
Eric Levin
Chief Financial Officer
Warner Music Group Corp.
1633 Broadway
New York, NY 10019
Re:Warner Music Group Corp.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 27, 2019
CIK No. 0001319161
Dear Mr. Levin:
            We have reviewed your amended draft registration statement 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 respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form S-1
Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm, page F-2
1.Please make arrangements with your auditors to revise their report to refer to the correct
location where financial statement schedule II is listed.

 FirstName LastNameEric Levin
 Comapany NameWarner Music Group Corp.
 December 9, 2019 Page 2
 FirstName LastName
Eric Levin
Warner Music Group Corp.
December 9, 2019
Page 2
            You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

November 18, 2019
Eric Levin
Chief Financial Officer
Warner Music Group Corp.
1633 Broadway
New York, NY 10019
Re:Warner Music Group Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted November 8, 2019
CIK No. 0001319161
Dear Mr. Levin:
            We have reviewed your amended draft registration statement 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 respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Dividend Policy, page 47
1.We note your response to comment 2, and that the Secured Notes Indenture, the Senior
Notes Indenture, the Revolving Credit Agreement and the Senior Term Loan Credit
Agreement each contain certain provisions that restrict the payment of dividends, subject
to certain exceptions.  Please revise to describe in further detail the most significant
contractual provisions that restrict the payment of dividends.

 FirstName LastNameEric Levin
 Comapany NameWarner Music Group Corp.
 November 18, 2019 Page 2
 FirstName LastName
Eric Levin
Warner Music Group Corp.
November 18, 2019
Page 2
            You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

October 30, 2019
Eric Levin
Chief Financial Officer
Warner Music Group Corp.
1633 Broadway
New York, New York 10019
Re:Warner Music Group Corp.
Draft Registration Statement on Form S-1
Submitted October 1, 2019
CIK No. 0001319161
Dear Mr. Levin:
            We have reviewed your draft registration statement 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 respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement Submitted October 1, 2019
Dividend Policy, page 47
1.Please revise your disclosures to clarify whether you intend to continue paying a variable
dividend in the fourth quarter of each fiscal year as discussed on page F-87.  Also, please
revise your disclosure to disclose the dividends per share paid to date to put your
disclosure in context.  Refer to Item 201(c) of Regulation S-K.
2.Please demonstrate to us that you have a reasonable basis for concluding that you expect
to have earnings and cash flows sufficient to cover the projected dividend.
3.We note your disclosure regarding your dividend policy and contractual restrictions with
respect to the payment of dividends.  Please describe the most significant restrictions on

 FirstName LastNameEric Levin
 Comapany NameWarner Music Group Corp.
 October 30, 2019 Page 2
 FirstName LastName
Eric Levin
Warner Music Group Corp.
October 30, 2019
Page 2
the payment of dividends, indicating their sources, their pertinent provisions and the
amount of retained earnings or net income restricted or free of restrictions.   Please refer to
Rule 4-08(e) of Regulation S-X.
Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
53
4.Please revise your discussion to describe material commitments for capital expenditures
and indicate the general purpose of such commitments and the anticipated source of funds
needed to fulfill such commitments.  Refer to Item 303(a)(2) of Regulation S-K and the
Commission’s Guidance Regarding Management Discussion and Analysis of Financial
Condition and Results of Operations, Release No. 33-8350.
Critical Accounting Policies
Revenue and Cost Recognition, page 98
5.Please provide disclosure about your critical accounting estimates and assumptions under
ASC 606.  Additionally, please disclose the impact of such estimates and assumptions on
your financial condition and operating performance.  Refer to SEC Release No. 33-8350.
Certain Relationships and Related Party Transactions
Relationship with Access Following this Offering
Shareholder Agreement, page 151
6.We note that your Shareholder Agreement with Access will govern your relationship with
Access following the offering, including matters related to corporate governance, board
nomination rights and information rights.  Please revise your disclosure to discuss the
material terms of the Shareholders Agreement, and include any material risk factors as
applicable.
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
7.Please present basic and diluted earnings per share for each period presented pursuant to
ASC 260-10-45.  Also, provide the disclosures required by ASC 260-10-50.
Consolidated Statements of (Deficit) Equity, page F-7
8.Please disclose your dividends per share for each period presented here and in the selected
financial data section.  Refer to Rule 3-04 of Regulation S-X and Instruction 2 to Item 301
of Regulation S-K.

 FirstName LastNameEric Levin
 Comapany NameWarner Music Group Corp.
 October 30, 2019 Page 3
 FirstName LastName
Eric Levin
Warner Music Group Corp.
October 30, 2019
Page 3
            You may contact Suying Li at 202-551-3335 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jacqueline Kaufman at 202-551-3797 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

March 25, 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 Mr. Roberts :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s 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.  We urge all pe rsons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

CORRESP

 [WARNER MUSIC GROUP LETTERHEAD]

March 21, 2014

 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, 2013

Filed December 12, 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 14, 2014 (the “comment letter”) relating to the above-referenced Form 10-K (the “Form 10-K”).

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, 2013

Signatures

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.

 Response

We confirm that in future filings we will review and revise, if necessary, 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 10(e)(1)(i)(A) of Regulation S-K.

 Response

We confirm that we will add an additional line in the headlines of our earnings releases to present net income calculated in accordance with
GAAP, with equal or greater prominence, in future applicable filings.

 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 fiscal 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 fiscal 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 year end is based (e.g., May 31st, or “0531”). In your case, this appears to be September 30th,
or “0930.”

 Response

We confirm that we have updated the EDGAR system to reflect our fiscal year end as September 30th, or “0930,” as requested.

 In addition to the aforementioned responses to the
Staff’s comments, the Company acknowledges that:

•

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

•

Staff comments or changes to disclosure in response to comments do not foreclose the Commission from taking any action with respect to the filing; and

 -2-

•

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.

Please call me (212) 275-2045 if you wish to discuss our responses to the comment letter.

Sincerely,

 /s/ Trent N. Tappe

Trent N. Tappe

Senior Vice President and Chief Corporate

Governance and Securities Counsel

cc:
Brian Roberts, EVP and Chief Financial Officer

 Paul M. Robinson, EVP and General Counsel

Matthew Kaplan, Debevoise & Plimpton LLP

Molly Tucker McCue, Ernst & Young LLP

*        *        *

 -3-

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

May 30, 201 3

 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 Y ear 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. Roberts :

We have completed our review of your filing s.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initia ted by the Commission or any person under the
federal securities laws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include  the
information the S ecurities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Lyn Shenk

 Lyn Shenk
Branch Chief

CORRESP
1
filename1.htm

Correspondence

 [WARNER MUSIC GROUP LETTERHEAD]

May 3, 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

Response dated April 5, 2013

 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 April 19, 2013 (the “comment letter”) relating to the above-referenced Form 10-K (the
“Form 10-K”), Form 10-Q (the “Form 10-Q”) and Response Letter.

 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

 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 years and why you
believe this life is reasonable and appropriate relative to another period of time.

 Response

Management’s conclusion that the appropriate useful life of the music publishing copyrights is 28 years was based on both
quantitative and qualitative factors. The Company owns or administers over one million music publishing copyrights from over 65,000 songwriters and composers. These copyrights span multiple generations and music genres, including an extensive
collection of owned evergreen standards, holiday classics and theatrical pieces. The Company’s music publishing copyright catalog has a deep foundation including older classics that have stood the test of time and continue to generate
consistent revenues. Examples of music publishing copyrights owned or administered by the Company include: Happy Birthday to You, Winter Wonderland, Frosty the Snowman, The Lady is a Tramp, When a Man Loves a
Woman, I Got You Babe, Staying Alive, Star Wars Theme, Eye of the Tiger, Celebration, Livin’ La Vida Loca, etc. Due to the Company’s extensive and highly diversified music publishing catalog, no individual
songwriter or musical composition makes up more than 1% of total revenue in any given period. As noted in our previous response, in developing the decay rates to be applied to the music publishing copyright revenue streams, management prepared a
detailed analysis of the behavior of the copyrights over a three-year period (2008 – 2010). This analysis supported the qualitative factors cited above and helped to illustrate the consistency of the individual music publishing copyright
contribution (i.e., slow decay rates).

 As an example, when analyzing the top 25 songs by total revenue management noted that in the
three-year period analyzed, only two of the songs were brand new, i.e., copyrighted in that three-year period. Six of the top 25 songs were holiday-related and are therefore very consistent earners as evidenced by the fact that five of those songs
appear in the top 25 for each of the three years examined. Of the songs from the 1950’s and prior, two appear in the top 5 in each of the three years examined and seven appear in the top 25 for each of the three years examined. In addition, 76%
of the top 25 songs were from the 1980’s and prior.

 The decay rates developed by management for the music publishing
copyrights were based on the observed behavior as a result of this analysis. These decay rates were then applied to the underlying music publishing copyright revenue streams. The adjusted revenue streams were the basis for determining the
appropriate useful life of the music publishing copyright intangible asset by utilizing 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 and is calculated as follows:

•

 Start with the forecasted cash flows for each year associated with the asset;

•

 Project the annual amortization that would result from the assignment of a specific useful life to the asset;

•

 Compute the difference between the cash flow and the amortization in each year;

•

 Square the difference computed above for each year;

•

 Add all of the squared differences to arrive at a measure of how closely the assigned amortization pattern matches the forecasted cash flows; and

•

 Determine which useful life provides the smallest sum of squared differences (i.e. the best match of amortization with cash flows)

 As a result of the Least Squared Errors calculation, the useful life for the music publishing copyright intangible asset
was determined to be 28 years as that was the period that resulted in the best match of amortization to cash flows.

 Based on
management’s industry experience, the focus on music publishing copyrights by the new owners and all of the quantitative and qualitative factors noted above and in our previous response, management believes that the 28 year useful life assigned
to the music publishing copyrights at the date of acquisition is most appropriate relative to any other period of time. Management also noted through the review of filings by competitors with music publishing copyrights, that the lives assigned to
those intangible assets were materially consistent with its own analysis.

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, assumptions 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://www.sec.gov/rules/interp/33-8350.htm for further guidance.

 Response

In our discussion of critical accounting policies we currently include the following for Business Combinations and the related process for
determining fair value:

 Business Combinations

 We account for our business acquisitions under the Financial Accounting Standards Board (“FASB”) authoritative guidance for business combinations. The total cost of acquisitions is allocated
to the underlying identifiable net assets based on their respective estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Determining the fair value of assets
acquired and

 -2-

liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and
outflows, discount rates, asset lives and market multiples, among other items.

 To the extent a significant acquisition is made during a
fiscal year, we will expand the discussion similar to that provided for the goodwill impairment analysis to discuss specific assumptions and inputs to the model used to determine the fair value of acquired assets and assumption of liabilities,
including a sensitivity analysis.

 We also currently include a discussion of the Valuation of Long-Lived Assets in Note 3
– Summary of Significant Accounting Policies in the notes to our consolidated audited financial statements. In future filings of our Form 10-K we will also include this discussion in the Critical Accounting Policies, and we will update to
specifically discuss amortizable intangibles as follows:

 Valuation of Long-Lived Assets

The Company periodically reviews the carrying value of its long-lived assets, including property, plant and equipment and amortizable intangible
assets, whenever events or changes in circumstances indicate that the carrying value may not be recoverable or that the lives assigned may no longer be appropriate. To the extent the estimated future cash inflows attributable to the
asset, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized in an amount equal to the difference between the carrying value of such asset and its fair value. Assets to be disposed of and for which
there is a committed plan to dispose of the assets, whether through sale or abandonment, are reported at the lower of carrying value or fair value less costs to sell. If it is determined that events and circumstances warrant a revision to the
remaining period of amortization, an asset’s remaining useful life shall be changed, and the remaining carrying amount of the asset shall be amortized prospectively over that revised remaining useful life.

