株探米国株
英語
エドガーで原本を確認する
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Includes depreciation expense of $(29) and $(26) for the three months ended December 31, 2024 and December 31, 2023, respectively.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32502

Warner Music Group Corp.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
13-4271875
(I.R.S. Employer
Identification No.)
1633 Broadway
New York, NY 10019
(Address of principal executive offices)
(212) 275-2000
(Registrant’s telephone number, including area code)
___________________________________________________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Class A Common Stock, $0.001 par value per share WMG The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes  ☒    No  ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.)    Yes  ☐    No  ☒
As of May 5, 2025, there were 145,886,566 shares of Class A Common Stock and 375,380,313 shares of Class B Common Stock of the registrant outstanding.




WARNER MUSIC GROUP CORP.
QUARTERLY REPORT ON FORM 10-Q
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2025
TABLE OF CONTENTS
Page
Number




PART I. FINANCIAL INFORMATION
ITEM 1.    FINANCIAL STATEMENTS
Warner Music Group Corp.
Condensed Consolidated Balance Sheets
(In millions, except share amounts which are reflected in thousands)
(Unaudited)
March 31,
2025
September 30,
2024
Assets
Current assets:
Cash and equivalents $ 637  $ 694 
Accounts receivable, net of allowances of $23 million and $26 million
1,218  1,255 
Inventories 88  99 
Royalty advances expected to be recouped within one year 509  470 
Prepaid and other current assets 147  125 
Total current assets 2,599  2,643 
Royalty advances expected to be recouped after one year 945  874 
Property, plant and equipment, net of accumulated depreciation of $665 million and $615 million
503  481 
Operating lease right-of-use assets, net 217  225 
Goodwill 2,031  2,021 
Intangible assets subject to amortization, net 2,764  2,359 
Intangible assets not subject to amortization 151  152 
Deferred tax assets, net 41  52 
Other assets 317  348 
Total assets $ 9,568  $ 9,155 
Liabilities and Equity
Current liabilities:
Accounts payable $ 347  $ 289 
Accrued royalties 2,600  2,549 
Accrued liabilities 475  641 
Accrued interest 35  17 
Operating lease liabilities, current 47  45 
Deferred revenue 319  246 
Other current liabilities 93  110 
Total current liabilities 3,916  3,897 
Acquisition Corp. long-term debt
3,990  4,014 
Asset-based long-term debt
302  — 
Operating lease liabilities, noncurrent 216  228 
Deferred tax liabilities, net 214  195 
Other noncurrent liabilities 140  146 
Total liabilities $ 8,778  $ 8,480 
Equity:
Class A common stock, $0.001 par value; 1,000,000 shares authorized, 145,032 and 142,559 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively
$ —  $ — 
Class B common stock, $0.001 par value; 1,000,000 shares authorized, 375,380 issued and outstanding as of March 31, 2025 and September 30, 2024, respectively
Additional paid-in capital 2,088  2,077 
Accumulated deficit (1,230) (1,313)
Accumulated other comprehensive loss, net (292) (247)
Total Warner Music Group Corp. equity 567  518 
Noncontrolling interest 223  157 
Total equity 790  675 
Total liabilities and equity $ 9,568  $ 9,155 
See accompanying notes
1


Warner Music Group Corp.
Condensed Consolidated Statements of Operations
(In millions, except share amounts which are reflected in thousands, and per share data)
(Unaudited)
Three Months Ended
March 31,
Six Months Ended
March 31,
2025 2024 2025 2024
Revenue $ 1,484  $ 1,494  $ 3,150  $ 3,242 
Costs and expenses:
Cost of revenue (791) (791) (1,685) (1,671)
Selling, general and administrative expenses (a) (450) (446) (924) (922)
Restructuring and impairments
(13) (95) (40) (95)
Amortization expense (62) (57) (119) (112)
Total costs and expenses (1,316) (1,389) (2,768) (2,800)
Net gain on divestitures
—  14  —  31 
Operating income 168  119  382  473 
Interest expense, net (39) (42) (76) (81)
Other (expense) income (64) 37  89  (13)
Income before income taxes 65  114  395  379 
Income tax expense (29) (18) (118) (90)
Net income 36  96  277  289 
Less: Income attributable to noncontrolling interest —  —  (5) (34)
Net income attributable to Warner Music Group Corp. $ 36  $ 96  $ 272  $ 255 
Net income per share attributable to common stockholders:
Class A – Basic and Diluted $ 0.07  $ 0.18  $ 0.52  $ 0.49 
Class B – Basic and Diluted $ 0.07  $ 0.18  $ 0.52  $ 0.49 
Weighted average common shares:
Class A – Basic and Diluted 144,938 141,044 143,995 140,013
Class B – Basic and Diluted 375,380 376,800 375,380 377,145
(a) Includes depreciation expense: $ (28) $ (26) $ (57) $ (52)
                                        
See accompanying notes
2


Warner Music Group Corp.
Condensed Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
Three Months Ended
March 31,
Six Months Ended
March 31,
2025 2024 2025 2024
Net income $ 36  $ 96  $ 277  $ 289 
Other comprehensive income (loss), net of tax:
Foreign currency adjustment 84  (41) (45) 23 
Deferred (loss) gain on derivative financial instruments —  —  —  (1)
Minimum pension liability
—  —  —  (1)
Other comprehensive income (loss), net of tax 84  (41) (45) 21 
Total comprehensive income 120  55  232  310 
Less: Income attributable to noncontrolling interest —  —  (5) (34)
Comprehensive income attributable to Warner Music Group Corp.
$ 120  $ 55  $ 227  $ 276 
See accompanying notes
3


Warner Music Group Corp.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Six Months Ended
March 31,
2025 2024
Cash flows from operating activities
Net income $ 277  $ 289 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 176  164 
Unrealized (gains) losses and remeasurement of foreign-denominated loans and foreign currency forward exchange contracts (40) 18 
Deferred income taxes 24  16 
Net loss (gain) on investments
(27) (5)
Net loss (gain) on divestitures
—  (31)
Non-cash interest expense
Non-cash stock-based compensation expense 27  18 
Non-cash impairments
32  50 
Changes in operating assets and liabilities:
Accounts receivable, net 34  (68)
Inventories 30 
Royalty advances (127) (105)
Other noncurrent assets
(85)
Accounts payable and accrued liabilities (119) (51)
Royalty payables 83  171 
Accrued interest 13  — 
Operating lease liabilities (5) (3)
Deferred revenue 69  (139)
Other balance sheet changes (30) (9)
Net cash provided by operating activities 401  262 
Cash flows from investing activities
Acquisition of music publishing rights and music catalogs
(120) (82)
Capital expenditures (72) (55)
Investments and acquisitions of businesses, net of cash received (46) (17)
Proceeds from the sale of investments 36  12 
Proceeds from divestitures —  17 
Net cash used in investing activities (202) (125)
Cash flows from financing activities
Partial proceeds from Senior Term Loan Facility refinancing
—  42 
Partial repayment of Senior Term Loan Facility refinancing
—  (42)
Deferred financing costs paid —  (2)
Distribution to noncontrolling interest holders (8) (5)
Dividends paid (189) (178)
Payment of deferred consideration
(23) — 
Taxes paid related to net share settlement of restricted stock units and common stock
(19) (5)
Common stock repurchased and retired
(2) — 
Other financing activity
(7) — 
Net cash used in financing activities (248) (190)
Effect of exchange rate changes on cash and equivalents (8) (1)
Net decrease in cash and equivalents (57) (54)
Cash and equivalents at beginning of period 694  641 
Cash and equivalents at end of period $ 637  $ 587 
See accompanying notes
4


Warner Music Group Corp.
Condensed Consolidated Statements of Equity
(In millions, except share amounts which are reflected in thousands, and per share data)
(Unaudited)
Six Months Ended March 31, 2025
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Warner Music
Group Corp. Equity
Non-controlling
Interest
Total Equity
Shares Value Shares Value
Balance at September 30, 2024 142,559  $ —  375,380  $ $ 2,077  $ (1,313) $ (247) $ 518  $ 157  $ 675 
Net income —  —  —  —  —  272  —  272  277 
Other comprehensive loss, net of tax —  —  —  —  —  —  (45) (45) —  (45)
Dividends ($0.36 per share)
—  —  —  —  —  (189) —  (189) —  (189)
Stock-based compensation expense —  —  —  —  34  —  —  34  —  34 
Distribution to noncontrolling interest holders —  —  —  —  —  —  —  —  (8) (8)
Acquisition of noncontrolling interests —  —  —  —  —  —  —  —  74  74 
Vesting of restricted stock units, net of shares withheld for employee taxes 795  —  —  —  (19) —  —  (19) —  (19)
Shares issued under the Plan 1,738  —  —  —  —  —  —  —  —  — 
Common shares repurchased and retired (60) —  —  —  (2) —  —  (2) —  (2)
Other —  —  —  —  (2) —  —  (2) (5) (7)
Balance at March 31, 2025 145,032  $ —  375,380  $ $ 2,088  $ (1,230) $ (292) $ 567  $ 223  $ 790 

Three Months Ended March 31, 2025
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Warner Music
Group Corp. Equity
Non-controlling
Interest
Total Equity
Shares Value Shares Value
Balance at December 31, 2024 144,301  $ —  375,380  $ $ 2,091  $ (1,171) $ (376) $ 545  $ 152  $ 697 
Net income —  —  —  —  —  36  —  36  —  36 
Other comprehensive income, net of tax —  —  —  —  —  —  84  84  —  84 
Dividends ($0.18 per share)
—  —  —  —  —  (95) —  (95) —  (95)
Stock-based compensation expense —  —  —  —  14  —  —  14  —  14 
Acquisition of noncontrolling interests —  —  —  —  —  —  —  —  74  74 
Vesting of restricted stock units, net of shares withheld for employee taxes 731  —  —  —  (17) —  —  (17) —  (17)
Conversion of Class B Shares to Class A shares —  —  —  —  —  —  —  —  —  — 
Shares issued under Omnibus Incentive Plan —  —  —  —  —  —  —  —  —  — 
Other —  —  —  —  —  —  —  —  (3) (3)
Balance at March 31, 2025 145,032  $ —  375,380  $ $ 2,088  $ (1,230) $ (292) $ 567  $ 223  $ 790 
5


Six Months Ended March 31, 2024
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Warner Music
Group Corp. Equity (Deficit)
Non-controlling
Interest
Total Equity (Deficit)
Shares Value Shares Value
Balance at September 30, 2023 138,345  $ —  377,650  $ $ 2,015  $ (1,387) $ (322) $ 307  $ 123  $ 430 
Net income —  —  —  —  —  255  —  255  34  289 
Other comprehensive income, net of tax —  —  —  —  —  —  21  21  —  21 
Dividends ($0.34 per share)
—  —  —  —  —  (178) —  (178) —  (178)
Stock-based compensation
—  —  —  —  33  —  —  33  —  33 
Distribution to noncontrolling interest holders —  —  —  —  —  —  —  —  (5) (5)
Shares issued under the Plan 1,738  —  —  —  —  —  —  —  —  — 
Exchange of Class B shares for Class A shares
1,335  —  (1,335) —  —  —  —  —  —  — 
Shares issued under Omnibus Incentive Plan 178  —  —  —  —  —  —  —  —  — 
Balance at March 31, 2024 141,596  $ —  376,315  $ $ 2,043  $ (1,310) $ (301) $ 433  $ 152  $ 585 