To the extent that during a fiscal year a review was warranted based on events or changes in circumstances, management will include a discussion of the
analysis, including the key assumptions and inputs to the model as well as a sensitivity discussion surrounding those assumptions and inputs. The discussion will be similar in content to the discussion of our annual goodwill and indefinite lived
intangibles impairment and sensitivity analysis as currently included in our Critical Accounting Policies.

 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 comment 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, your 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 requirement 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, that such is not material or that it cannot be
estimated. Please advise, and revise your disclosure as appropriate.

 Response

In response to the Staff’s comment, the Company will include under the heading for each lawsuit specified in any applicable filing,
an estimate of the reasonably possible loss or range of loss where such amount is estimable with respect to a potential outcome that is reasonably possible, or the following disclosure:

 “The potential outcomes of these claims that are reasonably possible cannot be determined at this time and an estimate of the reasonably possible loss or range of loss cannot presently be made.”

 -3-

 In addition to the aforementioned responses to the Staff’s comments, the Company acknowledges that:

•

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

•

 Staff comments or changes to disclosure in response to 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 federal securities laws of
the United States.

 Please call me (212) 275-2045 if you wish to discuss our responses to the comment letter.

Sincerely,

 /s/ Trent N. Tappe

Trent N. Tappe

Senior Vice President and Chief Corporate

Governance and Securities Counsel

cc:
Brian Roberts, EVP and Chief Financial Officer

Paul M. Robinson, EVP and General Counsel

William P. Mills, Cadwalader, Wickersham & Taft LLP

Peter Tryhane, Ernst & Young LLP

 *        *        *

 -4-

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

CORRESP
1
filename1.htm

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.

 -2-

 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,

 -3-

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,

 -4-

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

March  18, 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 Quarterly Period  Ended December 31 , 2012
Filed February 14, 2013
File No. 001 -32502

Dear Mr. Roberts :

We have reviewed your filing an d 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 confirming that you will revise
your document in future filings and  providing the reques ted 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 these comment s, we may
have  additional comments.

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

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

1. Throughout your discussion, p lease quantify each factor cited that contributed to the change s
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.

Brian Roberts
Warner Music Group Corp.
March 18, 2013
Page 2

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.

Notes to Consolidated Audite d 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, tha t 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 wh y 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 al so
address other categories of definite -lived intangibles whose post -merger useful lives
exceeded their pre -merger remaining useful lives.

Note 9: Income Taxes, page 120

4. In the table on page 121 that presents the differences between the U.S. Federal stat utory
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, the “loss witho ut 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.

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.  P lease represent

Brian Roberts
Warner Music Group Corp.
March 18, 2013
Page 3

 to us whether or not these controls were  effective  at September 30, 2012, and revise your
filing  accordingly .

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.  Ple ase 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 reas onably 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 r easonably possible
outcomes.

Management’s Discussion and Analysis

Financial Condition and Liquidity

Covenant Compliance, page 51

7. Please specifically state whether or not you are in compliance with all covenants in effect.  If
any covenants are close to  being noncompliant, identify which ones and the degree to which
the covenant is in compliance.

8. You present the measure “consolidated EBITDA” as calculated pursuant to your new
revolving credit facility.  You state that your notes and term loan credit agr eement also use
similar measures called “consolidated EBITDA” or “EBITDA.”  Please explain to us and
disclose why you chose to present the measure as calculated pursuant to the new revolving
credit facility instead of or in addition to the measures associa ted with your other debt
arrangements.  In so doing, tell us which measure of each arrangement is the most restrictive ,
or limiting,  to you.   Also, please advise if there are material financial measures associated
with your notes and term loan credit agree ment of which investors should be aware.

Brian Roberts
Warner Music Group Corp.
March 18, 2013
Page 4

 9. Please clarify the computation indicated in footnote (h) in regard to the “consolidated funded
indebtedness, less cash” ratio presented on page 52.  It is not clear which items are additive
or subtractive in arrivin g at the amount presented.

10. In footnote (i) to the “leverage ratio” in the table on page 52 you disclose the maximum ratio
permitted under the new revolving credit facility when the outstanding aggregate principal
amount of borrowings under the facility is  greater than $30 million.  Please disclose the
permitted ratio when  the outstanding aggregate principal amount of  borrowings under the
facility is less than $30 million.

We urge all persons who are responsible for the accuracy and adequacy of the disclos ure
in the filing to be certain that the filing includes the information 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 disclos ure, they are responsible for the accuracy
and adequacy of the disclosures 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 disclosure 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 pr oceeding initiated by
the Commission or any person under the federal securities laws of the United States.

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

CORRESP
1
filename1.htm

Acceleration Request

 March 14, 2012

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Registration Statement on Form S-4 of

 Warner Music Group Corp. and WMG Holdings Corp.

 File
No. 333-179162

 Ladies and Gentlemen:

 Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, Warner Music Group Corp. and WMG Holdings Corp. (the “Registrants”), each a Delaware corporation,
hereby respectfully request that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 10:00 AM (EDT) on March 16, 2012, or as soon thereafter as possible.

The Registrants hereby acknowledge that:

 (i) should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 (ii) the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii) the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 [remainder of the page intentionally left
blank]

Very truly yours,

WARNER MUSIC GROUP CORP.

By:

/s/ Trent Tappe

Name:

Trent Tappe

Title:

 Senior Vice President—Chief Corporate

 Governance and Securities Counsel

WMG HOLDINGS CORP.

By:

/s/ Trent Tappe

Name:

Trent Tappe

Title:

 Senior Vice President—Chief Corporate

 Governance and Securities Counsel

CORRESP
1
filename1.htm

Acceleration Request

 March 14, 2012

 Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549

 Registration Statement on Form S-4 of

 Warner Music Group Corp. and WMG Acquisition Corp.

 File
No. 333-179167

 Ladies and Gentlemen:

 Pursuant to the provisions of Rule 461 under the Securities Act of 1933, as amended, Warner Music Group Corp. and WMG Acquisition Corp. (the “Registrants”), each a Delaware corporation,
hereby respectfully request that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 10:00 AM (EDT) on March 16, 2012, or as soon thereafter as possible.

The Registrants hereby acknowledge that:

 (i) should the U.S. Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

 (ii) the action of the Commission or the staff, acting pursuant
to delegated authority, in declaring the filing effective, does not relieve the Registrants from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii) the Registrants may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 [remainder of the page intentionally left
blank]

Very truly yours,

WARNER MUSIC GROUP CORP.

By:

/s/ Trent Tappe

Name:    Trent Tappe

 Title:      Senior Vice President—Chief Corporate

               Governance and
Securities Counsel

 WMG ACQUISITION CORP.

By:

/s/ Trent Tappe

 Name:    Trent Tappe

 Title:      Senior Vice President—Chief
Corporate

               Governance and
Securities Counsel

CORRESP
1
filename1.htm

SEC Response Letter

919 Third Avenue
 New York, NY 10022

Tel 212 909 6000

 Fax 212 909 6836

WWW.debevoise.com

 March 6, 2012

 Justin Dobbie

 Legal Branch Chief

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

100 F Street, N.E.

 Washington, D.C. 20549-7010

 Re:  Warner Music Group Corp.

 Registration
Statement on Form S-4

 Filed
January 25, 2012

File
No. 333-179162

 Dear
Mr. Dobbie:

 This letter sets forth the responses of Warner Music Group Corp. (the “Registrant”) to the comments
contained in your letter, dated February 15, 2012, relating to the Registration Statement on Form S-4 File No. 333-179162, filed on January 25, 2012 (the “Registration Statement”). The comments of the staff of the U.S.
Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following each comment.

The Registrant is submitting, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment No. 1”), which
contains changes from the Registration Statement to reflect responses to the Staff’s comments on the Registration Statement. Enclosed with the paper copy of this letter are two copies of a clean version of Amendment No. 1, as well as two
copies of a blacklined version of Amendment No. 1, marked to show changes from the Registration Statement filed on January 25, 2012. Page references in the responses below are to Amendment No. 1.

General

1.
We note that you are registering the exchange offer in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988).
See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that
you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

 New York
Ÿ Washington, D.C. Ÿ London Ÿ Paris Ÿ Frankfurt Ÿ Moscow Ÿ Hong Kong Ÿ Shanghai

 Mr. Justin Dobbie

 U.S. Securities and Exchange Commission

March 6, 2012

 In response to the Staff’s comment, the Registrant has provided the supplemental letter with
Amendment No. 1.

 Summary, page 1

 Our Company, page 1

2.
Please revise the first paragraph of this section and specifically the last sentence to add balancing language regarding your net loss for the twelve months ended
September 30, 2011.

 In response to the Staff’s comment, the Registrant has revised its
disclosure on page 1.

 * * * * *

 If you have any questions regarding this letter, please do not hesitate to call me at (212) 909-7334 or Morgan Hayes at (212) 909-6983.

Regards,

/s/ Matthew E. Kaplan

Matthew E. Kaplan

cc:

Donald E. Field

 Securities and Exchange Commission

Stephen Cooper

Trent Tappe

 Warner Music Group Corp.

 Enclosures

 - 2 -

CORRESP
1
filename1.htm

SEC Response Letter

 March 6, 2012

Justin Dobbie

 Legal Branch Chief

U.S. Securities and Exchange Commission

Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549-7010

Re:
    Warner Music Group Corp.

    Registration Statement on Form S-4

    Filed January 25, 2012

    File No. 333-179162

 Dear Mr. Dobbie:

 This letter sets forth the responses of Warner Music Group
Corp. (the “Registrant”) to the comments contained in your letter, dated February 15, 2012, relating to the Registration Statement on Form S-4 File No. 333-179162, filed on January 25, 2012 (the “Registration
Statement”). The comments of the staff of the U.S. Securities and Exchange Commission (the “Staff”) are set forth in bold italicized text below, and the responses of the Registrant are set forth in plain text immediately following
each comment.

 The Registrant is submitting, via EDGAR, Amendment No. 1 to the Registration Statement (“Amendment
No. 1”), which contains changes from the Registration Statement to reflect responses to the Staff’s comments on the Registration Statement. Enclosed with the paper copy of this letter are two copies of a clean version of Amendment
No. 1, as well as two copies of a blacklined version of Amendment No. 1, marked to show changes from the Registration Statement filed on January 25, 2012. Page references in the responses below are to Amendment No. 1.

General

1.
We note that you are registering the exchange offer in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (April 13, 1988).
See also Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, with the next amendment, please provide us with a supplemental letter stating that
you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.

 Mr. Justin Dobbie

 U.S. Securities and Exchange Commission

March 6, 2012

In response to the Staff’s comment, the Registrant has provided the supplemental letter with Amendment No. 1.

Summary, page 1

 Our
Company, page 1

2.
Please revise the first paragraph of this section and specifically the last sentence to add balancing language regarding your net loss for the twelve months ended
September 30, 2011.

 In response to the Staff’s comment, the Registrant has revised its
disclosure on page 1.

 Exhibit 5.2

3.
Please refer to the last paragraph on page F-2. Please delete the qualification contained in the second sentence.

In response to the Staff’s comments, Richards, Layton & Finger has revised its legal opinion to delete the qualification
contained in the second sentence of the last paragraph on page F-2.

4.
Please refer to the second paragraph on page F-3. Please delete the assumptions contained in clauses (vii) and (viii). Please also delete the phrase
“and that the execution, delivery and performance by each of the Corporations of the Transaction Documents to which it is a party are necessary and convenient to the conduct, promotion or attainment of the business of such Corporation”
from clause (ix).

 In response to the Staff’s comments, Richards, Layton & Finger has
revised its legal opinion to delete the assumptions contained in clauses (vii) and (viii) as well as the phrase referred to above from clause (ix) from the second paragraph on page F-3.

5.
Please delete the assumptions contained in clause (C) on page F-5.

In response to the Staff’s comment, Richards, Layton & Finger has revised its legal opinion to delete the assumptions
contained in clause (C) on page F-5.

 The revised legal opinion is filed as Exhibit 5.2 to Amendment No. 1.

 Exhibit 5.4

6.
Please refer to the Assumptions section. Please delete the assumptions contained in the first paragraph on page 4.

 - 2 -

 Mr. Justin Dobbie

 U.S. Securities and Exchange Commission

March 6, 2012

 In response to the Staff’s comment, Rothgerber Johnson & Lyons has revised
its legal opinion to delete the assumptions contained in the first paragraph on page 4.

7.
Please refer to the Qualifications and Exceptions section. Please delete the qualifications contained in the second to last paragraph on page 4.

 In response to the Staff’s comment, Rothgerber Johnson & Lyons has revised its legal opinion to
delete the assumptions contained in the first paragraph on page 4.

8.
Please refer to the Reliance section. Please delete the last sentence of the last paragraph on page 5.

In response to the Staff’s comment, Rothgerber Johnson & Lyons has revised its legal opinion to delete the last sentence of
the last paragraph on page 5.

 The revised legal opinion is filed as Exhibit 5.4 to Amendment No. 1.

Exhibit 5.5

9.
Please delete the assumptions contained in clauses (e), (g), (h), (i), (k) and (l) on pages 3 and 4.

In response to the Staff’s comment, Baker, Donelson, Bearman, Caldwell & Berkowitz has revised its legal opinion to delete
the assumptions contained in clauses (e), (g), (h), (i), (k) and (l) on pages 3 and 4. The revised legal opinion is filed as Exhibit 5.5 to Amendment No. 1.

 Exhibit 5.6

10.
Please refer to the assumptions beginning on page 2. Please delete the assumption contained in clause (2).

In response to the Staff’s comment, McCarter & English, LLP has revised its legal opinion to delete the assumption
contained in clause (2) on page 2.

11.
Please refer to the assumptions beginning on page 2. Please delete the last sentence of the assumption contained in clause (3).

In response to the Staff’s comment, McCarter & English, LLP has revised its legal opinion to delete the last sentence of
the assumption contained in clause (3) on page 2.

 The revised legal opinion is filed as Exhibit 5.6 to Amendment
No. 1.

 - 3 -

 Mr. Justin Dobbie

 U.S. Securities and Exchange Commission

March 6, 2012

 Exhibit 5.8

12.
Please refer to the first paragraph on page 4. Please delete the qualification added to the second sentence beginning with the phrase “provided,
however.”

 In response to the Staff’s comment, Dorsey & Whitney has revised
its legal opinion to delete the qualification referred to above from the first paragraph on page 4. The revised legal opinion is filed as Exhibit 5.8 to Amendment No. 1.

 * * * * *

 If you have any questions regarding this letter, please do not
hesitate to call me at (212) 909-7334 or Morgan Hayes at (212) 909-6983.

Regards,

 /s/ Matthew E. Kaplan

 Matthew E. Kaplan

cc:
Donald E. Field

    Securities and Exchange Commission

Stephen Cooper

Trent Tappe

    Warner Music Group Corp.

Enclosures

 - 4 -

February 15, 2012
 Via E-mail

Stephen Cooper Chief Executive Officer Warner Music Group Corp. 75 Rockefeller Plaza New York, NY  10019
Re: Warner Music Group Corp.
  Registration Statement on Form S-4
Filed January 25, 2012
  File No. 333-179167

Dear Mr. Cooper:

We have limited our review of your registra tion statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information.  Where you do not beli eve our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.
 General

1. We note that you are registering the exchange  offer in reliance on our position enunciated
in Exxon Capital Holdings Corp., SEC No-A ction Letter (April 13, 1988).  See also
Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993).  Accordingly, with the next amendment,
please provide us with a suppl emental letter stating that you are registering the exchange
offer in reliance on our position contained in these letters and include the representations
contained in the Morgan Stanley and Shearman & Sterling no-action letters.

Stephen Cooper Warner Music Group Corp. February 15, 2012 Page 2

 Summary, page 1

 Our Company, page 1

2. Please revise the first paragraph of this sec tion and specifically the last sentence to add
balancing language regarding your net loss fo r the twelve months ended September 30,
2011.
 Exhibit 5.2

3. Please refer to the last paragr aph on page F-2.  Please delete  the qualificati on contained in
the second sentence.

4. Please refer to the second paragraph on pa ge F-3.  Please delete the assumptions
contained in clauses (vii) and (viii).  Please also delete th e phrase “and that the execution,
delivery and performance by each of the Corpor ations of the Transaction Documents to
which it is a party are necessa ry and convenient to the conduc t, promotion or attainment
of the business of such Corporation” from clause (ix).

5. Please delete the assumptions contained in clause (C) on page F-5.

Exhibit 5.4

6. Please refer to the Assumptions section.  Pleas e delete the assumptions contained in the
first paragraph on page 4.

7. Please refer to the Qualifications and Exceptions  section.  Please dele te the qualifications
contained in the second to last paragraph on page 4.

8. Please refer to the Reliance sec tion.  Please delete the last se ntence of the last paragraph
on page 5.
 Exhibit 5.5

9. Please delete the assumptions contained in clause s (e), (g), (h), (i), (k) and (l) on pages 3
and 4.
 Exhibit 5.6

10. Please refer to the assumptions beginning on page 2.  Please delete the assumption
contained in clause (2).

11. Please refer to the assumptions beginning on pa ge 2.  Please delete the last sentence of
the assumption contained in clause (3).

Stephen Cooper Warner Music Group Corp. February 15, 2012 Page 3

Exhibit 5.8

12. Please refer to the first paragraph on page 4.  Please delete the qualification added to the
second sentence beginning w ith the phrase “provided , however .”

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  Since the company and its management are in
possession of all facts relating to a company’s disc losure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:
 should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

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

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in th e above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Stephen Cooper Warner Music Group Corp. February 15, 2012 Page 4

 Please contact Donald E. Field at (202) 551-3680 or me at (202) 551-3469 with any
questions.
Sincerely,
   /s/ Justin Dobbie
Justin Dobbie Legal Branch Chief
  cc:  Via E-mail

Matthew E. Kaplan, Esq.

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

CORRESP
1
filename1.htm

SEC Response Letter

 VIA EDGAR

July 12, 2010

Re:

Warner Music Group Corp.

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

File No. 001-32502

 Michelle Lacko

Staff Attorney

 Securities and Exchange
Commission

 Division of Corporate Finance

100 F Street, N.E.

 Washington, DC 20549

 Dear Ms. Lacko:

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 June 29, 2010 (the “comment letter”) relating to the above-referenced Form 10-K (the “10-K”), including the portions of our
definitive Proxy Statement filed on Schedule 14A on January 11, 2010 incorporated by reference therein (the “Proxy Statement”).

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.

 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 supporting your belief that the performance 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 of your company-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 that, in future filings, you will
disclose these performance targets.

 Our Response:

In its Compensation Discussion and Analysis, a registrant is required to provide to investors material information that is necessary to an
understanding of the registrant’s compensation policies and decisions regarding the named executive officers. Instruction 1 to Item 402(b) of Regulation S-K and Section II.B.1. of Securities Act Release No. 8732A (Aug. 29, 2006).

 As described under the caption “Annual Cash Bonus” on page 27 of the Proxy Statement, the Company establishes
performance targets to establish a target amount for the Company-wide bonus pool. If the performance targets set by the Compensation Committee are met, the Company-wide bonus pool is initially set at the target amount in the Company’s annual
operating budget. If the Company’s performance exceeds the performance targets, the bonus pool is generally initially increased above the targeted amount based on the pre-established scale. If the performance targets are not met, the bonus pool
is generally initially decreased below the targeted amount based on the pre-established scale. However, in all cases, the Compensation Committee has the discretion to adjust the initial bonus pool amount determined by reference to the performance
targets either upwards or downwards taking into consideration management’s recommendations, the achievement of pre-established qualitative factors and other considerations the Compensation Committee deems appropriate, and, as we have previously
disclosed in our proxy statements, the Compensation Committee has used this discretion in the past to adjust final bonus pool amounts.

Given the large number of participants in, and size of, the Company-wide bonus pool, the overall funding amount of the bonus pool has had
no direct effect on the amount of funds available to pay the annual discretionary cash bonuses of our named executive officers. Since our initial public offering in 2005, the aggregate of the discretionary annual cash bonuses awarded to our named
executive officers has ranged from $2.8 million to $13.7 million, which has always been a small portion of the Company-wide bonus pool. Therefore, the overall funding amount of the Company-wide bonus pool has not been a limiting factor with respect
to the Compensation Committee’s annual bonus determinations for our named executive officers. In addition, the aggregate of the annual cash bonuses paid to our named executive officers as a percentage of the total Company-wide bonus pool during
such years has varied widely, which indicates that there has been no direct correlation between the size of the Company-wide bonus pool and the aggregate of the annual cash bonuses paid to our named executive officers. As described in our prior

response and in our Proxy Statement, the actual individual bonus amounts awarded to our named executive officers are fully discretionary, taking into account the target bonuses set forth in each
named executive officer’s employment agreement, our corporate performance and other discretionary factors. Therefore, we do not believe that the performance targets established by the Compensation Committee for the determination of the
Company-wide overall bonus pool are material to an understanding of either the amounts of the annual bonuses for our named executive officers or why the Compensation Committee determined to pay those amounts.

To the extent that in a future fiscal year the size of the Company-wide bonus pool does have a direct effect on the funds available to pay
annual cash bonuses for our named executive officers or the amounts of their bonuses, we will either (1) disclose the relevant performance targets for the Company-wide bonus pool or (2) if we believe that the disclosure would result in
competitive harm, explain how likely it would be for us to achieve the undisclosed performance targets for the Company-wide bonus pool.

We are providing the Staff on a confidential and supplemental basis in a separate letter dated today additional detail supporting our
conclusion that the performance targets established by the Compensation Committee for the determination of the Company-wide overall bonus pool were not required to be disclosed under the requirements of Item 402(b) of Regulation S-K.

 *    *    *    *    *    *

 In addition, the Company acknowledges that:

•

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

•

 Staff comments or changes to disclosure 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 any federal securities laws of
the United States.

 Please call me (212-275-2045) if you wish to discuss our responses to the comment
letter.

Sincerely,

/s/ Trent N. Tappe

 Trent N. Tappe

 Senior Vice
President and Chief Corporate

Governance and Securities Counsel

 cc:

Steven Macri, EVP and Chief Financial Officer

Paul M. Robinson, EVP and General Counsel

Jon Pedersen, SVP and Controller

Edward P. Tolley III, Simpson Thacher & Bartlett LLP

CORRESP
1
filename1.htm

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.