Three Months Ended March 31, 2024
Class A
Common Stock
Class B
Common Stock
Additional
Paid-in
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Total
Warner Music
Group Corp. Equity
Non-controlling
Interest
Total Equity
Shares Value Shares Value
Balance at December 31, 2023 140,637  $ —  377,103  $ $ 2,039  $ (1,317) $ (260) $ 463  $ 153  $ 616 
Net income —  —  —  —  —  96  —  96  —  96 
Other comprehensive loss, net of tax —  —  —  —  —  —  (41) (41) —  (41)
Dividends ($0.17 per share)
—  —  —  —  —  (89) —  (89) —  (89)
Stock-based compensation
—  —  —  —  —  —  — 
Distribution to noncontrolling interest holders —  —  —  —  —  —  —  —  (1) (1)
Shares issued under the Plan
—  —  —  —  —  —  —  —  —  — 
Exchange of Class B shares for Class A shares 788  —  (788) —  —  —  —  —  —  — 
Shares issued under Omnibus Incentive Plan 171  —  —  —  (5) —  —  (5) —  (5)
Balance at March 31, 2024 141,596  $ —  376,315  $ $ 2,043  $ (1,310) $ (301) $ 433  $ 152  $ 585 
See accompanying notes
6


Warner Music Group Corp.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Description of Business
Warner Music Group Corp. (the “Company”) was formed on November 21, 2003. The Company is the direct parent of WMG Holdings Corp. (“Holdings”), which is the direct parent of WMG Acquisition Corp. (“Acquisition Corp.”). Acquisition Corp. is one of the world’s major music entertainment companies. We classify our business interests into two fundamental operations: Recorded Music and Music Publishing.
Recorded Music Operations
Our Recorded Music business primarily consists of the discovery and development of recording artists and the related marketing, promotion, distribution, sale and licensing of music created by such recording artists. We play an integral role in virtually all aspects of the recorded music value chain from discovering and developing talent to producing, distributing and selling music to marketing and promoting recording artists and their music.
Music Publishing Operations
While Recorded Music is focused on marketing, promoting, distributing and licensing a particular recording of a musical composition, Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter, or engaging in those activities for other rightsholders, our Music Publishing business shares the revenues generated from use of the musical compositions with the songwriter or other rightsholders.
2. Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2025.
The consolidated balance sheet at September 30, 2024 has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by U.S. GAAP for complete financial statements.
For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (File No. 001-32502).
Basis of Consolidation
The accompanying financial statements present the consolidated accounts of all entities in which the Company has a controlling voting interest and/or variable interest required to be consolidated in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”) requires the Company first evaluate its investments to determine if any investments qualify as a variable interest entity (“VIE”). A VIE is consolidated if the Company is deemed to be the primary beneficiary of the VIE, which is the party involved with the VIE that has both (i) the power to control the most significant activities of the VIE and (ii) either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If an entity is not deemed to be a VIE, the Company consolidates the entity if the Company has a controlling voting interest. As of March 31, 2025 and September 30, 2024, there were approximately $70 million and $77 million of assets, respectively, related to VIEs included in our condensed consolidated balance sheets. As of March 31, 2025 and September 30, 2024, there were approximately $2 million of liabilities related to VIEs included in our condensed consolidated balance sheets.
The Company has performed a review of all subsequent events through the date the financial statements were issued and has determined that no additional disclosures are necessary.
7


Income Taxes
The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including those deemed to be unusual and infrequent are excluded from the estimated annual effective tax rate. In such cases, the actual tax expense or benefit is reported in the same period as the related item. Certain tax effects are also not reflected in the estimated annual effective tax rate, primarily certain changes in the realizability of deferred tax assets and uncertain tax positions, and are recorded in the period in which the change occurs.
Global Intangible Low-Taxed Income (“GILTI”) imposes U.S. taxes on the excess of a deemed return on tangible assets of certain foreign subsidiaries. The Company made an election to recognize GILTI tax in the specific period in which it occurs.
New Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendment enhances reportable segment disclosure requirements, primarily by requiring enhanced disclosures about significant segment expenses, reporting for interim periods, and Chief Operating Decision Maker related information. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendment enhances income tax disclosure requirements, by requiring enhanced disclosures on the income tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and selling, general and administrative expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements.
3. Earnings per Share
The Company utilizes the two-class method to report earnings per share. Basic earnings per share is computed by dividing net income available to each class of stock, less earnings available to participating securities, divided by the weighted average number of outstanding common shares for each class of stock. Diluted earnings per share is computed by dividing net income available to each class of stock, less earnings available to participating securities, divided by the weighted average number of outstanding common shares, plus dilutive potential common shares, which is calculated using the treasury-stock method. The potentially dilutive common shares did not have a dilutive effect on the Company’s EPS calculation for the three and six months ended March 31, 2025 and 2024.
The following table sets forth the calculation of basic and diluted net income per common share under the two-class method for the three and six months ended March 31, 2025 and 2024 (in millions, except share amounts, which are reflected in thousands, and per share data):
8


Three Months Ended March 31,
2025 2024
Class A Class B Class A Class B
Basic and Diluted EPS:
Numerator
Net income attributable to Warner Music Group Corp. $ 10  $ 26  $ 27  $ 69 
Less: Net income attributable to participating securities (a)
—  —  (1) — 
Net income attributable to common stockholders $ 10  $ 26  $ 26  $ 69 
Denominator
Weighted average shares outstanding 144,938  375,380  141,044  376,800 
Basic and Diluted EPS $ 0.07  $ 0.07  $ 0.18  $ 0.18 
Six Months Ended March 31,
2025 2024
Class A Class B Class A Class B
Basic and Diluted EPS:
Numerator
Net income attributable to Warner Music Group Corp. $ 78  $ 194  $ 71  $ 184 
Less: Net income attributable to participating securities (a)
(3) —  (3) — 
Net income attributable to common stockholders $ 75  $ 194  $ 68  $ 184 
Denominator
Weighted average shares outstanding 143,995  375,380  140,013  377,145 
Basic and Diluted EPS $ 0.52  $ 0.52  $ 0.49  $ 0.49 
______________________________________
(a)Participating securities include unvested restricted stock units, which include the right to receive non-forfeitable dividend equivalents.
9


4. Revenue Recognition
Disaggregation of Revenue
The Company’s revenue consists of the following categories, which aggregate into the segments – Recorded Music and Music Publishing:
Three Months Ended
March 31,
Six Months Ended
March 31,
2025 2024 2025 2024
(in millions)
Revenue by Type
Digital $ 841  $ 848  $ 1,714  $ 1,756 
Physical 112  111  278  265 
Total digital and physical
953  959  1,992  2,021 
Artist services and expanded-rights 117  126  313  330 
Licensing 105  104  215  283 
Total Recorded Music 1,175  1,189  2,520  2,634 
Performance 53  52  109  103 
Digital 188  187  395  383 
Mechanical 16  15  30  30 
Synchronization 49  48  88  87 
Other 11 
Total Music Publishing 310  306  633  610 
Intersegment eliminations (1) (1) (3) (2)
Total revenues
$ 1,484  $ 1,494  $ 3,150  $ 3,242 
Revenue by geographical location
U.S. Recorded Music $ 497  $ 508  $ 1,029  $ 1,135 
U.S. Music Publishing 161  170  334  342 
Total U.S. 658  678  1,363  1,477 
International Recorded Music 678  681  1,491  1,499 
International Music Publishing 149  136  299  268 
Total international
827  817  1,790  1,767 
Intersegment eliminations (1) (1) (3) (2)
Total revenues
$ 1,484  $ 1,494  $ 3,150  $ 3,242 
Sales Returns and Uncollectible Accounts
Based on management’s analysis of sales returns, refund liabilities of $17 million and $20 million were established at March 31, 2025 and September 30, 2024, respectively.
Based on management’s analysis of estimated credit losses, reserves of $23 million and $26 million were established at March 31, 2025 and September 30, 2024, respectively.
Deferred Revenue
Deferred revenue increased by $436 million during the six months ended March 31, 2025 related to cash received from customers for fixed fees and minimum guarantees in advance of performance, including amounts recognized in the period. Revenues of $146 million were recognized during the six months ended March 31, 2025 related to the balance of deferred revenue at September 30, 2024. There were no other significant changes to deferred revenue during the reporting period.
Performance Obligations
For the three months ended March 31, 2025 and March 31, 2024, the Company recognized revenue of $17 million and $44 million, respectively, from performance obligations satisfied in previous periods. For the six months ended March 31, 2025 and March 31, 2024, the Company recognized revenue of $57 million and $74 million, respectively, from performance obligations satisfied in previous periods.
10


Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at March 31, 2025 are as follows:
Rest of FY25
FY26
FY27
Thereafter Total
(in millions)
Remaining performance obligations $ 814  $ 542  $ 91  $ 44  $ 1,491 
Total $ 814  $ 542  $ 91  $ 44  $ 1,491 
5. Comprehensive Income
Comprehensive income, which is reported in the accompanying condensed consolidated statements of equity, consists of net income and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net income. For the Company, the components of other comprehensive income primarily consist of foreign currency translation gains and losses, minimum pension liabilities, and deferred gains and losses on financial instruments designated as hedges under ASC 815, Derivatives and Hedging. The following summary sets forth the changes in the components of accumulated other comprehensive loss.
Foreign Currency Translation Loss (a) Minimum Pension Liability Adjustment Accumulated Other Comprehensive Loss, net
 
(in millions)
Balances at September 30, 2024 $ (244) $ (3) $ (247)
Other comprehensive loss (45) —  (45)
Balances at March 31, 2025 $ (289) $ (3) $ (292)
______________________________________
(a)Includes historical foreign currency translation related to certain intra-entity transactions.
6. Goodwill and Intangible Assets
Goodwill
The following analysis details the changes in goodwill for each reportable segment:
Recorded
Music
Music
Publishing
Total
(in millions)
Balances at September 30, 2024 $ 1,557  $ 464  $ 2,021 
Acquisitions 21  —  21 
Other adjustments (a) (11) —  (11)
Balances at March 31, 2025 $ 1,567  $ 464  $ 2,031 
______________________________________
(a)Other adjustments during the six months ended March 31, 2025 represent foreign currency movements.
The Company performs its annual goodwill impairment test in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”) during the fourth quarter of each fiscal year as of July 1. The Company may conduct an earlier review if events or circumstances occur that would suggest the carrying value of the Company’s goodwill may not be recoverable. No indicators of impairment were identified during the current period that required the Company to perform an interim assessment or recoverability test.
11


Intangible Assets
Intangible assets consist of the following:
Weighted-Average Useful Life March 31,
2025
September 30,
2024
(in millions)
Intangible assets subject to amortization:
Recorded music catalog 12 years $ 1,715  $ 1,616 
Music publishing copyrights 24 years 2,595  2,227 
Artist and songwriter contracts 13 years 1,115  1,125 
Trademarks 17 years 75  69 
Other intangible assets 6 years 88  69 
Total gross intangible assets subject to amortization 5,588  5,106 
Accumulated amortization (2,824) (2,747)
Total net intangible assets subject to amortization 2,764  2,359 
Intangible assets not subject to amortization:
Trademarks and tradenames Indefinite 151  152 
Total net intangible assets $ 2,915  $ 2,511 
The increase in net intangible assets during the six months ended March 31, 2025 is primarily related to the acquisition of Tempo Music Holdings, LLC (“Tempo”) which is further described below. Additionally, the Company completed various business combinations during the six months ended March 31, 2025 which resulted in the recognition of intangible assets with a preliminary estimated fair value of $38 million in the aggregate within recorded music catalogs, artist and songwriter contracts, trademarks, and other intangibles. The increase in net intangible assets was partially offset by unfavorable foreign currency movements.
On February 5, 2025, WMG Tempo Holdco LLC, a wholly owned subsidiary of Acquisition Corp. and an indirect subsidiary of the Company,which has majority representation on the board of WMG Tempo Holdco LLC, acquired a 50.1% interest in Tempo, a proprietary music rights acquisition platform, for consideration of $76 million, including transaction costs, with an option, exercisable on or prior to November 30, 2027, to acquire the remaining 49.9% of Tempo for approximately $73 million, subject to contractual adjustments. The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations, and the Company recognized $351 million of music publishing copyrights and $87 million of recorded music catalogs which will each be amortized over an estimated useful life of 15 years. Additionally, the Company recognized approximately $13 million of net assets, which consists primarily of cash and accounts receivables. In connection with the transaction, the Company assumed long-term debt held by one of Tempo’s subsidiaries, which was recognized on the acquisition date at its estimated fair value of approximately $302 million. The assumed long-term debt is secured only by certain music rights owned by Tempo and is nonrecourse to the Company and its subsidiaries, other than Tempo (refer to Note 7 for more information on the acquired long-term debt). Finally, the Company recognized a corresponding noncontrolling interest of $73 million based on the fair value of the acquired assets.
12


7. Debt
Debt Capitalization
As of March 31, 2025, our long-term debt consists of the following:
March 31,
2025
September 30,
2024
(in millions)
Revolving Credit Facility (a) $ —  $ — 
Senior Term Loan Facility due 2031 1,295  1,295 
2.750% Senior Secured Notes due 2028
352  363 
3.750% Senior Secured Notes due 2029
540  540 
3.875% Senior Secured Notes due 2030
535  535 
2.250% Senior Secured Notes due 2031
481  497 
3.000% Senior Secured Notes due 2031
800  800 
Mortgage Term Loan due 2033 17  18 
Total debt, including the current portion 4,020  4,048 
Premium less unamortized discount and unamortized DFCs (30) (34)
Total Acquisition Corp. long-term debt, including the current portion, net $ 3,990  $ 4,014 
Tempo Asset-Based Notes due 2050 311  — 
Unamortized discount
(9) — 
Total asset-based long-term debt, including the current portion, net (b)
$ 302  $ — 
Total long-term debt, including the current portion, net $ 4,292  $ 4,014 
______________________________________
(a)Reflects $350 million of commitments under the Revolving Credit Facility, less letters of credit outstanding of approximately $2 million as of March 31, 2025 and September 30, 2024. There were no loans outstanding under the Revolving Credit Facility as of March 31, 2025 and September 30, 2024.
(b)The Tempo Asset-Based Notes due 2050 are secured only by certain music rights owned by Tempo and are nonrecourse to the Company and its subsidiaries, other than Tempo.
The Company is the direct parent of Holdings, which is the direct parent of Acquisition Corp. Acquisition Corp. is party to and the borrower under a $1,295 million senior secured term loan credit facility, pursuant to a credit agreement dated November 1, 2012, as amended or supplemented (the “Senior Term Loan Credit Agreement”) with JPMorgan Chase Bank NA, as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto (the “Senior Term Loan Facility”). Additionally, as of March 31, 2025 Acquisition Corp. had issued and outstanding the 2.750% Senior Secured Notes due 2028, the 3.750% Senior Secured Notes due 2029, the 3.875% Senior Secured Notes due 2030, the 2.250% Senior Secured Notes due 2031 and the 3.000% Senior Secured Notes due 2031 (together, the “Acquisition Corp. Notes”).
All of the Acquisition Corp. Notes are guaranteed by all of Acquisition Corp.’s domestic wholly-owned subsidiaries. The guarantee of the Acquisition Corp. Notes by Acquisition Corp.’s domestic wholly-owned subsidiaries is full, unconditional and joint and several. The secured notes are guaranteed on a senior secured basis.
The Company and Holdings are holding companies that conduct substantially all of their business operations through Acquisition Corp. Accordingly, while Acquisition Corp. and its subsidiaries are not currently restricted from distributing funds to the Company and Holdings under the indentures for the Acquisition Corp. Notes or the credit agreements for the Acquisition Corp. Senior Credit Facilities, including the Revolving Credit Facility (as defined below) and the Senior Term Loan Facility, should Acquisition Corp.’s Total Indebtedness to EBITDA Ratio increase above 3.50:1.00 and the term loans not achieve an investment grade rating, the covenants under the Revolving Credit Facility, which are currently suspended, will be reinstated and the ability of the Company and Holdings to obtain funds from their subsidiaries will be restricted by the Revolving Credit Facility. The Company was in compliance with its covenants under its outstanding notes, the Revolving Credit Facility and the Senior Term Loan Facility as of March 31, 2025.
Fiscal 2025 Transactions
Acquisition of Tempo
13


Following its acquisition of Tempo on February 5, 2025, the Company holds approximately $311 million of asset-based securities due November 2050 (“Asset-Based Notes”) issued by a subsidiary of Tempo and secured only by certain music rights owned by Tempo and is nonrecourse to the Company and its subsidiaries, other than Tempo. These notes, which consist of multiple fixed rate tranches, will accrue at a fixed weighted average rate of 4.62% until November 30, 2027, with higher interest rates thereafter. Principal and interest are payable in equal semi-annual installments.
Interest Rates
The loans under the Revolving Credit Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York for the applicable interest period (“Revolving Term SOFR”), and other rates for alternate currencies, such as EURIBOR and SONIA, as provided in the Revolving Credit Agreement, subject to a zero floor, plus 1.75% per annum in the case of Initial Revolving Loans (as defined in the Revolving Credit Agreement), or 1.875% per annum in the case of 2020 Revolving Loans (as defined in the Revolving Credit Agreement), or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) the one-month Revolving Term SOFR plus 1.0% per annum, plus, in each case, 0.75% per annum in the case of Initial Revolving Loans, or 0.875% per annum in the case of 2020 Revolving Loans; provided that, in respect of 2020 Revolving Loans, the applicable margin with respect to such loans is subject to adjustment as set forth in the pricing grid in the Revolving Credit Agreement. Based on the Senior Secured Indebtedness to EBITDA Ratio of 2.30x at March 31, 2025, the applicable margin for SOFR loans and risk-free rate loans would be 1.375% instead of 1.875% and the applicable margin for ABR loans would be 0.375% instead of 0.875% in the case of 2020 Revolving Loans. If there is a payment default at any time, then the interest rate applicable to overdue principal will be the rate otherwise applicable to such loan plus 2.0% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.0% per annum above the amount that would apply to an alternative base rate loan.
The loans under the Senior Term Loan Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the forward-looking term rate based on Term SOFR subject to a zero floor, plus 1.75% per annum or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent as its prime rate in effect at its principal office in New York City from time to time, (y) 0.50% in excess of the overnight federal funds rate and (z) one-month Term SOFR, plus 1.00% per annum, subject to a 1.00% floor, plus, in each case, 1.00% per annum. If there is a payment default at any time, then the interest rate applicable to overdue principal and interest will be the rate otherwise applicable to such loan plus 2.00% per annum. Default interest will also be payable on other overdue amounts at a rate of 2.00% per annum above the amount that would apply to an alternative base rate loan.
The term loan entered into on January 27, 2023 (the “Term Loan Mortgage”) bears interest at a rate of 30-day SOFR plus the applicable margin of 1.40%, subject to a zero floor.
Interest on the Asset-Based Notes, which consist of multiple fixed rate tranches, will accrue at a fixed weighted average rate of 4.62% until November 30, 2027. Following November 30, 2027, if the Asset-Based Notes remain outstanding, the interest rate on the outstanding Asset-Based Notes will increase by a per annum rate equal to the greater of: (i) 5.0% and (ii) the amount, if any, by which the sum of the following exceeds the interest rate otherwise payable with respect to such Asset-Based Notes: (A) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on November 30, 2027 of the U.S. treasury security having a term closest to seven years plus (B) 5.0%, plus (C) with respect to class A notes, 3.53% and, with respect to class B notes, 4.28%.
The Company has entered into, and in the future may enter into, interest rate swaps to manage interest rate risk. As of March 31, 2025, there are no interest rate swaps outstanding.
Maturity of Senior Term Loan Facility
The loans outstanding under the Senior Term Loan Facility mature on January 24, 2031.
Maturity of Revolving Credit Facility
The maturity date of the Revolving Credit Facility is November 30, 2028.
Maturities of Senior Secured Notes
As of March 31, 2025, there are no scheduled maturities of notes until 2028, when $352 million is scheduled to mature. Thereafter, $2.667 billion is scheduled to mature.
Maturity of Term Loan Mortgage
14