 2

 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

 3

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

 4

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
ill

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

        March 31, 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
  File No. 001-32502

Dear Mr. Macri:
  We have reviewed the above referenced filing and have the following comments.
Some of our comments request changes to disc losure in future filings.  If you disagree,
we will consider your explanation as to w hy a revision is unnecessary.  Please be as
detailed as necessary in your explanation.  Our comments may also request information
so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

Please file your response to our comment s via EDGAR, under the label “corresp,”
within ten business days from the date of this 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 dig ital sales and physical sales.

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

Warner Music Group Corp.
March 31, 2010
Page 2 of 2            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 th e revenue items (recorded music, music
publishing, geographical loca tion) 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 cl earer understanding of any
specific factors driving the changes in your  results of operations.  Include in your
discussion the effects changes in pr ice and volume have on your results.
 Critical Accounting Policies

Accounting for Goodwill and Other Intangible Assets, page 74

4. We note that you have incurred net losse s for the last three years and have
negative stockholders’ equity.  Please e xpand 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 ke y assumptions used and how the key
assumptions were determined;
• a discussion of the degree of uncer tainty associated with the key
assumptions including specifics to th e extent possible (e.g., the valuation
model assumes recovery from a busin ess downturn within a defined period
of time); and
• a description of potential events and/ or changes in circumstances that
could reasonably be expected to ne gatively affect the key assumptions.

Accounting for Royalty Advances, page 77

5. We note that management’s decision to cap italize an advance to an artist or
songwriter as an asset requires significan t judgment as to th e recoverability of
these advances.  In light of the judgment  in determining whether and how much to
capitalize, please expand your disclosure to discuss (i) the average age of the
outstanding advances expected to be rec ouped, (ii) the percentage of advances
that are typically recouped, (iii) the av erage time period that most advances are
collected, and (iv) the percen tage of advances that ar e expensed immediately.

Note 3:  Summary of Significan t Accounting Policies, page 92
Music Publishing

6. We note that music publishing royalties are recognized as revenue when cash is
received and that an agreement was reach ed with the U.S. recorded music and

Warner Music Group Corp.
March 31, 2010
Page 3 of 3
music publishing industries which will result in a $25 million payment of royalties that were accrued in  prior years.  Please expl ain this to us in greater
detail and tell us the period to which th is amount relates and the length of time
between accrual of amou nts and collection.
 Royalty Advances and Royalty Costs, page 92

7. Please expand your policy to disclose how cr edits to the royalty advances balance
are calculated each reporting period.  For example, explain what portion of revenue earned on a specific song is cr edited towards an artist’s outstanding
balance.  Also in this regard, please tell us and disclose how you account for revenue received for artists whose advances have been deemed unrecoupable and therefore expensed.

8. We note per a risk factor on page 29 that as new distribution channels continue to
develop, you have to implement systems to process royalties on these new revenue streams.  Please tell us how your system for processing royalties for
digital distribution differs from your existing system including any differences in the process for determining and paying royalty amounts due.
 Definitive Proxy Statement on Schedule 14A

Annual Cash Bonus, page 27
9. In future filings, please disclose all pe rformance targets, including budgeted levels
of net revenue and OIBDA, which must  be achieved in order for your named
executive officers to earn their annual cash bonuses.  To the extent you believe
that disclosure of the targets is not required because it would result in competitive harm such that the targets could be exclude d under Instruction 4 to Item 402(b) of
Regulation S-K, please provide us with  a detailed explanation for such
conclusion.  Please also note that to the extent that you have an appropriate basis
for omitting the specific targets, you must  discuss how difficult it would be for the
named executive officers or how likely it will be for you to achieve the undisclosed target levels or other factors.  Ge neral statements regarding the level
of difficulty, or ease, associated w ith achieving performance goals either
corporately or individually are not sufficient.  Please provide insight into the
factors considered by the committee prior to the awarding of performance-based
compensation such as historical analyses prior to the granting of these awards or correlations between historic al bonus practice and the incentive parameters set for
the relevant fiscal period.

********

Warner Music Group Corp.
March 31, 2010 Page 4 of 4             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
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 Theresa Messinese at  202-551-3307 for questions regarding the
financial statements and related matters, Michelle Lacko at 202-551-3240 for questions
regarding Comment 9, or the undersigned at 202-551-3380 with any other questions.

Sincerely,

Lyn Shenk Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          May 29, 2008  Edgar Bronfman, Jr. Chief Executive Officer and Chairm an of the Board of Directors
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, 2007
  Filed November 29, 2007
Definitive Proxy Statement on Schedule 14A
  Filed January 25, 2008   File No. 001-32502

Dear Mr. Bronfman:
We have completed our review of your Fo rm 10-K and related filings and have no
further comments at this time.               S i n c e r e l y ,

 Rolaine S. Bancroft
Special Counsel

CORRESP
1
filename1.htm

Correspondence Letter

 VIA EDGAR

May 27, 2008

Re:

Warner Music Group Corp.

Form 10-K for the fiscal year ended September 30, 2007

Filed November 29, 2007

Definitive Proxy Statement on Schedule 14A

Filed January 25, 2008

File No. 001-32502

 Rolaine S. Bancroft

 Special Counsel

 Securities and Exchange Commission

 Division of Corporate Finance

 100 F Street, N.E.

 Washington, DC 20549

 Dear Ms. Bancroft:

 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 April 29,
2008 (the “comment letter”) relating to the above-referenced Form 10-K and Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”). We received the comment letter on May 16, 2008. During a telephone conversation
with Julie Bell on Tuesday, May 20, 2008, you asked that we respond by June 2, 2008.

 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.

 Definitive Proxy Statement on Schedule 14A

 Director Compensation, page 23

1.
In future filings, please disclose all assumptions made in the valuation of awards in the stock awards column of the table by reference to a discussion of those assumptions in
your financial statements, footnotes to the financial statements or discussion in Management’s Discussion and Analysis. See Instruction to Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v) and (vi).

 Our Response:

 In accordance with the Instruction to Item 402(k) of Regulation S-K, in future filings the Company will disclose all assumptions made in the valuation of awards in the stock awards column of the Director
Compensation table by reference to a discussion of those assumptions in the Company’s financial statements, footnotes to the financial statements or discussion in Management’s Discussion and Analysis.

 Executive Compensation Objectives and Philosophy, page 30

2.
We note that your Compensation Committee considers ranges of compensation paid by a comparative group of companies of similar size and stature as well as your direct competitors
in making its compensation decisions. In any future filing, please identify the benchmark companies and specify how each element of compensation relates to the information you reviewed. Discuss where actual payments fall within targeted parameters.
To the extent actual compensation was outside a targeted percentile range, please explain why. Refer to Item 402(b)(2)(xiv) of Regulation S-K.

 Our Response:

 As noted on page 30 of the Proxy Statement, our Compensation Committee did not use
information with respect to our peer companies and other comparable public companies to establish targets for total compensation, or any element of compensation, or otherwise numerically benchmark its compensation decisions. Rather, the Compensation
Committee used the compensation information of our peer companies and other comparable public companies (and, more particularly, our direct competitors, which were identified on page 30 of the Proxy Statement) as one source for market or competitive
data, which data were then used as a guideline for the exercise of its discretion in determining the compensation for our named executive officers. This comparison to our peer companies and other comparable public companies is simply one data point
used by the Compensation Committee to judge, in the exercise of the Committee’s discretion in making decisions regarding the total compensation, or particular elements of compensation, whether those decisions resulted in compensation for our
named executive officers that is competitive in the marketplace for senior executive talent.

 Since our Compensation Committee does not
engage in any benchmarking of our named executive officers’ compensation, we do not believe it is appropriate to include disclosure regarding percentiles of our peer companies and other comparable public companies. In future filings, however,
to the extent it remains relevant and material, the Company will provide additional details regarding how

the Compensation Committee considered information from the competitive market for executives and compensation levels provided by our peer companies and other
comparable public companies in determining the elements of compensation for each of the named executive officers.

 We acknowledge that to
the extent the Compensation Committee does in the future engage in benchmarking of total compensation, or any element of compensation, in future filings we will (i) identify the benchmark companies and specify how each element of compensation
relates to the information used and (ii) disclose the actual compensation as a percentile of the benchmark that is used, and, where the actual percentile differs from the target, we will explain why.

 *    *    *    *    *    *

 In addition, the Company acknowledges that:

•

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

•

 staff comments or changes to disclosure 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 any federal securities laws of the United
States.

 Please call me (212-275-2045) if you wish to discuss our responses to the comment letter.

Sincerely,

 /s/ Trent N. Tappe

Trent N. Tappe

 Vice President and Senior Corporate

 Governance and
Securities Counsel

cc:

Michael D. Fleisher, EVP and Chief Financial Officer

Paul M. Robinson, EVP and General Counsel

Steven Macri, SVP and Global Controller

Edward P. Tolley III, Simpson Thacher & Bartlett LLP

Mail Stop 3561          April 29, 2008  Edgar Bronfman, Jr. Chief Executive Officer and Chairm an of the Board of Directors
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, 2007
  Filed November 29, 2007
  Definitive Proxy Statement on Schedule 14A
  Filed January 25, 2008   File No. 001-32502

Dear Mr. Bronfman:
We have conducted a targeted review of the above referenced filing for the legal
issues noted below.  We think you should revi se your future filings in response to these
comments.  If you disagree, we will consider your explanation as to why our comments are inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may
raise additional comments.   Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Please respond to confirm that such comments will be complied with, or, if
certain of the comments are deemed inappropr iate, advise the staff of your reason.  Your
response should be submitted in electronic form, under the label “corresp” with a copy to the staff.  Please respond with in ten (10) business days.

Edgar Bronfman, Jr.
Warner Music Group Corp.
April 29, 2008 Page 2

Definitive Proxy Statement on Schedule 14A
 Director Compensation, page 23

1. In future filings, please disclose all assu mptions made in the valuation of awards
in the stock awards column of the tabl e by reference to a discussion of those
assumptions in your financial statements, f ootnotes to the financial statements, or
discussion in Management’s Discussion and Analysis.  See Instruction to
Regulation S-K Item 402(k), which refers to Instruction 1 to Item 402(c)(2)(v)
and (vi).
 Executive Compensation Objectives and Philosophy, page 30

2. We note that your Compensation Committ ee considers ranges of compensation
paid by a comparative group of companies of similar size and stature as well as
your direct competitors in making its co mpensation decisions.  In any future
filing, please identify the benchmark comp anies and specify how each element of
compensation relates to the informati on you reviewed.  Discuss where actual
payments fall within targeted parameters.  To the extent actual compensation was outside a targeted per centile range, please explain why.  Refer to Item
402(b)(2)(xiv) of Regulation S-K.

* * * * *
  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 all in formation required under
the Securities Exchange Act of 1934 and th at 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 the
filing;
‚ staff comments or changes to disclosure  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 federal securities laws of the United States.

Edgar Bronfman, Jr.
Warner Music Group Corp.
April 29, 2008
Page 3

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 filing or in response to our comments on your filing.