The maturity date of the Term Loan Mortgage is January 27, 2033, subject to a call option exercisable by Truist Bank at any time after January 27, 2028 if certain criteria relating to the Company’s creditworthiness are met.
Maturity of Tempo Asset-Based Notes
The maturity date of the Asset-Based Notes is November 30, 2050.
Interest Expense, net
Total interest expense, net was $39 million and $42 million for the three months ended March 31, 2025 and 2024, respectively, and $76 million and $81 million for the six months ended March 31, 2025 and 2024, respectively. Interest expense, net includes interest expense related to our outstanding indebtedness of $44 million and $46 million for the three months ended March 31, 2025 and 2024, respectively, and $87 million and $91 million for the six months ended March 31, 2025 and 2024, respectively. The weighted-average interest rate of the Company’s total debt was 4.1% at March 31, 2025, 4.3% at September 30, 2024, and 4.5% at March 31, 2024.
8. Restructuring and Impairments
Strategic Restructuring Plan
In 2024, the Company announced a strategic restructuring plan (the “Strategic Restructuring Plan”) designed to free up additional funds to invest in music and accelerate the Company’s growth for the next decade. The Company expects to incur total non-recurring restructuring charges of approximately $240 million or approximately $160 million of total non-recurring after tax charges. The expected pre-tax charges include approximately $158 million of severance and other contract termination costs, along with approximately $82 million of non-cash impairment charges. The majority of severance payments and other termination costs are expected to be paid by the end of fiscal year 2026.
For the three months ended March 31, 2025, total severance and other contract termination costs recorded in connection with the Strategic Restructuring Plan were $7 million, all of which was recognized in our Recorded Music segment. For the six months ended March 31, 2025, total severance and other contract termination costs recorded in connection with the Strategic Restructuring Plan were $8 million, of which $9 million of expense was recognized in our Recorded Music segment while there was a $1 million benefit recognized at Corporate due to a change in estimate. Additionally, for the three and six months ended March 31, 2025, the Company recognized $6 million and $32 million of impairment losses, respectively, all of which were recognized in our Recorded Music segment. Impairment charges recognized during the period primarily relate to the write-off of certain long-form audiovisual production assets and lease termination costs for office closures. The Company continues to review its operations for additional cost
savings and efficiencies. Our ongoing review could result in additional costs and charges which may be significant.
As of March 31, 2025, total cumulative restructuring and impairment charges recognized in connection with the Strategic Restructuring Plan were $218 million with $208 million of costs recognized in our Recorded Music segment and $10 million recognized at Corporate. These costs are composed of $136 million of severance and other contract termination costs, of which $7 million was non-cash, and $82 million of non-cash impairment charges.
The below table sets forth the activity for the six months ended March 31, 2025 in the restructuring accrual associated with the Strategic Restructuring Plan included within accrued liabilities in the accompanying condensed consolidated balance sheets.
Severance Costs Contract Termination Costs Total
(in millions)
Balance at September 30, 2024 $ 99  $ $ 104 
Restructuring charges
Cash payments (47) (4) (51)
Foreign currency movements (1) —  (1)
Balance at March 31, 2025 $ 52  $ $ 60 
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9. Commitments and Contingencies
From time to time the Company is involved in claims and legal proceedings that arise in the ordinary course of business. The Company is currently subject to several such claims and legal proceedings. Based on currently available information, the Company does not believe that resolution of pending matters will have a material adverse effect on its financial condition, cash flows or results of operations. However, litigation is subject to inherent uncertainties, and there can be no assurances that the Company’s defenses will be successful or that any such lawsuit or claim would not have a material adverse impact on the Company’s business, financial condition, cash flows and results of operations in a particular period. Any claims or proceedings against the Company, whether meritorious or not, can have an adverse impact because of defense costs, diversion of management and operational resources, negative publicity and other factors.
10. Equity
Stock-Based Compensation
The Company’s stock-based compensation plans are described in Note 14, “Equity,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Stock-based compensation consists primarily of common stock, restricted stock units and market-based performance share units granted to eligible employees and executives under the Omnibus Incentive Plan.
For the three and six months ended March 31, 2025, the Company recognized a total of $14 million and $27 million of non-cash stock-based compensation expense, respectively, which was recorded to additional paid-in capital. For the three and six months ended March 31, 2024, the Company recognized a total of $9 million and $18 million of non-cash stock-based compensation expense, respectively, all of which was recorded to additional paid-in capital. During the six months ended March 31, 2025 and 2024, $7 million and $15 million of share-based compensation liabilities were reclassified to additional paid-in capital upon a certain number of awards becoming determinable, respectively.
Common Stock
During the six months ended March 31, 2025, in connection with the Senior Management Free Cash Flow Plan (the “Plan”), the Company issued a total of 1,738,018 shares of Class A Common Stock to settle all remaining participants’ deferred equity units previously issued under the Plan.
During the three and six months ended March 31, 2025, the Company satisfied the vesting of RSUs by issuing 730,903 and 794,789 shares of Class A Common Stock under the Omnibus Incentive Plan, respectively, which is net of shares used to settle employee income tax obligations.
Share Repurchase Program
On November 14, 2024, the Company’s board of directors authorized a new $100 million share repurchase program (the “Share Repurchase Program”), which is intended to offset dilution from the Omnibus Incentive Plan. Under this authorization, the Company may, from time to time, purchase shares of its Class A Common Stock through open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase transactions, tender offers or otherwise, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The $100 million share repurchase authorization does not obligate the Company to purchase any shares and the Share Repurchase Program does not have a fixed expiration date. The Company may enter into a pre-arranged stock trading plan in accordance with the guidelines specified under Rule 10b5-1 to effectuate all or a portion of the Share Repurchase Program. The Company expects to finance any repurchases from a combination of cash on hand and cash provided by operating activities. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to our results of operations, financial condition, liquidity and other factors. The authorization for the Share Repurchase Program may be suspended, terminated, increased or decreased by the Company’s board of directors at any time.
We did not repurchase any common shares during the three months ended March 31, 2025.
The following table summarizes our total share repurchases and retirement under the Share Repurchase Program during the three and six months ended March 31, 2025:
Three Months Ended
March 31, 2025
Six Months Ended
March 31, 2025
Share Repurchase Type
Shares Amount
(in millions)
Shares Amount
(in millions)
Open Market Repurchases
—  $ —  60,383  $
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11. Income Taxes

For the three and six months ended March 31, 2025, the Company recorded an income tax expense of $29 million and $118 million, respectively. The income tax expense for the three and six months ended March 31, 2025 is higher than the expected tax expense at the statutory rate of 21% primarily due to foreign income taxed at rates higher than in the United States, including withholding taxes, U.S. state and local taxes, non-deductible executive compensation under IRC Section 162(m), and unrecognized tax benefit related to uncertain tax positions. These charges were partially offset by tax benefits associated with Research and Development (“R&D”) credits, and the net impact of GILTI and foreign derived intangible income (“FDII”).
For the three and six months ended March 31, 2024, the Company recorded an income tax expense of $18 million and $90 million, respectively. The income tax expense for the three and six months ended March 31, 2024 is higher than the expected tax benefit at the statutory tax rate of 21% primarily due to foreign income taxed at rates higher than in the United States, including withholding taxes, U.S. state and local taxes, non-deductible executive compensation under IRC Section 162(m), and unrecognized tax benefit related to uncertain tax positions. These charges were partially offset by the tax benefit from the winding down of the Company’s owned and operated media properties, nontaxable income from partnerships, the net impact of GILTI and FDII, and tax benefits associated with R&D credits.
The Company has determined that it is reasonably possible that the gross unrecognized tax benefits as of March 31, 2025 could decrease by up to approximately $2 million related to various ongoing audits and settlement discussions in various jurisdictions during the next twelve months.
The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted or are expected to enact legislation with general implementation of a global minimum tax rate by January 1, 2025. The Company has evaluated the potential impact of the rules based on the most recently available information and estimates that the impact to the Company is immaterial. The Company will continue to monitor legislative developments to determine if there are significant changes to Pillar 2 rules that could lead to a material impact.
12. Derivative Financial Instruments
The Company uses derivative financial instruments, primarily foreign currency forward exchange contracts, for the purposes of managing foreign currency exchange rate risk on expected future cash flows.
As of March 31, 2025, the Company had outstanding foreign currency forward exchange contracts for the sale of $369 million and the purchase of $206 million of foreign currencies at fixed rates that will be settled by September 2025. As of September 30, 2024, the Company had no foreign currency forward exchange contracts outstanding.
The Company recorded realized pre-tax gains of $7 million and unrealized pre-tax gains of $3 million related to its foreign currency forward exchange contracts in the condensed consolidated statement of operations as other expense for the six months ended March 31, 2025. The Company recorded realized pre-tax gains of $1 million and recorded no unrealized pre-tax gains or losses related to its foreign currency forward exchange contracts in the condensed consolidated statement of operations as other expense for the six months ended March 31, 2024.
The following is a summary of amounts recorded in the consolidated balance sheets pertaining to the Company’s derivative instruments at March 31, 2025 and September 30, 2024:
March 31,
2025
September 30,
2024
(in millions)
Other Current Assets:
Foreign currency forward exchange contracts (a)
— 
Other Current Liabilities:
Foreign currency forward exchange contracts (a)
(1) — 
______________________________________
(a)Includes $11 million and $8 million of foreign exchange derivative contracts in asset and liability positions, respectively, which net to $4 million of current assets and $1 million of current liabilities, respectively.
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13. Segment Information
Based on the nature of its products and services, the Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing, which also represent the reportable segments of the Company. Information as to each of these operations is set forth below. The Company evaluates performance based on several factors, of which the primary financial measure is operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets adjusted to exclude the impact of non-cash stock-based compensation and other related expenses and certain items that affect comparability including but not limited to gains or losses on divestitures and expenses related to restructuring and transformation initiatives, which includes costs associated with the Company’s financial transformation initiative to design and implement new information technology and upgrade our finance infrastructure (“Adjusted OIBDA”). Items excluded are not viewed to contribute directly to management’s evaluation of operating results.
The accounting policies of the Company’s business segments are the same as those described in Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The Company accounts for intersegment sales at fair value as if the sales were to third parties. While intercompany transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses recognized by the segment that is counterparty to the transaction) are eliminated in consolidation, and therefore, do not themselves impact consolidated results.
Recorded
Music
Music
Publishing
Corporate
expenses and
eliminations
Total
Three Months Ended (in millions)
March 31, 2025        
Revenues $ 1,175  $ 310  $ (1) $ 1,484 
Adjusted OIBDA
270  85  (52) 303 
March 31, 2024
Revenues $ 1,189  $ 306  $ (1) $ 1,494 
Adjusted OIBDA
272  82  (42) 312 
Recorded
Music
Music
Publishing
Corporate
expenses and
eliminations
Total
Six Months Ended (in millions)
March 31, 2025
Revenues $ 2,520  $ 633  $ (3) $ 3,150 
Adjusted OIBDA
593  168  (95) 666 
March 31, 2024
Revenues 2,634  610  (2) 3,242 
Adjusted OIBDA
684  168  (89) 763 
Adjusted OIBDA is not a measure defined by U.S. GAAP but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of the Company’s Adjusted OIBDA to operating income is presented below.
For the Three Months Ended
March 31,
For the Six Months Ended
March 31,
2025 2024 2025 2024
Operating income $ 168  $ 119  $ 382  $ 473 
Amortization expense 62  57  119  112 
Depreciation expense 28  26  57  52 
Restructuring and impairments 13  95  40  95 
Transformation initiative costs 18  19  35  38 
Net gain on divestitures —  (14) —  (31)
Non-cash stock-based compensation and other related costs 14  10  33  24 
Adjusted OIBDA $ 303  $ 312  $ 666  $ 763 
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14. Additional Financial Information
Supplemental Cash Flow Disclosures
The Company made interest payments of approximately $53 million and $57 million during the three months ended March 31, 2025 and 2024, respectively, and approximately $71 million and $90 million during the six months ended March 31, 2025 and 2024, respectively. The Company paid approximately $58 million and $33 million of income and withholding taxes, net of refunds, for the three months ended March 31, 2025 and 2024, respectively, and approximately $101 million and $72 million of income and withholding taxes, net of refunds, for the six months ended March 31, 2025 and 2024, respectively. Non-cash investing activities were approximately $34 million related to business combinations and the acquisition of music catalogs during the six months ended March 31, 2025, and $18 million related to the acquisition of music publishing rights and music catalogs during the six months ended March 31, 2024.
Net Gain on Divestitures
The Company recognized a pre-tax gain of $14 million and $31 million during the three and six months ended March 31, 2024, respectively, in connection with the divestiture of certain sound recordings rights in the period which has been reflected as a net gain on divestiture in the accompanying condensed consolidated statement of operations.
Net Gain on Sale of Investments
The Company recognized a pre-tax realized net gain of $29 million during the six months ended March 31, 2025 in connection with the sale of an investment which has been presented within the Other income (expense) line of the accompanying condensed consolidated statement of operations.

Dividends
The Company’s ability to pay dividends may be restricted by covenants in the credit agreement for the Revolving Credit Facility which are currently suspended but which will be reinstated if Acquisition Corp.’s Total Indebtedness to EBITDA Ratio increases above 3.50:1.00 and the term loans do not achieve an investment grade rating.
The Company has been paying quarterly cash dividends to holders of its Class A Common Stock and Class B Common Stock. The declaration of each dividend will continue to be at the discretion of the Company’s board of directors and will depend on the Company’s financial condition, earnings, liquidity and capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors that the Company’s board of directors deems relevant in making such a determination. Therefore, there can be no assurance that the Company will pay any dividends to holders of the Company’s common stock, or as to the amount of any such dividends.
On February 14, 2025, the Company’s board of directors declared a cash dividend of $0.18 per share on the Company’s Class A Common Stock and Class B Common Stock, as well as related payments under certain stock-based compensation plans, which was paid to stockholders on March 4, 2025. The Company paid an aggregate of approximately $95 million and $189 million, or $0.18 and $0.36 per share, in cash dividends to stockholders and participating security holders for the three and six months ended March 31, 2025.
15. Fair Value Measurements
The following tables show the fair value of the Company’s financial instruments that are required to be measured at fair value as of March 31, 2025 and September 30, 2024.
Fair Value Measurements as of March 31, 2025
(Level 1) (Level 2) (Level 3) Total
(in millions)
Other Current Assets:
Foreign currency forward exchange contracts (a)
$ —  $ $ —  $
Other current liabilities:
Foreign currency forward exchange contracts (a)
$ —  $ (1) $ —  $ (1)
Other noncurrent assets:
Equity investments with readily determinable fair value (b)
—  — 