If you have any questions regarding these comments, you may contact Julie Bell at
(202) 551-3574.  If you need further assistance, you ma y contact me at (202) 551-3313.
         R e g a r d s ,            R o l a i n e  S .  B a n c r o f t          S p e c i a l  C o u n s e l

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

December 3, 2007

Via Facsimile

Trent N. Tappe
Vice President and Senior Corporate Governance
    and Securities Counsel
Warner Music Group Corp.
75 Rockefeller Plaza
New York, NY 10019

 RE:  WMG Acquisition Corp.
Warner Music Group Corp.
   Form 10-K: For the Year Ended September 30, 2006
   File Numbers: 333-121322, 001-32502

Dear Mr. Tappe:

 We have completed our review of your Form  10-Ks and related filings, and at this time
do not have further comments.

       S i n c e r e l y ,

       M i c h a e l  F a y
       A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

Correspondence Letter

 VIA EDGAR

September 21, 2007

 Re:

Warner Music Group Corp.

Form 10-K: For the Year Ended September 30, 2006

File Number: 001-32502

 Michael Fay

 Branch
Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Dear Mr. Fay:

 On behalf of Warner Music Group Corp. (the “Company”), we are writing to respond to the comment set forth in the comment letter of the staff of
the Securities and Exchange Commission (the “Staff”) dated September 13, 2007 (the “comment letter”) relating to the above-referenced Form 10-K.

 For your convenience, the numbered paragraph of this letter corresponds to the numbered paragraph of the comment letter.

 Warner Music Group Corp.

 Form 10-K for the Year Ended September 30, 2006

 Notes to Consolidated and Combined Financial Statements, page 91

 Note 13. Debt, page 110

1.
 We note your response to our prior comment 19. You state that you believe repayment of additional PIK notes and accretion on the discount notes were properly
classified as financing activities because you did not intend to pay cash interest. However, it is not clear how your intent is relevant either under applicable accounting literature or in the circumstances, considering that you actually paid cash
interest in connection with the

 Warner Music Group Corp.

 September 21, 2007

 Page 2

June 2005 redemption. You also state that you believe principal, rather than interest, was being added to the initial amount of the borrowing. However, in
substance the additional PIK notes and accretion on the discount notes were simply obligations for unpaid interest, whether labeled so or not. This fact is made clear in your filing where you state “The Company was also required to pay all
accrued interest as of the redemption date... This amount consisted of $5 million related to the Holdings Floating Rate Notes, $9 million related to the Holdings PIK notes, and $4 million in accreted value of the 35% of Holdings Discount Notes
redeemed.” In addition, prior to payment, these amounts were classified as noncash interest expense in your statements of cash flows. Payment of this interest should be reflected as an operating cash outflow, similar to any other interest, as
required by paragraph 23.d of FAS 95. Your operating cash flows benefited in periods this interest was deferred and such benefit should be reversed in subsequent repayment periods.

 The tables in your response appear to address only the purported lack of qualitative impact on the trend in your operating cash flows, but not the
quantitative impact on operating cash flows for the applicable periods in 2005. Exclusion of the $13 million of interest payments on the PIK and discount notes resulted in operating cash flows being overstated by 6.8% and 8.2% for the 2005 fiscal
year and nine months ended June 30, 2005, respectively. In addition, based on your response it appears $5 million of additional interest paid in connection with the redemption of the floating rate notes was also inappropriately excluded from
operating cash flows. If our understanding is correct, operating cash flows were overstated by a total of 9.6% and 11.7% for interest payments on all three instruments for the 2005 fiscal year and nine months ended June 30, 2005, respectively.
In either case, we believe these overstatements are material. Accordingly, we believe you should amend your 2006 Form 10-K to restate your 2005 financial statements to correct this error.

 The Company recognizes the Staff’s preference for presenting cash paid in association with the discount accretion and the additional principal
accretion as operating cash activities. However, the Company respectfully notes that there is diversity in practice in classifying such cash payments as cash payments for interest and that the alternative practice of presenting the cash payments as
financing activities is consistent with the presentation on the balance sheet.

 The Company notes the Staff’s comment regarding the
quantitative impact on 2005 cash flows of the aggregate amount of the above items of $18 million, consisting of the $5 million error and the other changes in classification of $13 million. While the Company does not believe the amounts being
discussed here of $18 million are material on a dollar basis (relative to cash and equivalents of $367 million as of September 30, 2006), the Company respectfully notes your reference to the quantitative impact of these changes in the aggregate
as a percentage of operating cash flows.

 In our previous response, we considered Staff Accounting Bulletin No. 99 Materiality and its
guidance that quantifying in percentage terms, the magnitude of a misstatement is

 Warner Music Group Corp.

 September 21, 2007

 Page 3

only the beginning of an analysis of materiality and cannot appropriately be used as a substitute for a full analysis of all relevant considerations. Also,
in Statement of Financial Accounting Concepts No. 2, the FASB stated the essence of the concept of materiality is that the omission or misstatement of an item in a financial report is material if, in the light of surrounding circumstances, the
magnitude of the item is such that it is probable that the judgment of a reasonable person relying upon the report would have been changed or influenced by the inclusion or correction of the item.

 The Company believes that the previously provided qualitative and quantitative assessments of the classification of these items support that a change in
presentation would not have been significant to the users of the financial statements. This position is supported by the comparison of 2005 with both 2006 and 2004. The Company specifically notes that the nature of the Company’s business
provides a normal variation in operating cash flows and as such, each year-over-year comparison has great variation. For example, the change in operating cash flows for the nine months ended June 30, 2007 as compared to June 30, 2006 was
(12%), the change in operating cash flows for the nine months ended June 30, 2006 as compared to June 30, 2005 was 40%, and the change in operating cash flows for the nine months ended June 30, 2005 as compared to June 30, 2004
was 330%. Because the Company’s business cycle varies considerably based on its schedule of new album releases, comparisons of its operating cash flows typically vary significantly. Therefore, the Company believes that making such a change in
presentation would not provide significant value to its investors, as it would not substantially change the comparisons for operating cash flows, which the Company believes is the major factor considered by investors in their decision-making
process. In addition, the proposed change relates to its 2005 fiscal year, which will only be presented in the statement of cash flows in the Company’s 2007 annual report and after such filing, will no longer be presented.

 The Company further notes each of the items being discussed have been clearly identified to investors in the Company’s previous disclosures within
the notes to its consolidated financial statements and within Management’s Discussion and Analysis with the specific amounts attributable to each item disclosed.

 The Company recognizes the Staff’s preference for presenting cash paid in association with the discount accretion and the additional principal accretion as operating cash activities, however, the Company
respectfully requests that it not be required to file an amendment to the Company’s 2006 Form 10-K to restate the 2005 financial statement to reflect these changes. Given the lack of impact of the changes on investors, the Company believes
these items would be more appropriately corrected and adjusted in the Company’s next Form 10-K for the fiscal year ended September 30, 2007 to be filed on or about November 29, 2007. The Company agrees to identify and both correct the
error noted and make the change in presentation with respect to cash paid in association with the discount accretion and the additional principal accretion to the Staff’s preferred presentation in its 2007 Form 10-K. The Company has provided as
an attachment to this response the revised sections of its Form 10-K to correct and adjust its financial statements for the above items.

 Warner Music Group Corp.

 September 21, 2007

 Page 4

 Please call me (212-275-2045) if you wish to discuss our responses to the comment letter.

Sincerely,

 /s/ Trent N. Tappe

Trent N. Tappe

 Vice President and Senior Corporate Governance

 and
Securities Counsel

cc:

Michael D. Fleisher, EVP and Chief Financial Officer

Paul M. Robinson, EVP and General Counsel

Steven Macri, SVP and Global Controller

Edward P. Tolley III, Simpson Thacher & Bartlett LLP

 ATTACHMENT

 Warner Music Group Corp.

 Consolidated and Combined Statements of Cash Flows

 Year Ended

 September 30,
2007

 Year Ended

 September 30,

 2006

 Year Ended

 September 30,

 2005
(b)

(in millions)

 Cash flows from operating activities

 Net income (loss)

$
60

$
(169
)

 Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 Depreciation and amortization

236

239

 Deferred taxes

(11
)

(7
)

 Loss on debt repayment

—

35

 Non-cash interest expense

52

68

 Interest paid upon debt redemption

—

(18
)

 Net investment-related gains

—

(1
)

 Equity in the (gains) losses of equity-method investees, including distributions

(1
)

1

 Non-cash, stock-based compensation expense

16

25

 Unrealized (gain) loss on warrants

—

(17
)

 Minority interest expense

—

5

 Changes in operating assets and liabilities:

 Accounts receivable

53

(69
)

 Inventories

—

(3
)

 Royalty advances

(40
)

(2
)

 Accounts payable and accrued liabilities

(60
)

46

 Other balance sheet changes

2

54

 Net cash provided by operating activities (a)

307

187

 Cash flows from investing activities

 Other investments and acquisitions

(104
)

(78
)

 Investments in short-term investments

(19
)

—

 Investment proceeds

—

54

 Capital expenditures

(30
)

(30
)

 Net cash (used in) provided by investing activities

(153
)

(54
)

 Cash flows from financing activities

 Borrowings, net of financing costs

—

926

 Debt repayments

(17
)

(570
)

 Proceeds from the issuance of common stock

—

554

 Costs to issue common stock

—

(32
)

 Repurchase of subsidiary preferred stock

—

(200
)

 Dividends paid on subsidiary preferred stock

—

(9
)

 Proceeds from the issuance of restricted shares

—

1

 Cash paid to repurchase warrant

—

(138
)

 Returns of capital and dividends paid

(74
)

(917
)

 Loans to third parties

7

(10
)

 Other

3

(3
)

 Net cash (used in) provided by financing activities

(81
)

(398
)

 Effect of foreign currency exchange rate changes on cash

6

(2
)

 Net increase (decrease) in cash and equivalents

79

(267
)

 Cash and equivalents at beginning of period

288

555

 Cash and equivalents at end of period

$
367

$
288

(a)
Net cash used in operating activities for the twelve months ended September 30, 2007, 2006 and 2005 includes approximately $ million, $10 million and $80 million of
acquisition-related restructuring payments, respectively.

(b)
This presentation reflects the reclassification of $18 million of cash payments with respect to the redemption of the Holdings Notes in 2005 from net cash used in financing
activities to net cash provided by operating activities. See Note 13 for a description of the payments. The reclassified amount represents the portion of the redemption payments that represent or are classified as interest paid, including $5 million
in accrued interest related to the Holdings Floating Rate Notes, $9 million related to additional principal accretion on the Holdings PIK Notes and $4 million in accreted value of the Holdings Discount Notes redeemed.

 See accompanying notes.

 * * * * *

 [FOOTNOTES TO THE
FINANCIAL STATEMENTS]

 2. Basis of Presentation

 Reclassifications

 Certain reclassifications have been made to the prior period’s financial information in order to
conform to the current period’s presentation. In addition, the Company has reclassified the presentation of certain cash payments in 2005 related to the redemption of the Holdings Notes from net cash used in financing activities to net cash
provided by operating activities.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        September 13, 2007

Via Mail and Fax

Edgar Bronfman, Jr.
Chairman and Chief Executive Officer
Warner Music Group Corp.
75 Rockefeller Plaza
New York, NY 10019

 RE:  Warner Music Group Corp.
   Form 10-K for the Year Ended September 30, 2006
   File Number: 001-32502

Dear Mr. Bronfman:

 We have reviewed your corresponden ce dated August 28, 2007, and have the
following comment.  We believe you should amend your filing as indicated in this
comment.  If you disagree, we will consider you r explanation as to why an amendment is
unnecessary.  Please be as deta iled as necessary in your explanation.  Please file your
response to our comment via EDGAR, under the label “corresp,” within 10 business days
from the date of this letter.