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Fair Value Measurements as of September 30, 2024
(Level 1) (Level 2) (Level 3) Total
(in millions)
Other noncurrent assets:
Equity investment with readily determinable fair value (b)
—  — 
______________________________________
(a)The fair value of foreign currency forward exchange contracts is based on dealer quotes of market forward rates and reflects the amount that the Company would receive or pay at their maturity dates for contracts involving the same currencies and maturity dates.
(b)These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments—Equity Securities, based on quoted prices in active markets.
The majority of the Company’s non-financial instruments, which include goodwill, intangible assets, inventories and property, plant and equipment, are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the asset is written down to its fair value. In addition, an impairment analysis is performed at least annually for goodwill and indefinite-lived intangible assets.
Equity Investments Without Readily Determinable Fair Value
The Company evaluates its equity investments without readily determinable fair values for impairment if factors indicate that a significant decrease in value has occurred. The Company has elected to use the measurement alternative to fair value that will allow these investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes. In the three and six month periods ended March 31, 2025, the Company recorded approximately $2 million and $3 million of impairment charges on these investments, respectively. The Company did not record any impairment charges on these investments during the three months ended March 31, 2024 and recorded approximately $1 million of impairment charges on these investments during the six months ended March 31, 2024. In addition, there were no observable price changes events that were completed during the three and six months ended March 31, 2025 and 2024.
Fair Value of Debt
Based on the level of interest rates prevailing at March 31, 2025, the fair value of the Company’s debt was $4.112 billion. Based on the level of interest rates prevailing at September 30, 2024, the fair value of the Company’s debt was $3.836 billion. The fair value of the Company’s debt instruments is determined using quoted market prices from less active markets or by using quoted market prices for instruments with identical terms and maturities; both approaches are considered a Level 2 measurement.
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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
You should read the following discussion of our results of operations and financial condition with the unaudited interim financial statements included elsewhere in this Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025 (the “Quarterly Report”).
“SAFE HARBOR” STATEMENT UNDER PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
This Quarterly Report includes forward-looking statements and cautionary statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Some of the forward-looking statements can be identified by the use of forward-looking terms such as “believes,” “expects,” “may,” “will,” “shall,” “should,” “would,” “could,” “seeks,” “aims,” “projects,” “is optimistic,” “intends,” “plans,” “estimates,” “anticipates” or other comparable terms or the negative thereof. Forward-looking statements include, without limitation, all matters that are not historical facts. They appear in a number of places throughout this Quarterly Report and include, without limitation, our ability to compete in the highly competitive markets in which we operate, statements regarding our ability to develop talent and attract future talent, our ability to reduce future capital expenditures, our ability to monetize our music, including through new distribution channels and formats to capitalize on the growth areas of the music entertainment industry, our ability to effectively deploy our capital, the development of digital music and the effect of digital distribution channels on our business, including whether we will be able to achieve higher margins from digital sales, the success of strategic actions we are taking to accelerate our transformation as we redefine our role in the music entertainment industry, the effectiveness of our ongoing efforts to reduce overhead expenditures and manage our variable and fixed cost structure and our ability to generate expected cost savings from such efforts, our success in limiting piracy, the growth of the music entertainment industry and the effect of our and the industry’s efforts to combat piracy on the industry, our intention and ability to pay dividends or repurchase or retire our outstanding debt or notes in open market purchases, privately or otherwise, the impact on us of potential strategic transactions, our ability to fund our future capital needs and the effect of litigation on us.
Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that forward-looking statements are not guarantees of future performance or outcomes and that actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, and the development of the market in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report. In addition, even if our results of operations, financial condition and cash flows, and the development of the market in which we operate, are consistent with the forward-looking statements contained in this Quarterly Report, those results or developments may not be indicative of results or developments in subsequent periods. New factors emerge from time to time that may cause our business not to develop as we expect, and it is not possible for us to accurately predict all of them. Factors that could cause actual results and outcomes to differ from those reflected in forward-looking statements include, without limitation:
•our inability to compete successfully in the highly competitive markets in which we operate;
•our ability to identify, sign and retain recording artists and songwriters and the existence or absence of superstar releases;
•slower growth in streaming adoption and revenue;
•our dependence on a limited number of digital music services for the online distribution and marketing of our music and their ability to significantly influence the pricing structure for online music stores;
•the popular demand for particular recording artists and/or songwriters and music and the timely delivery to us of music by major recording artists and/or songwriters;
•risks related to the effects of climate change and natural or man-made disasters;
•the diversity and quality of our recording artists, songwriters and releases;
•trends, developments or other events in the United States and in some foreign countries in which we operate, including the impact of tariffs imposed or threatened by the U.S. or foreign governments;
•risks associated with our non-U.S. operations, including limited legal protections of our intellectual property rights and restrictions on the repatriation of capital;
•unfavorable currency exchange rate fluctuations;
•the impact of heightened and intensive competition in the recorded music and music publishing industries and our inability to execute our business strategy;
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•significant fluctuations in our operations, cash flows and the trading price of our common stock from period to period;
•our failure to attract and retain our executive officers and other key personnel;
•a significant portion of our revenues are subject to rate regulation either by government entities or by local third-party collecting societies throughout the world and rates on other income streams may be set by governmental proceedings, which may limit our profitability;
•risks associated with obtaining, maintaining, protecting and enforcing our intellectual property rights;
•our involvement in intellectual property litigation;
•threats to our business associated with digital piracy, including organized industrial piracy;
•risks associated with the development and use of artificial intelligence;
•an impairment in the carrying value of goodwill or other intangible and long-lived assets;
•the impact of, and risks inherent in, acquisitions or other business combinations;
•risks inherent to our outsourcing certain finance and accounting functions;
•the fact that we have engaged in substantial restructuring activities in the past, and may need to implement further restructurings in the future and our restructuring efforts may not be successful or generate expected cost savings;
•our and our service providers’ ability to maintain the security of information relating to our customers, employees and vendors and our music;
•risks related to evolving laws and regulations concerning data privacy which might result in increased regulation and different industry standards;
•new legislation that affects the terms of our contracts with recording artists and songwriters;
•a potential loss of catalog if it is determined that recording artists have a right to recapture U.S. rights in their recordings under the U.S. Copyright Act;
•the impact of our substantial leverage on our ability to raise additional capital to fund our operations, on our ability to react to changes in the economy or our industry and on our ability to meet our obligations under our indebtedness;
•the ability to generate sufficient cash to service all of our indebtedness, and the risk that we may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful;
•the fact that our debt agreements contain restrictions that may limit our flexibility in operating our business;
•the significant amount of cash required to service our indebtedness and the ability to generate cash or refinance indebtedness as it becomes due depends on many factors, some of which are beyond our control;
•our indebtedness levels, and the fact that we may be able to incur substantially more indebtedness, which may increase the risks created by our substantial indebtedness;
•risks of downgrade, suspension or withdrawal of the rating assigned by a rating agency to us could impact our cost of capital;
•the dual class structure of our common stock and Access’s existing ownership of our Class B Common Stock have the effect of concentrating control over our management and affairs and over matters requiring stockholder approval with Access;
•the fact that we maintain certain cash deposits in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits, which could have an adverse effect on liquidity and financial performance in the event of a bank failure or receivership; and
•risks related to other factors discussed under “Risk Factors” of this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
You should read this Quarterly Report completely and with the understanding that actual future results may be materially different from expectations. All forward-looking statements made in this Quarterly Report are qualified by these cautionary statements. Any forward-looking statement speaks only as of the date on which it is made, and we do not undertake any obligation, other than as may be required by law, to update or revise any forward-looking or cautionary statements to reflect changes in assumptions, the occurrence of events, unanticipated or otherwise, and changes in future operating results over time or otherwise.
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Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.
Other risks, uncertainties and factors, including those discussed in the “Risk Factors” of our Quarterly Reports and our Annual Report on Form 10-K, could cause our actual results to differ materially from those projected in any forward-looking statements we make. You should read carefully the factors described in the “Risk Factors” section of our Quarterly Reports and our Annual Report on Form 10-K to better understand the risks and uncertainties inherent in our business and underlying any forward-looking statements.
INTRODUCTION
Warner Music Group Corp. (the “Company”) was formed on November 21, 2003. The Company is the direct parent of WMG Holdings Corp. (“Holdings”), which is the direct parent of WMG Acquisition Corp. (“Acquisition Corp.”). Acquisition Corp. is one of the world’s major music entertainment companies.
The Company and Holdings are holding companies that conduct substantially all of their business operations through their subsidiaries. The terms “we,” “us,” “our,” “ours” and the “Company” refer collectively to Warner Music Group Corp. and its consolidated subsidiaries, except where otherwise indicated.
Management’s discussion and analysis of financial condition and results of operations (“MD&A”) is provided as a supplement to the unaudited financial statements and related notes thereto included elsewhere herein to help provide an understanding of our financial condition, changes in financial condition and results of our operations. MD&A is organized as follows:
•Business overview. This section provides a general description of our business, as well as a discussion of factors that we believe are important in understanding our results of operations and comparability and in anticipating future trends.
•Results of operations. This section provides an analysis of our results of operations for the three and six months ended March 31, 2025 and March 31, 2024. This analysis is presented on both a consolidated and segment basis.
•Financial condition and liquidity. This section provides an analysis of our cash flows for the six months ended March 31, 2025 and March 31, 2024, as well as a discussion of our financial condition and liquidity as of March 31, 2025. The discussion of our financial condition and liquidity includes recent debt financings and a summary of the key debt covenant compliance measures under our debt agreements.
Use of Adjusted OIBDA
We evaluate our operating performance based on several factors, including our primary financial measure of operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets adjusted to exclude the impact of non-cash stock-based compensation and other related expenses and certain items that affect comparability including but not limited to gains or losses on divestitures and expenses related to restructuring and transformation initiatives (“Adjusted OIBDA”). We consider Adjusted OIBDA to be an important indicator of the operational strengths and performance of our businesses. However, a limitation of the use of Adjusted OIBDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our businesses. Accordingly, Adjusted OIBDA should be considered in addition to, not as a substitute for, operating income (loss), net income (loss) attributable to Warner Music Group Corp. and other measures of financial performance reported in accordance with United States generally accepted accounting principles (“U.S. GAAP”). In addition, our definition of Adjusted OIBDA may differ from similarly titled measures used by other companies. A reconciliation of consolidated Adjusted OIBDA to operating income (loss) and net income (loss) attributable to Warner Music Group Corp. is provided in our “Results of Operations.”
Use of Constant Currency
As exchange rates are an important factor in understanding period to period comparisons, we believe the presentation of revenue and Adjusted OIBDA on a constant-currency basis in addition to reported results helps improve the ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant-currency information compares revenue and Adjusted OIBDA between periods as if exchange rates had remained constant period over period. We use revenue and Adjusted OIBDA on a constant-currency basis as one measure to evaluate our performance. We calculate constant-currency by calculating prior-year revenue and Adjusted OIBDA using current-year foreign currency exchange rates. We generally refer to such amounts calculated on a constant-currency basis as “excluding the impact of foreign currency exchange rates.” Revenue and Adjusted OIBDA on a constant-currency basis should be considered in addition to, not as a substitute for, revenue and Adjusted OIBDA reported in accordance with U.S. GAAP. Revenue and Adjusted OIBDA on a constant-currency basis, as we present it, may not be comparable to similarly titled measures used by other companies and are not a measure of performance presented in accordance with U.S. GAAP.
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BUSINESS OVERVIEW
We are one of the world’s leading music entertainment companies. Our renowned family of iconic record labels, including Atlantic Records, Warner Records, Elektra Records and Parlophone Records, is home to many of the world’s most popular and influential recording artists. In addition, Warner Chappell Music, our global music publishing business, boasts an extraordinary catalog that includes timeless standards and contemporary hits, representing works by over 180,000 songwriters and composers, with a global collection of more than one and a half million musical compositions. We classify our business interests into two fundamental operations: Recorded Music and Music Publishing. A brief description of each of those operations is presented below.
Components of Our Operating Results
Recorded Music Operations
Our Recorded Music business primarily consists of the discovery and development of recording artists and the related marketing, promotion, distribution, sale and licensing of music created by such recording artists. We play an integral role in virtually all aspects of the recorded music value chain from discovering and developing talent to producing, distributing and selling music to marketing and promoting recording artists and their music.
In the United States, our Recorded Music business is conducted principally through our major record labels—Atlantic Records and Warner Records. In October 2018, we launched Elektra Music Group in the United States as a standalone label group, which comprises the Elektra, Fueled by Ramen and Roadrunner labels, and in December 2021, we acquired 300 Entertainment and subsequently launched 300 Elektra Entertainment, or 3EE, a frontline label group that brings together the multi-genre power of 300 Entertainment and Elektra Music Group. Our Recorded Music business also includes Rhino Entertainment, a division that specializes in marketing our recorded music catalog through compilations, reissuances of previously released music and video titles and releasing previously unreleased material from our vault. We also conduct our Recorded Music business through a collection of additional record labels including Asylum, Big Beat, Canvasback, East West, Erato, FFRR, Nonesuch, Parlophone, Reprise, Sire, Spinnin’ Records, TenThousand Projects, Warner Classics and Warner Music Nashville.
Outside the United States, our Recorded Music business is conducted in more than 70 countries through various subsidiaries, affiliates and non-affiliated licensees. Internationally, we engage in the same activities as in the United States: discovering and signing artists and distributing, selling, marketing and promoting their music. In most cases, we also market, promote, distribute and sell the music of those recording artists for whom our domestic record labels have international rights. In certain smaller markets, we license the right to distribute and sell our music to non-affiliated third-party record labels.
Our Recorded Music business’ operations include WMX, a next generation services division that connects artists with fans and amplifies brands in creative, immersive, and engaging ways. This division includes a rebranded WEA commercial services & marketing network (formerly Warner-Elektra-Atlantic Corporation, or WEA Corp.), which markets, distributes and sells music and video products to retailers and wholesale distributors, as well as acting as the Company’s media and creative content arm. Our business’ distribution operations also include Alternative Distribution Alliance (“ADA”), which markets, distributes and sells the products of independent labels to retail and wholesale distributors; and various distribution centers and ventures operated internationally.
In addition to our music being sold in physical retail outlets, our music is also sold in physical form to online physical retailers, such as amazon.com, barnesandnoble.com and bestbuy.com, and distributed in digital form to an expanded universe of digital partners, including streaming services such as those of Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music and YouTube, radio services such as iHeart Radio and SiriusXM and other download services.
We have integrated the marketing of digital content into all aspects of our business, including artists and repertoire (“A&R”) and distribution. Our business development executives work closely with A&R departments to ensure that while music is being produced, digital assets are also created with all distribution channels in mind, including streaming services, social networking sites, online portals and music-centered destinations. We also work side-by-side with our online and mobile partners to test new concepts. We believe existing and new digital businesses will be a significant source of growth and will provide new opportunities to successfully monetize our assets and create new revenue streams. The proportion of digital revenues attributable to each distribution channel varies by region and proportions may change as the introduction of new technologies continues. As one of the world’s largest music entertainment companies, we believe we are well positioned to take advantage of growth in digital distribution and emerging technologies to maximize the value of our assets.
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We have diversified our revenues beyond our traditional businesses by entering into expanded-rights deals with recording artists in order to partner with such artists in other aspects of their careers. Under these agreements, we provide services to and participate in recording artists’ activities outside the traditional recorded music business such as touring, merchandising and sponsorships. We have built and acquired artist services capabilities and platforms for marketing and distributing this broader set of music-related rights and participating more widely in the monetization of the artist brands we help create. We believe that entering into expanded-rights deals and enhancing our artist services capabilities in areas such as merchandising, VIP ticketing, fan clubs, concert promotion and management has permitted us to diversify revenue streams and capitalize on other revenue opportunities. This provides for improved long-term relationships with our recording artists and allows us to more effectively connect recording artists and fans.
Recorded Music revenues are derived from four main sources:
•Digital: the rightsholder receives revenues with respect to streaming and download services;
•Physical: the rightsholder receives revenues with respect to sales of physical products such as vinyl, CDs and DVDs;
•Artist services and expanded-rights: the rightsholder receives revenues with respect to our artist services businesses and our participation in expanded rights, including advertising, merchandising such as direct-to-consumer sales, touring, concert promotion, ticketing, sponsorship, fan clubs, artist websites, social publishing, and artist and brand management; and
•Licensing: the rightsholder receives royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games; the rightsholder also receives royalties if sound recordings are performed publicly through broadcast of music on television, radio and cable, and in public spaces such as shops, workplaces, restaurants, bars and clubs.
The principal costs associated with our Recorded Music business are as follows:
•A&R costs: the costs associated with (i) paying royalties to recording artists, producers, songwriters, other copyright holders and trade unions; (ii) signing and developing recording artists; and (iii) creating master recordings in the studio;
•Product costs: the costs to manufacture, package and distribute products to wholesale and retail distribution outlets, the royalty costs associated with distributing products of independent labels to wholesale and retail distribution outlets, as well as the costs related to our artist services business;
•Selling and marketing expenses: the costs associated with the promotion and marketing of recording artists and music, including costs to produce music videos for promotional purposes and artist tour support; and
•General and administrative expenses: the costs associated with general overhead and other administrative expenses.
Music Publishing Operations
While Recorded Music is focused on marketing, promoting, distributing and licensing a particular recording of a musical composition, Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter, or engaging in those activities for other rightsholders, our Music Publishing business shares the revenues generated from use of the musical compositions with the songwriter or other rightsholders.
The operations of our Music Publishing business are conducted principally through Warner Chappell Music, our global music publishing company headquartered in Los Angeles, with operations in over 70 countries through various subsidiaries, affiliates, and non-affiliated licensees and sub-publishers. We own or control rights to more than one and a half million musical compositions, including numerous pop hits, American standards, folk songs and motion picture and theatrical compositions. Assembled over decades, our award-winning catalog includes over 180,000 songwriters and composers and a diverse range of genres including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, electronic, alternative and gospel. Warner Chappell Music also administers the music and soundtracks of several third-party television and film producers and studios. We have an extensive production music catalog collectively branded as Warner Chappell Production Music.
Music Publishing revenues are derived from five main sources:
•Digital: the rightsholder receives revenues with respect to musical compositions embodied in recordings distributed in streaming services, download services, digital performance and other digital music services;
•Performance: the rightsholder receives revenues if the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations (e.g., bars and restaurants), live performance at a concert or other venue (e.g., arena concerts and nightclubs), and performance of music in staged theatrical productions;
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•Mechanical: the rightsholder receives revenues with respect to musical compositions embodied in recordings sold in any physical format or configuration such as vinyl, CDs and DVDs;
•Synchronization: the rightsholder receives revenues for the right to use the musical composition in combination with visual images such as in films or television programs, television commercials and video games as well as from other uses such as in toys or novelty items and merchandise; and
•Other: the rightsholder receives revenues for use in sheet music and other uses.
The principal costs associated with our Music Publishing business are as follows:
•A&R costs: the costs associated with (i) paying royalties to songwriters, co-publishers and other copyright holders in connection with income generated from the uses of their works and (ii) signing and developing songwriters; and
•Selling and marketing, general overhead and other administrative expenses: the costs associated with selling and marketing, general overhead and other administrative expenses.
Recent Events and Factors Affecting Results of Operations and Comparability

Strategic Restructuring Plan
In 2024, the Company announced a strategic restructuring plan (the “Strategic Restructuring Plan”) designed to free up additional funds to invest in music and accelerate the Company’s growth for the next decade. The Company expects to incur total non-recurring restructuring charges of approximately $240 million or approximately $160 million of total non-recurring after tax charges. The expected pre-tax charges include approximately $158 million of severance and other contract termination costs, along with approximately $82 million of non-cash impairment charges. The majority of severance payments and other termination costs are expected to be paid by the end of fiscal year 2026.
The cost savings under the Strategic Restructuring Plan will be achieved through a combination of the disposal or winding down of non-core operations, continuing to manage overhead, sharpening focus, expanding shared services, and implementing previously disclosed expected operational efficiencies made possible by the Company’s financial transformative initiative. The Company expects allocating a majority of the costs savings to increase investment in the Company’s core Recorded Music and Music Publishing businesses, new skill sets and tech capabilities.
For the three months ended March 31, 2025, total severance and other contract termination costs recorded in connection with the Strategic Restructuring Plan were $7 million, all of which was recognized in our Recorded Music segment. For the six months ended March 31, 2025, total severance and other contract termination costs recorded in connection with the Strategic Restructuring Plan were $8 million, of which $9 million of expense was recognized in our Recorded Music segment while there was a $1 million benefit recognized at Corporate due to a change in estimate. Additionally, for the three and six months ended March 31, 2025, the Company recognized $6 million and $32 million of impairment losses, respectively, all of which were recognized in our Recorded Music segment. Impairment charges recognized during the period primarily relate to the write-off of certain long-form audiovisual production assets and lease termination costs for office closures. The Company continues to review its operations for additional cost
savings and efficiencies. Our ongoing review could result in additional costs and charges which may be significant.
BMG Termination
In September 2023, the Company terminated its distribution agreement with BMG as BMG began to bring digital distribution in-house and license directly with digital service partners in fiscal 2024 (the “BMG Termination”). Alternative Distribution Alliance (“ADA”), which is part of our Recorded Music business, had previously been distributing BMG’s recorded music catalog and revenues are reported within our Recorded Music segment. The shift to direct deals by BMG is a phased in-sourcing of distribution during the current fiscal year and we expect BMG to be rolled off by the end of the current fiscal year.
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RESULTS OF OPERATIONS
Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Consolidated Results
Revenues
Our revenues were composed of the following amounts (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Revenue by Type
Digital $ 841  $ 848  $ (7) -1  %
Physical 112  111  %
Total digital and physical
953  959  (6) -1  %
Artist services and expanded-rights 117  126  (9) -7  %
Licensing 105  104  %
Total Recorded Music 1,175  1,189  (14) -1  %
Performance 53  52  %
Digital 188  187  %
Mechanical 16  15  %
Synchronization 49  48  %
Other —  —  %
Total Music Publishing 310  306  %
Intersegment eliminations (1) (1) —  —  %
Total revenues
$ 1,484  $ 1,494  $ (10) -1  %
Revenue by Geographical Location
U.S. Recorded Music $ 497  $ 508  $ (11) -2  %
U.S. Music Publishing 161  170  (9) -5  %
Total U.S. 658  678  (20) -3  %
International Recorded Music 678  681  (3) —  %
International Music Publishing 149  136  13  10  %
Total international
827  817  10  %
Intersegment eliminations (1) (1) —  —  %
Total revenues
$ 1,484  $ 1,494  $ (10) -1  %
Total Revenues
Total revenues decreased by $10 million, or 1%, to $1,484 million for the three months ended March 31, 2025 from $1,494 million for the three months ended March 31, 2024. The decrease includes $27 million of unfavorable currency exchange fluctuations. Prior to intersegment eliminations, Recorded Music and Music Publishing revenues represented 79% and 21% of total revenue for the three months ended March 31, 2025, respectively, and 80% and 20% of total revenue for the three months ended March 31, 2024, respectively. Prior to intersegment eliminations, U.S. and international revenues represented 44% and 56% of total revenues for the three months ended March 31, 2025 and 45% and 55% of total revenues for the three months ended March 31, 2024.
Total digital revenues after intersegment eliminations decreased by $8 million, or 1%, to $1,027 million for the three months ended March 31, 2025 from $1,035 million for the three months ended March 31, 2024. Total streaming revenue decreased by $3 million, primarily driven by Recorded Music, partially offset by growth in Music Publishing. Total streaming revenue includes $19 million of unfavorable currency exchange fluctuations. Prior to intersegment eliminations, total digital revenues for the three months ended March 31, 2025 were composed of U.S. revenues of $490 million and international revenues of $539 million, or 48% and 52% of total digital revenues, respectively. Prior to intersegment eliminations, total digital revenues for the three months ended March 31, 2024 were composed of U.S. revenues of $511 million and international revenues of $524 million, or 49% and 51% of total digital revenues, respectively.
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Recorded Music revenues decreased by $14 million, or 1%, to $1,175 million for the three months ended March 31, 2025 from $1,189 million for the three months ended March 31, 2024. The decrease includes $22 million of unfavorable currency exchange fluctuations. U.S. Recorded Music revenues were $497 million and $508 million, or 42% and 43% of consolidated Recorded Music revenues for each of the three months ended March 31, 2025 and March 31, 2024, respectively. International Recorded Music revenues were $678 million and $681 million, or 58% and 57%, of consolidated Recorded Music revenues for each of the three months ended March 31, 2025 and March 31, 2024, respectively.
The overall decrease in Recorded Music revenue was driven by decreases in digital and artist services and expanded-rights revenues, partially offset by increases in physical and licensing revenue. Digital revenue decreased by $7 million, or 1%, which includes an unfavorable impact of currency exchange fluctuations of $17 million. Revenue from streaming services decreased by $3 million, to $825 million for the three months ended March 31, 2025 from $828 million for the three months ended March 31, 2024. The decrease in streaming revenue was impacted by a challenging year-over-year comparison, largely in subscription streaming revenue, and includes an unfavorable impact of foreign currency exchange rates of $16 million. Top digital sellers in the quarter include ROSÉ, Bruno Mars, Teddy Swims, and Benson Boone. Download and other digital revenues decreased by $4 million, or 20%, to $16 million for the three months ended March 31, 2025 from $20 million for the three months ended March 31, 2024 due to the continued shift to streaming services. Licensing revenue increased by $1 million, or 1%, driven by higher licensing activity primarily in Japan and the U.S., partially offset by the timing of copyright infringement settlements. Licensing revenue includes an unfavorable impact of foreign currency exchange rates of $2 million. Artist services and expanded-rights revenue decreased by $9 million, or 7%, due to lower concert promotion revenue primarily in France, lower direct-to-consumer merchandising revenue at EMP, a decrease in revenue related to the exit of the Company’s non-core owned and operated media properties in connection with the Strategic Restructuring Plan, and an unfavorable impact of foreign currency exchange rates of $2 million. Physical revenue increased by $1 million, or 1%, driven by growth in Japan and the impact of acquisitions, partially offset by the impact of the BMG Termination, and an unfavorable impact of foreign currency exchange rates of $1 million. Top physical releases in the quarter include Mac Miller’s Balloonerism and new releases from ONE OK ROCK and TWICE.
Music Publishing revenues increased by $4 million, or 1%, to $310 million for the three months ended March 31, 2025 from $306 million for the three months ended March 31, 2024. U.S. Music Publishing revenues were $161 million and $170 million, or 52% and 56% of consolidated Music Publishing revenues, for the three months ended March 31, 2025 and March 31, 2024, respectively. International Music Publishing revenues were $149 million and $136 million, or 48% and 44% of consolidated Music Publishing revenues, for the three months ended March 31, 2025 and March 31, 2024, respectively.
The overall increase in Music Publishing revenue was driven by increases in digital, performance, synchronization, and mechanical revenues. Digital revenue increased by $1 million, or 1%, driven by an increase in downloads and other digital revenue of $1 million, while Music Publishing revenue from streaming services remained constant at $185 million for each of the three months ended March 31, 2025 and March 31, 2024, partially offset by an unfavorable impact of foreign currency exchange rates of $2 million. Performance revenue increased by $1 million, or 2%, driven by higher concert revenue, partially offset by an unfavorable impact of foreign currency exchange rates of $2 million. Mechanical revenue increased by $1 million, or 7%, driven by higher physical sales, partially offset by an unfavorable impact of foreign currency exchange rates of $1 million. Synchronization revenue increased by $1 million, or 2%, attributable to higher television and commercial licensing activity, partially offset by the timing of copyright infringement settlements.
Revenue by Geographical Location
U.S. revenue decreased by $20 million, or 3%, to $658 million for the three months ended March 31, 2025 from $678 million for the three months ended March 31, 2024. U.S. Recorded Music revenue decreased by $11 million, or 2%. U.S. Recorded Music digital revenue decreased by $12 million, or 3%, driven by lower streaming revenue of $12 million, or 3%, while download and other digital revenue was flat to the prior-year quarter. U.S. Recorded Music licensing revenue increased by $1 million, or 3%, driven by the timing of licensing settlements. U.S. Recorded Music physical revenue and artist services and expanded-rights revenues remained constant. U.S. Music Publishing revenue decreased by $9 million, or 5%, to $161 million for the three months ended March 31, 2025 from $170 million for the three months ended March 31, 2024. U.S. Music Publishing digital revenue decreased by $9 million, or 8%, attributable to lower streaming revenue of $10 million, or 9%, partially offset by an increase in download and other digital revenue of $1 million. U.S. Music Publishing streaming revenue reflects the impact of digital deal renewals compared to the prior-year quarter. U.S. Music Publishing performance revenue decreased by $1 million, or 5%. U.S. Music Publishing mechanical revenue increased by $2 million, or 67%, during the three months ended March 31, 2025 compared to the three months ended March 31, 2024, and U.S. Music Publishing synchronization revenue remained constant, driven by higher television and commercial licensing activity and the impact of acquisitions, partially offset by the timing of copyright infringement settlements.
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International revenue increased by $10 million, or 1%, to $827 million for the three months ended March 31, 2025 from $817 million for the three months ended March 31, 2024. Excluding the unfavorable impact of foreign currency exchange rates of $27 million, International revenue increased by $37 million, or 5%. International Recorded Music revenue decreased by $3 million, which includes an unfavorable impact of foreign currency exchange rates of $22 million, driven by lower artist services and expanded rights revenue, partially offset by growth across digital and physical revenues. International Recorded Music licensing revenue remained constant driven by licensing deals primarily in Japan, partially offset by the timing of copyright infringement settlements compared to the prior-year quarter. International Recorded Music artist services and expanded-rights revenue decreased by $9 million due to lower direct-to-consumer merchandising revenue at EMP, lower concert promotion revenue primarily in France, and the unfavorable impact of foreign currency exchange rates of $2 million. International Recorded Music digital revenue increased by $5 million, attributable to higher streaming revenue of $9 million, or 2%, which reflects an unfavorable impact of foreign currency exchange rates of $16 million, partially offset by lower download and other digital revenue of $4 million driven by the continued shift to streaming services. Physical revenue increased by $1 million driven by new releases primarily in Japan, partially offset by lower revenue resulting from the BMG Termination and an unfavorable impact of foreign currency exchange rates of $1 million. International Music Publishing revenue increased by $13 million, or 10%, to $149 million for the three months ended March 31, 2025 from $136 million for the three months ended March 31, 2024. International Music Publishing revenue growth was driven by increases in digital revenue of $10 million attributable to growth in streaming, performance revenue of $2 million due to growth from concerts, radio and live events, synchronization revenue of $1 million due to higher television and commercial licensing activity, and other revenue of $1 million. This was partially offset by a decrease in International Music Publishing mechanical revenue of $1 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Cost of revenues