Warner Music Group Corp.

Form 10-K for the Year Ended September 30, 2006

Notes to Consolidated and Combined Financial Statements, page 91
Note 13.  Debt, page 110

1. We note your response to our prior co mment 19.  You state that you believe
repayment of additional PIK notes and accre tion on the discount notes were properly
classified as financing activities becaus e you did not intend to pay cash interest.
However, it is not clear how your intent is relevant either under applicable accounting
literature or in the circumstances, consideri ng that you actually paid  cash interest in
connection with the June 2005 redemption.  Y ou also state that you believe principal,
rather than interest, was being added to the initial amount of the borrowing.
However, in substance the additional PI K notes and accretion on the discount notes
were simply obligations for unpaid interest, whether labeled so or not.  This fact is
made clear in your filing where you state “The Company was also required to pay all

Warner Music Group Corp.
September 13, 2007
Page 2
accrued interest as of the redemption date  ….  This amount consisted of $5 million
related to the Holdings Floating Rate Note s, $9 million related to the Holdings PIK
notes, and $4 million in accreted value of  the 35% of Holdings Discount Notes
redeemed.”  In addition, prior to payment, these amounts were classified as noncash interest expense in your statements of cash fl ows.  Payment of this  interest should be
reflected as an operating cash outflow, simila r to any other interest, as required by
paragraph 23.d of FAS 95.  Your operating cash flows benefited in periods this
interest was deferred and such benefit shoul d be reversed in subsequent repayment
periods.

The tables in your response appear to address only the purported lack of qualitative
impact on the trend in your operating cash flows, but not the quantitative impact on operating cash flows for the applicable periods in 2005.  Exclusion of the $13 million of interest payments on the PIK and discount notes resulted in operating cash flows being overstated by 6.8% and 8.2% for the 2005 fiscal year and nine months ended
June 30, 2005, respectively.  In addition, based on your response it appears $5 million of additional interest paid in connection w ith the redemption of th e floating rate notes
was also inappropriately excluded from opera ting cash flows.  If our understanding is
correct, operating cash flows were overs tated by a total of 9.6% and 11.7% for
interest payments on all three instruments for the 2005 fiscal year and nine months
ended June 30, 2005, respectively.  In either ca se, we believe these overstatements are
material.  Accordingly, we believe you s hould amend your 2006 Form 10-K to restate
your 2005 financial statements to correct this error.

 You may contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3380
with any questions.  You may also contact me at 202-551-3812.

 Sincerely,

 Michael Fay
 Branch Chief

cc: Michael D. Fleisher, Executive Vice President and Chief Financial Officer

CORRESP
1
filename1.htm

Correspondence Letter

 VIA EDGAR

August 28, 2007

Re:

WMG Acquisition Corp.

Warner Music Group Corp.

Form 10-K: For the Year Ended September 30, 2006

Form 10-Q: For the Period Ended March 31, 2007

Form 8-K: Furnished May 8, 2007

File Numbers: 333-121322, 001-32502

 Michael Fay

 Branch
Chief

 Securities and Exchange Commission

 100 F Street, N.E.

 Washington, DC 20549

 Dear Mr. Fay:

 On behalf of Warner Music Group Corp. (“Corp”) and WMG Acquisition Corp. (“AcquisitionCo” and, together with 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 August 15, 2007 (the “comment letter”) relating to
the above-referenced Forms 10-K, 10-Q and 8-K. As noted below, we will revise future filings in response to the Staff’s comments.

 For
your convenience, the numbered paragraphs of this letter correspond to the numbered paragraphs of the comment letter.

 Securities and Exchange Commission

 August 28, 2007

 WMG Acquisition Corp.

 Form 10-K: For the Year Ended September 30, 2006

 Item 1. Business, page 1

 Our Business Strengths, page 1

 Flexible Cost Structure With Low
Capital Expenditure Requirements, page 2

1.
Please explain to us and disclose what you mean when you state that you “have contractual flexibility with regard to the timing and amounts of advances paid” and how
your accounting for the related advances is affected.

 The statement cited refers to the fact that in the vast majority of
contracts between the Company and its artists (whether recording artists or songwriters), such contracts cover multiple deliverables (whether albums or songs), many of which are only deliverable at the Company’s option. With respect to optional
albums or songs, the advance attributable to those albums or songs is only payable if the Company exercises its option to require delivery of those albums or songs and if those albums or songs are actually delivered. Advances with respect to albums
deliverable under recording agreements are generally payable in installments tied to certain steps in the recording process such as commencement of recording, delivery of “basic tracks” and delivery of a completed album. Since the Company
plays an important role in the recording process, it controls in part when those installments will be paid. Many of the Company’s recording agreements contain a so-called “pay or play” provision, which permit the Company to stop
delivery of an album that was otherwise required to be delivered in exchange for a payment to the artist that is significantly less than the full album advance. It is typical in the Company’s recording agreements and music publishing agreements
that advances for future albums or songs are calculated by a formula which takes into account the success of prior albums or songs, subject to a pre-negotiated minimum or maximum advance. These are some of the many reasons that the Company has
contractual flexibility with regard to the timing and amount of advances paid. This flexibility, however, does not affect the Company’s accounting for any advances that are paid. Once an advance is paid, it is accounted for as described in the
response to Comment #14 below.

 Item 7. Management’s Discussion and Analysis ..., page 37

 Results of Operations, page 45

 Twelve Months Ended
September 30, 2006 Compared to Twelve Months Ended September 30, 2005, page 45

2.
A significant portion of your results of operations disclosure is dedicated to stating, in narrative text form, dollar and percentage changes in accounts, some of which is
already included in tables. In addition, while you discuss certain factors to which changes are attributable, you do not quantify a large number of these factors nor analyze the underlying business reasons for the changes. For example, you state
that costs of revenues decreased in 2006 due, in part, to fewer unrecoverable advances, but you do not quantify this factor nor analyze the underlying reason for the change. We believe your disclosures could be improved and made much more
user-friendly and clearer by:

a)
increasing the use of tables to present dollar and percentage changes in accounts, rather than including such information in narrative text form;

 -2-

 Securities and Exchange Commission

 August 28, 2007

b)
using tables to list, quantify, and sum all of the material individual factors to which changes in accounts are attributable;

c)
refocusing the narrative text portion of the disclosure on analysis of the underlying business reasons for the individual factors in the tables above;

d)
ensuring that all material factors are quantified and analyzed; and

e)
quantifying the effects of changes in both price and volume on revenues and expense categories, where appropriate (for example, quantifying the change in digital sales that was
related to volume changes as opposed to price increases).

 The Company notes that within the specific cost categories of
Cost of Revenues and SG&A, there are only a small number of contributing factors. Typically, the Company focuses on quantifying only the material contributing factors, while providing narrative text for both material factors and immaterial
factors that when combined are material. Where appropriate and when it feels the tables are necessary to summarize a number of material contributing factors, the Company will use tables to list, quantify and sum the material factors that contribute
to Cost of Revenues, SG&A and other categories of expenses discussed in its results of operations disclosure in future filings. In addition, the Company will, while endeavoring to increase the use of tables to quantify the contributing factors
in its future filings where appropriate, also refocus the narrative text portion of the disclosure on the underlying business reason for each of the individual material factors. The Company will continue to ensure that all material factors are
quantified and analyzed in future filings.

 The Company notes that the effects of changes in price are not material to the Company’s
changes in revenue categories and as such, the narrative text discussion is focused on the volume changes that occur period over period. Should the effects of changes in price become material to the Company’s revenue and expense categories, the
Company will ensure that appropriate disclosure is provided to quantify such effects.

3.
 Please revise to include a table or tables detailing revenues both by geography (U.S., international, total) and by segment (recorded music, music publishing)
and sub-category (such as digital sales, physical sales, licensing for recorded music, and mechanical, synchronization, performance, and other for music publishing) for each period discussed. Please include columns for dollar and percentage changes
and common size percentages to the extent you believe

 -3-

 Securities and Exchange Commission

 August 28, 2007

useful. We believe such a table or tables will significantly improve the ease of use of this information to your investors and allow you to focus the
narrative text on discussion and analysis of these figures as seen through the eyes of management, which we believe should be the focus of these disclosures.

 The Company will include tables detailing revenue by geography and subcategory for each period discussed in its Form 10-K to be filed for the fiscal year
ended September 30, 2007 and for future years. The Company currently includes a table detailing revenue and OIBDA by segment. The Company will expand this table to include columns for dollar and percentage changes and common size percentages
where it determines such information to be useful to investors.

4.
We note your discussion and analysis of costs of revenues is limited to a single paragraph on a consolidated basis, while your segment discussion of expenses is limited to the
context of OIBDA, which does not address your expenses directly. We believe your segment OIBDA disclosures should be supplemented with or, preferably, replaced by a discussion and analysis of costs on a stand-alone basis (not in the context of
OIBDA) for each segment (including corporate). Further, we believe such disclosure should be more comprehensive than that currently presented and should include separate quantification and discussion of changes in significant components of costs of
revenues and SG&A, such as A&R, licensing, distribution, manufacturing, marketing costs, and other components, as appropriate. In addition, where discussing changes in these significant components, please provide total amounts in addition to
the changes to provide context to readers. For example, you state that selling and marketing costs increased by $33 million in 2006, but do not disclose total selling and marketing costs. As noted above, tables will help in this regard.

 The Company will disclose in future filings the amounts of SG&A and Cost of Revenues for each segment as well as the
subcategories comprising each category of costs. The Company will expand its discussion of segment OIBDA to include a paragraph for each of SG&A and Cost of Revenues and will quantify the changes to each subcategory that contribute to the total
category change along with a discussion of the underlying business reason for each change. The Company will consider tables to the extent it determines they are helpful to its investors.

 -4-

 Securities and Exchange Commission

 August 28, 2007

 Selling, general and administrative expenses, page 46

5.
You refer to the effect of bad debt expense in partial explanation of the increase in SG&A expenses, however such effect is not evident in Schedule II in regard to the
allowance for doubtful accounts. Please tell us the amount of bad debt expense recorded in fiscal 2006 and 2005 and how these amounts are reflected in Schedule II.

 The amount of bad debt expense recorded in fiscal 2006 and 2005 was $11 million and $1 million, respectively.

 The Company notes that upon further investigation of this matter, the amount of bad debt expense in fiscal 2006 in Schedule II was netted with deductions
to the allowance for doubtful accounts rather than separately set forth in the column “Additions Charged to Costs and Expenses.” The financial statement schedule should have read as follows, with the bad debt expense separately reflected
in the “Additions Charged to Costs and Expenses” column (in millions):

 As Reported

 Balance

 at

 Beginning

 of

 Period

 Additions

 Charged

 to

 Costs
and

 Expenses

Deductions

 Balance

 at

 End

 of

 Period

 Year ended September 30, 2006

 Allowance for Doubtful Accounts

$
50

(12
)

$
38

 Revised

 Balance
at
Beginning
of

 Period

 Additions
Charged
to

 Costs
and
Expenses

Deductions

 Balance
at

 End

 of
Period

 Year ended September 30, 2006

 Allowance for Doubtful Accounts

$
50

11

(23
)

$
38

 Given the disclosures provided in the MD&A, the Company does not believe that this revision to
Schedule II is material to an investor’s reading of the Company’s annual report. The Company will make this revision in its Form 10-K to be filed for its fiscal year ending September 30, 2007.

 -5-

 Securities and Exchange Commission

 August 28, 2007

 The Company notes that the $1 million of bad debt expense in fiscal 2005 was separately reflected in
the “Additions Charged to Costs and Expenses” column in Schedule II.

 Other income, net, page 47

6.
Please tell us the estimated gross amounts of what you expected to receive and the payments to artists related to the KaZaA copyright infringement lawsuit settlement and the
basis for these estimates. Also, explain to us why you believe it was appropriate to recognize net income for this settlement in fiscal 2006 prior to receipt of the settlement, as well as the basis for recording estimates of net receipts for other
settlements recorded in other income, net in fiscal 2005. Further, tell us and disclose when you expect to receive the proceeds of the settlements recorded in each year and the factors that may affect amounts received and paid to be materially
different from the amounts you estimated and recorded.

 During the fourth quarter of the Company’s fiscal 2006, a
settlement agreement was entered into between the record company plaintiffs including the Company (“the plaintiffs”) and the defendants in an Australian proceeding (Universal Music Australia Pty Ltd & Ors v. Sharman License
Holdings Ltd & Ors) and a U.S. proceeding (Metro-Goldwyn-Mayer Studios Inc., et al. v. Grokster, Ltd., et al.), pursuant to which $100 million became due and owing to the plaintiffs. The $100 million in settlement proceeds was wired to the
Recording Industry Association of America, the U.S. recording industry trade association, to be held in escrow until the plaintiffs agreed on how the proceeds would be allocated among them. Commencing in the fourth quarter of the Company’s
fiscal 2006, the plaintiffs engaged in allocation discussions. As of September 30, 2006, as a result of the allocation discussions among the plaintiffs, the Company estimated its allocation of the settlement proceeds at $19 million. In June of
2007, the plaintiffs agreed on the allocation and the Company’s portion of the settlement proceeds, including interest then accrued, was determined to be approximately $19.4 million, which the Company expects to receive in the fourth quarter of
fiscal 2007. The Company will disclose receipt of the payment for the KaZaA settlement amount (or, if it has not yet received the payment, when it expects to receive the proceeds of settlement) in its future filings.

 As of September 30, 2006, the Company calculated the amount to be credited to the royalty accounts of its recording artists by reducing its estimated
settlement by the Company’s contribution to litigation expenses and then applying an estimated royalty rate to the net settlement amount. The Company recorded income equal to the settlement less the amount payable to recording artists.

 -6-

 Securities and Exchange Commission

 August 28, 2007

 Under FASB Statement No. 5, Accounting for Contingencies, the Company believes it is appropriate
to recognize a gain when a settlement is entered into and the settlement proceeds are paid and the Company knows with certainty the minimum amount of money that will be received.

 During the fourth quarter of the Company’s fiscal 2005, a settlement agreement was entered into between ABC and several recorded music and music
publishing companies including the Company, for the unauthorized use of music in various ABC programming, which included a cash settlement of $65 million. As of September 30, 2005, the four major music companies had determined an allocation
among them for the recorded music portion of the settlement and were in discussions to appropriately allocate the music publishing portion. Based upon discussions among the four major music companies, the Company estimated that its combined recorded
music and music publishing settlement proceeds would be $10 million. The Company then determined the portion owing to its recording artists and songwriters using estimated royalty rates. The Company recorded income equal to the settlement less the
amount payable to recording artists and songwriters.

 During the fourth quarter of the Company’s fiscal 2006, the Company received its
portion of the settlement proceeds ($11.1 million) and as a result recorded an additional $880,000 of income after applying the amount payable to recording artists and songwriters.

 The Company will disclose in future filings when it expects to receive the proceeds of material settlements recorded in each year and the factors that may
affect amounts received.

 Loss on termination of management agreement, page 47

7.
Please explain to us why you were required to pay a termination fee in the termination of the man

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CF/AD5
100 F STREET, NE
WASHINGTON, D.C. 20549-3561

       DIVISION OF
CORPORATION FINANCE

        August 15, 2007

Via Mail and Fax

Edgar Bronfman, Jr.
Chairman and Chief Executive Officer
Warner Music Group Corp.
75 Rockefeller Plaza
New York, NY 10019

 RE:  WMG Acquisition Corp.
Warner Music Group Corp.
   Form 10-K: For the Year Ended September 30, 2006
   Form 10-Q: For the Period Ended March 31, 2007
   Form 8-K: Furnished May 8, 2007
   File Numbers: 333-121322, 001-32502

Dear Mr. Bronfman:

 We have reviewed the above referenced filings and have the following comments.
Except as indicated in comment number 19, we believe you should revise future filings in
response to these comments.  If you disagree, we will consider your explanation as to
why a revision or amendment is unnecessary.  Pl ease be as detailed as necessary in your
explanation.  We also ask you to provid e us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.

 The purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings.  We look forward to working with you in thes e respects and welcome any questions.  Feel
free to call us at the telephone numbers  listed at the end of this letter.

 Please file your response to our comment s via EDGAR, under the label “corresp,”
within 10 business days from the date of this letter.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 2
WMG Acquisition Corp.

Form 10-K: For the Year Ended September 30, 2006

Item 1. Business, page 1
Our Business Strengths, page 1
Flexible Cost Structure With Low Capital Expenditure Requirements, page 2

1. Please explain to us and disclose what you mean when you state that you “have contractual flexibility with regard to the timing and amounts of advances paid” and
how your accounting for the related advances is affected.

Item 7. Management’s Discus sion and Analysis …, page 37
Results of Operations, page 45
Twelve Months Ended September 30, 2006 Compared to Twelve Months Ended
September 30, 2005, page 45

2. A significant portion of your resu lts of operations disclosure is dedicated to stating, in
narrative text form, dollar and percentage changes in accounts, some of which is
already included in tables.  In addition, wh ile you discuss certain factors to which
changes are attributable, you do not quantif y a large number of these factors nor
analyze the underlying business reasons for th e changes.  For example, you state that
costs of revenues decreased in 2006 due, in part, to fewer unrecoverable advances, but you do not quantify this factor nor anal yze the underlying reason for the change.
We believe your disclosures could be impr oved and made much more user-friendly
and clearer by:

a) increasing the use of tables to present dollar and percentage changes in accounts,
rather than including such inform ation in narrative text form;
b) using tables to list, quantify, and sum a ll of the material individual factors to
which changes in accounts are attributable;
c) refocusing the narrative te xt portion of the disclo sure on analysis of the
underlying business reasons for the individual factors in th e tables above;
d) ensuring that all material factor s are quantified and analyzed; and
e) quantifying the effects of changes in both price and volume on revenues and
expense categories, where appropriate (for example, quantifying the change in digital sales that was related to volume  changes as opposed to price increases).

3. Please revise to include a table or tables  detailing revenues both by geography (U.S.,
international, total) and by segment (r ecorded music, music publishing) and sub-
category (such as digital sale s, physical sales, licensing for recorded music, and
mechanical, synchronization, performance, and other for music publishing) for each period discussed.  Please in clude columns for dollar a nd percentage changes and
common size percentages to the extent you believe useful.  We  believe such a table or

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 3
tables will significantly improve the ease of use of this information to your investors
and allow you to focus the narrative text on discussion and analysis of these figures as
seen through the eyes of management, which we believe should be the focus of these
disclosures.

4. We note your discussion and an alysis of costs of revenue s is limited to a single
paragraph on a consolidated basis, while  your segment discussion of expenses is
limited to the context of OIBDA, which does not address your expenses directly.  We
believe your segment OIBDA disclosures should be supplemented with or, preferably, replaced by a discus sion and analysis of costs on a stand-alone basis (not
in the context of OIBDA) for each segment (including corporate).  Further, we believe such disclosure should be more co mprehensive than that currently presented
and should include separate quantification and discussion of changes in significant
components of costs of revenues and SG&A, such as A&R, licensing, distribution, manufacturing, marketing costs, and other components, as appropriate.  In addition,
where discussing changes in these signi ficant components, please provide total
amounts in addition to the changes to provide  context to readers.  For example, you
state that selling and marketing costs increased by $33 million in 2006, but do not
disclose total selling and marketing costs.  As noted above, tables will help in this
regard.

Selling, general and administrative expenses, page 46

5. You refer to the effect of bad debt expense in partial explanation of the increase in
S,G&A expenses, however such effect is not  evident in Schedule II in regard to the
allowance for doubtful accounts.  Please tell us the amount of bad debt expense recorded in fiscal 2006 and 2005 and how th ese amounts are reflected in Schedule II.

Other income, net, page 47

6. Please tell us the estimated gross amounts of what you expected to receive and the
payments to artists related to the KaZaA copyright infringement lawsuit settlement
and the basis for these estimates.  Also, explain to us why you believe it was appropriate to recognize net income for this settlement in fiscal 2006 prior to receipt
of the settlement, as well as the basis for r ecording estimates of net receipts for other
settlements recorded in other income, net in  fiscal 2005.  Further, tell us and disclose
when you expect to receive the proceeds of the settlements recorded in each year and
the factors that may affect amounts received a nd paid to be materially different from
the amounts you estimated and recorded.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 4
Loss on termination of management agreement, page 47

7. Please explain to us why you were requi red to pay a termination fee in the
termination of the management agreement wh en it was the other party that terminated
the agreement and how the amount of the termination fee was determined.

Reconciliation of Consolidated Historical OIBDA to Operating Income and Net Income
(Loss), page 48
Depreciation expense, page 48

8. It is not clear to us why lower capital e xpenditures necessarily translates into less
depreciation, particularly when no disclosure was noted of dispositions, impairments, and/or fully depreciated assets, and gross property, plant and equipment (exclusive of
construction in progress) ha s increased.  Please advise.

Income tax expense, page 49

9. Please explain to us and disclose the basis for a higher percentage of shared service
operating expenses being allocated to foreign income in fiscal 2006 that had the effect
of reducing foreign income taxes and the overall tax provision.  Please advise and disclose if this represents a trend in the way domestic and intern ational operations are
to be conducted, and if so, the basis for such change and anticipated impacts of such.

Business Segment Results, page 50
Recorded Music, page 50

10. Please explain to us how a comparatively larger number of releases sold in excess of 1 million units contributes to an increase in selling and marketing costs in fiscal 2006 and the associated amount of the increase in these costs.

Music Publishing, page 51

11. Please explain to us the basis for and a ssociated amount of the favorable royalty
adjustments in fiscal 2006 to accurately state your royalty payable balances as
indicated in the first fu ll paragraph of page 52.

Contractual Obligations, page 66

12. Since interest is material to  your operations and cash flow , please include in the table
the amount of interest associated with long term debt and the ba sis for the amount of
interest.  If it is not prac ticable to include an amount for interest, please disclose the
reason.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 5
Notes to Consolidated and Combined Financial Statements, page 84
Note 3. Summary of Significant Accounting Policies, page 86
Revenues, page 87
Recorded Music, page 87

13. In regard to digital distribution channels, explain to us and disclose your relationship with providers of your recorded music with respect to the timing of when you
recognize revenues and determining the amount thereof.  For example, describe how
your recorded music is made available to  the digital distributors and how you are
notified by the providers of the amount of revenue attributed to you and when it has
been earned by you.  Also, explain to us a nd disclose the compensation arrangements,
such as in regard to licen sing, rights or other arrangeme nts, you have with digital
distributors, whether you ar e the recipient or payor of  the compensation, and your
accounting for such arrangements.  Further,  explain to us and disclose the costs
associated with generating revenues associat ed with digital dist ribution channels and
how you determine when such cost s are recognized in earnings.

14. Please revise to disclose your accounting policy for recognition of recorded music
costs, both acquired and non-acquired.

Music Publishing, page 87

15. Please explain to us why it is proper to  recognize music publishing royalties when
received.  Tell us the uncertainties involve d in determining when this revenue has
been earned such that it can only be recorded  upon receipt.  Further, describe for us
the process by which you obtain informati on from third parties from which you
record these revenues, how such revenue is  attributed to you by these parties, and
how the information provided affects the timing of when you recognize and record
such revenue

Royalty Advances and Royalty Costs, page 88

16. Please disclose for each year presented the amount written-off for advances deemed unrecoverable.

Note 9. Goodwill and Intangible Assets, page 96

17. Please explain to us why it is proper to record the purchase accounting adjustments
against goodwill rather than in earnings.  Tell us whether any of the adjustments were made beyond one year of the associated purchase.

18. We note that you amortize your recorded musi c catalog over a period of ten years.
Based on the amounts presented in your table of expected amortization for each of the
next five years, it appears that you amortize this intangible on a straight-line basis.

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 6
Please tell us whether our understanding is  correct and, if so, why you believe the
straight-line method is appropria te.  In this regard, please te ll us the actual historical
and expected future pattern of economic be nefits generated by the catalog asset.

Note 12. Debt, page 100

19. We note your December 2004 issuance of seni or discount notes and PIK notes, which
were repaid, in whole or in part, in June  2005.  You state that interest accrued on the
discount notes in the form of an increase in  the accreted value of the notes and that
interest accrued on the PIK notes in the form  of additional PIK notes.  You state that
you were required to pay all a ccrued interest as of the re demption date relating to the
notes that were redeemed, and that this included $4 million in accreted value of the
discount notes and $9 million related to the PI K notes.  It appears that the repayment
of this $13 million in accrued interest was r ecognized as a financing cash outflow in
the debt repayments line in the financing activities section of your statement of cash
flows for the year ended September 30, 2005.  Paragraph 23(d) of SFAS 95 requires
cash payments to lenders and creditors for in terest to be classified as operating cash
flows.  Therefore, it appears that you  should amend your filing to restate your
financial statements for this repayment of  interest, which appears material to 2005
operating cash flows.

Note 15. Stock-Based Compensation Plans, page 106

20. Please explain to us the basis for a term  of 6 years for stock options when the
aggregate of the amounts disclosed as exerci sed and forfeited suggests a shorter term.

21. Please disclose the following information pu rsuant to the indicat ed paragraphs of
FAS 123R:
a) method used to incorporate the indicated factors associated with the term of stock options into the fair valu e of the options pursuant to paragraph A240(e)(2)(a);
b) stock options expected to vest and fully vested options (to the extent fully vested options differ from options that are ex ercisable) pursuant to paragraph A240d;
c) the weighted average period over which total compensation cost related to
nonvested awards  is expected to be r ecognized pursuant to paragraph A240h; and
d) tax benefit associated with  stock options exercised pursuant to paragraph A240i.

Item 9A. Controls and Procedures, page 133
Evaluation of Disclosure Cont rols and Procedures, page 134

22. It appears from your disclosu re that the conclusion reached in regard to your
disclosure controls and procedures is qualified in that they provided reasonable
assurance only with respect to “information re quired to be disclose d in reports filed or
submitted under the Exchange Act were recorded, processed, summarized and reported within time periods specified in SEC rules and forms” and not also in regard

WMG Acquisition Corp.
Warner Music Group Corp.
August 14, 2007 Page 7
to “information required to be disclosed is accumulated and communicated to management to allow timely decisions regarding the required disclosure.”  Please represent to us whether or not  your disclosure controls were qualified in this fashion,
and if qualified, the facts and circumstances a ssociated with this qualification.  Ensure
your future disclosure in each periodic repo rt filed addresses all aspects embodied in
the full definition of “disclosure controls and procedures” specified in Exchange Act
rules 13a-15(e) and 15d- 15(e), as appropriate.

Form 10-Q: For the Period Ended March 31, 2007

Management’s Discussion and Analysis …, page 24
Six Months Ended March 31, 2007 Compared  to Six Months Ended March 31, 2006,
page 35
Consolidated Historical Results, page 35
Cost of revenues, page 36

23. Please explain to us and disclose in furt her detail how the cha nge in product mix
influences the amount of royalty expense re corded and the circumstances associated
with the royalty advance write offs.

Warner Music Group Corp.

Form 10-K: For the Year Ended September 30, 2006

General

24. As applicable and appropriate, please a ddress in the filings of Warner Music Group
the comments indicated above  for WMG Acquisition Corp.

Consolidated and Combined Statements of Cash Flows, page 89

25. Within financing activities, please pres ent proceeds of bo rrowings and related
financing costs on a gross basis.  Refer to paragraph 11 of FAS 95.

Notes to Consolidated and Combined Audit

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 3-5
      April 28, 2005

Via U.S. Mail
David H. Johnson
Executive Vice President and
General Counsel
Warner Music Group
75 Rockefeller Plaza
New York, New York 10019

Re:  	Warner Music Group Corp.
      Form S-1; Amendment No. 3
      Filed April 22, 2005
      File No. 333-123249

Dear Mr. Johnson:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	The purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to
enhance
the overall disclosure in your filing.  We look forward to working
with you in these respects and welcome any questions you may have
about our comments or on any other aspect of our review.  Feel
free
to call us at the telephone numbers listed at the end of this
letter.

We note your disclosure relating to any decrease in the amount of
proceeds below $574 million.   If the offering is a firm
commitment
offering, supplementally explain how this disclosure is consistent
with a firm commitment.  Furthermore, revise your current
disclosure
to prioritize the purposes for which the net proceeds will be used
clearly indicating what will be decreased first.

********************

      We will consider a written request for acceleration of the
effective date of the registration statement as a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Direct any questions on the financial statements and related
disclosure Theresa Messinese at (202) 942-1785, or Michael Fay at
(202) 942-1907.  Direct any other questions to Hanna Teshome at
(202)
942-2975, or in her absence to me at (202) 942-1850.

							Sincerely,

							Max A. Webb
							Assistant Director

cc:  	via facsimile (212) 455-2502
      Edward P. Tolley, III Esq.
      Simpson Thacher & Bartlett LLP
??

??

??

??

Warner Music Group
March 28, 2005
Page 1

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

SIMPSON THACHER & BARTLETT LLP
 425 LEXINGTON AVENUE

NEW YORK, N.Y. 10017-3954

(212) 455-2000

FACSIMILE (212) 455-2502

May 11, 2005

Max
A. Webb, Assistant Director

Hanna T. Teshome, Attorney-Advisor

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re:Warner Music Group Corp.

Form S-1

File No. 333-123249

Dear
Mr. Webb and Ms. Teshome:

        This
letter confirms the discussions this morning between Ed Tolley of this firm and Max Webb and Hannah Teshome of the Staff. We hereby confirm that, in our opinion, recirculation of
the prospectus is not required under the Securities Act of 1933 and the final terms of the offering may be included in the final prospectus filed pursuant to Rule 430A. As we discussed, the
5.43 million shares which were expected to be sold by the selling stockholders were reallocated to the primary portion to be sold by the company, bringing the primary portion of the offering to
32.6 million shares and thus not changing the aggregate size of the offering or the resulting public float. The reallocation is permitted to be done under the Instruction to Rule 430A,
as further clarified by SEC Telephone Interpretation No. 95. The possible downside reallocation was also discussed with the Staff in connection with its April 28 comment letter and the
company's response thereto. After giving effect to that reallocation, using the offering price of $17 per share, the company still needed an additional $71 million to fully accomplish the Use
of Proceeds which it had previously disclosed. Accordingly, it reduced both its previously disclosed expected dividend and its previously disclosed expected purchase price payment to Time Warner for
the TW Warrants by an aggregate of $71 million, such that there would be no net negative effect to the company's cash balances. Indeed, the cash balances are actually higher after giving effect
to the final offering terms. Further, the portion of the special dividend that was reduced
(approximately $41 million) will be cancelled and not declared or paid, either in connection with the offering or in the future. There is no promissory note or other instrument obligating the
company to pay such special dividend. Thus, the full debt amount previously disclosed to be repaid ($574 million) will be repaid and the company's cash position will not have been reduced. We
have been authorized by underwriters' counsel, Cahill Gordon & Reindel LLP, that it concurs in this view.

        Please
contact Edward P. Tolley III at (212) 455-3189 with any further questions regarding the foregoing.

Very truly yours,

SIMPSON THACHER & BARTLETT LLP

cc:Dave
Johnson

Paul Robinson

Trent Tappe

CORRESP
1
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Warner Music Group Corp.
  75 Rockefeller Plaza
  New York, NY 10019

May 9,
2005

Re:

Warner Music Group Corp.

Registration Statement on Form S-1 (File No. 333-123249)

Securities
and Exchange Commission

100 F Street, NE

Washington, DC 20549

Ladies
and Gentlemen:

        Warner
Music Group Corp. (the "Registrant"), pursuant to Rule 461 under the Securities Act of 1933, as amended, hereby requests that the effective date of the above-referenced
Registration Statement on Form S-1 be accelerated so that the Registration Statement may become effective at 2:00 p.m. Eastern Standard Time, on May 10, 2005, or as
soon thereafter as practicable.

        The
Registrant hereby acknowledges that should the Securities and Exchange Commission (the "Commission") or the staff of the Division of Corporation Finance (the "Staff"), acting
pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing. The Registrant also acknowledges that the action
of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of
the disclosure in the filing. The Registrant further acknowledges that it may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

        We
request that we be notified of such effectiveness by telephone call to Edward P. Tolley III at (212) 455-3189 or Mary Kuan at (212) 455-2257 of
Simpson Thacher & Bartlett LLP.

Very truly yours,

WARNER MUSIC GROUP CORP.

By:

/s/  PAUL ROBINSON       Name: Paul Robinson

Title: EVP and Deputy General Counsel

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Warner Music Group Corp. 75 Rockefeller Plaza New York, NY 10019

CORRESP
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Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Morgan Stanley & Co. Incorporated

1585 Broadway

New York, New York 10036

May 9,
2005

Securities
and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

Re:Warner
Music Group Corp.

Filed on Form S-1

Registration No. 333-123249

Ladies
and Gentlemen:

In
connection with the above-captioned Registration Statement, we wish to advise that between April 22, 2005 and the date hereof 41,057 copies of the Preliminary Prospectus dated
April 22, 2005 were distributed as follows: 36,621 to 15 prospective underwriters; 4,013 to 4,013 institutional investors; 350 to 2 prospective dealers; 1 to 1 individual; 9 to 3 rating
agencies and 63 to 14 others.

We
have been informed by the participating underwriters that they will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.

We
hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 2 p.m., Eastern time on May 10, 2005
or as soon thereafter as practicable.

Very
truly yours,

GOLDMAN,
SACHS & CO.

MORGAN STANLEY & CO. INCORPORATED

As Representatives of the

Prospective Underwriters

By:
/s/  GOLDMAN, SACHS & CO.       (Goldman, Sachs & Co.)

Morgan Stanley & Co. Incorporated

By:

/s/  WILLIAM L. BLAIS       Name: William L. Blais

Title: Managing Director