Our cost of revenues was composed of the following amounts (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Artist and repertoire costs $ 531  $ 539  $ (8) -1  %
Product costs 260  252  %
Total cost of revenues $ 791  $ 791  $ —  —  %
Artist and repertoire costs decreased by $8 million, to $531 million for the three months ended March 31, 2025 from $539 million for the three months ended March 31, 2024. Artist and repertoire costs as a percentage of revenue remained constant at 36% for each of the three months ended March 31, 2025 and March 31, 2024.
Product costs increased by $8 million, to $260 million for the three months ended March 31, 2025 from $252 million for the three months ended March 31, 2024. Product costs as a percentage of revenue increased to 18% for the three months ended March 31, 2025 from 17% for the three months ended March 31, 2024 due to revenue mix from lower artist services and expanded-rights revenue, partially offset by higher costs on third-party distributed label revenue and the impact of acquisitions.
Selling, general and administrative expenses
Our selling, general and administrative expenses were composed of the following amounts (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
General and administrative expense (1) $ 276  $ 258  $ 18  %
Selling and marketing expense 157  169  (12) -7  %
Distribution expense 17  19  (2) -11  %
Total selling, general and administrative expense $ 450  $ 446  $ %
______________________________________
(1)Includes depreciation expense of $28 million and $26 million for the three months ended March 31, 2025 and March 31, 2024, respectively.
Total selling, general and administrative expense increased by $4 million, to $450 million for the three months ended March 31, 2025 from $446 million for the three months ended March 31, 2024. Expressed as a percentage of revenue, total selling, general and administrative expense remained constant at 30% for each of the three months ended March 31, 2025 and March 31, 2024 due to the factors noted below.
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General and administrative expense increased by $18 million to $276 million for the three months ended March 31, 2025 from $258 million for the three months ended March 31, 2024. The increase in general and administrative expense was largely due to higher non-cash stock-based compensation costs of $4 million, the impact of acquisitions of $3 million and higher depreciation expense driven by assets placed into service of $2 million, partially offset by savings from the Strategic Restructuring Plan, of which a portion has been reinvested in the Company’s business. Expressed as a percentage of revenue, general and administrative expense increased to 19% for the three months ended March 31, 2025 from 17% for the three months ended March 31, 2024.
Selling and marketing expense decreased by $12 million, or 7%, to $157 million for the three months ended March 31, 2025 from $169 million for the three months ended March 31, 2024. Expressed as a percentage of revenue, selling and marketing expense remained constant at 11% for each of the three months ended March 31, 2025 and March 31, 2024 due to savings from the Strategic Restructuring Plan, of which a portion has been reinvested in the Company’s business.
Distribution expense decreased by $2 million to $17 million for the three months ended March 31, 2025 from $19 million for the three months ended March 31, 2024. Expressed as a percentage of revenue, distribution expense remained constant at 1% for each of the three months ended March 31, 2025 and March 31, 2024.
Reconciliation of Net Income Attributable to Warner Music Group Corp. and Operating Income to Consolidated Adjusted OIBDA
As previously described, we use Adjusted OIBDA as our primary measure of financial performance. The following table reconciles operating income to Adjusted OIBDA, and further provides the components from net income attributable to Warner Music Group Corp. to operating income for purposes of the discussion that follows (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Net income attributable to Warner Music Group Corp. $ 36  $ 96  $ (60) (63) %
Income attributable to noncontrolling interest —  —  —  —  %
Net income 36  96  (60) (63) %
Income tax expense 29  18  11  61  %
Income before income taxes 65  114  (49) (43) %
Other expense (income) 64  (37) 101  —  %
Interest expense, net 39  42  (3) (7) %
Operating income 168  119  49  41  %
Amortization expense 62  57  %
Depreciation expense 28  26  %
Restructuring and impairments 13  95  (82) (86) %
Transformation initiative costs 18  19  (1) (5) %
Net gain on divestitures —  (14) 14  —  %
Non-cash stock-based compensation and other related costs 14  10  40  %
Adjusted OIBDA $ 303  $ 312  $ (9) (3) %
Adjusted OIBDA
Adjusted OIBDA decreased by $9 million to $303 million for the three months ended March 31, 2025 from $312 million for the three months ended March 31, 2024. Expressed as a percentage of total revenue, Adjusted OIBDA margin decreased to 20% for the three months ended March 31, 2025 from 21% for the three months ended March 31, 2024. The decreases in Adjusted OIBDA and Adjusted OIBDA margin are driven by revenue mix, partially offset by the impact of acquisitions and savings from the Strategic Restructuring Plan, a portion of which has been reinvested in the Company’s business.
Non-cash stock-based compensation and other related costs
Our non-cash stock-based compensation and other related costs increased by $4 million to $14 million for the three months ended March 31, 2025 from $10 million for the three months ended March 31, 2024, primarily related to issuance of additional restricted stock units and market-based performance stock units.
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Net gain on divestitures
There was no net gain on divestitures during the three months ended March 31, 2025. Net gain on divestitures during the three months ended March 31, 2024 includes a pre-tax gain of $14 million in connection with the divestiture of certain publishing rights.
Transformation initiative costs
Our transformation initiative costs which include costs associated with our finance transformation decreased by $1 million to $18 million for the three months ended March 31, 2025 from $19 million for the three months ended March 31, 2024.
Restructuring and Impairments
Our restructuring and impairment charges decreased to $13 million for the three months ended March 31, 2025 from $95 million for the three months ended March 31, 2024. The three months ended March 31, 2025 includes severance costs and impairment charges related to the write-off of certain long-form audiovisual production assets recognized in connection with the Strategic Restructuring Plan.
Depreciation expense
Our depreciation expense increased by $2 million to $28 million for the three months ended March 31, 2025 from $26 million for the three months ended March 31, 2024. The increase is primarily due to technology assets being placed into service.
Amortization expense
Our amortization expense increased by $5 million, to $62 million for the three months ended March 31, 2025 from $57 million for the three months ended March 31, 2024. The increase is driven by incremental amortization related to acquisitions of music-related assets, partially offset by certain intangible assets becoming fully amortized.
Operating income
Our operating income increased by $49 million to $168 million for the three months ended March 31, 2025 from $119 million for the three months ended March 31, 2024. In addition to the factors impacting Adjusted OIBDA described above, the increase in operating income was driven by a decrease in restructuring and impairment charges of $82 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 related to the Strategic Restructuring Plan, partially offset by a $14 million net gain on a divestiture in the prior-year quarter, higher amortization expenses of $5 million, and higher non-cash stock-based compensation and other related costs of $4 million.
Interest expense, net
Our interest expense, net, decreased to $39 million for the three months ended March 31, 2025 from $42 million for the three months ended March 31, 2024 due to lower interest rates on variable rate debt.
Other expense (income)
Other expense for the three months ended March 31, 2025 primarily includes foreign currency losses on our Euro-denominated debt of $34 million, currency exchange losses on our intercompany loans of $27 million, and realized and unrealized losses on hedging activity of $6 million. This compares to foreign currency gains on our Euro-denominated debt of $21 million, currency exchange gains on our intercompany loans of $7 million, and realized and unrealized gains on hedging activity of $5 million for the three months ended March 31, 2024.
Income tax expense
Our income tax expense increased by $11 million to $29 million for the three months ended March 31, 2025 from $18 million for the three months ended March 31, 2024. The increase of $11 million in income tax expense is primarily due to the benefit from the winding down of the Company’s owned and operated media properties in the prior year, partially offset by the impact of lower pre-tax income in the current year.
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Net income
Net income decreased by $60 million to $36 million for the three months ended March 31, 2025 from $96 million for the three months ended March 31, 2024 as a result of the factors described above.
Noncontrolling interest
There was no income attributable to noncontrolling interest during the three months ended March 31, 2025 or the three months ended March 31, 2024.
Business Segment Results
Revenues, operating income (loss) and Adjusted OIBDA by business segment were as follows (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Recorded Music
Revenues $ 1,175  $ 1,189  $ (14) -1  %
Operating income 203  134  69  51  %
Adjusted OIBDA
270  272  (2) -1  %
Music Publishing
Revenues 310  306  %
Operating income 52  69  (17) -25  %
Adjusted OIBDA
85  82  %
Corporate expenses and eliminations
Revenue eliminations (1) (1) —  —  %
Operating loss (87) (84) (3) %
Adjusted OIBDA loss
(52) (42) (10) 24  %
Total
Revenues 1,484  1,494  (10) -1  %
Operating income 168  119  49  41  %
Adjusted OIBDA
303  312  (9) -3  %
Recorded Music
Revenues
Recorded Music revenue decreased by $14 million, or 1%, to $1,175 million for the three months ended March 31, 2025 from $1,189 million for the three months ended March 31, 2024.
The overall decrease in Recorded Music revenue was driven by lower revenue across digital and artist services and expanded-rights, partially offset by increases in physical and licensing revenues, as described in the “Total Revenues” and “Revenue by Geographical Location” sections above.
Cost of revenues
Recorded Music cost of revenues was composed of the following amounts (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Artist and repertoire costs $ 339  $ 346  $ (7) -2  %
Product costs 260  252  %
Total cost of revenues $ 599  $ 598  $ —  %
Recorded Music cost of revenues increased by $1 million, to $599 million for the three months ended March 31, 2025 from $598 million for the three months ended March 31, 2024. Expressed as a percentage of Recorded Music revenue, Recorded Music artist and repertoire costs remained constant at 29% for each of the three months ended March 31, 2025 and March 31, 2024.
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Expressed as a percentage of Recorded Music revenue, Recorded Music product costs increased to 22% for the three months ended March 31, 2025 from 21% for the three months ended March 31, 2024, driven by revenue mix from lower artist services and expanded-rights revenue, partially offset by higher costs on third-party distributed label revenue and the impact of acquisitions.
Selling, general and administrative expense
Recorded Music selling, general and administrative expenses were composed of the following amounts (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
General and administrative expense (1) $ 161  $ 155  $ %
Selling and marketing expense 149  163  (14) -9  %
Distribution expense 17  19  (2) -11  %
Total selling, general and administrative expense $ 327  $ 337  $ (10) -3  %
______________________________________
(1)Includes depreciation expense of $13 million for each of the three months ended March 31, 2025 and March 31, 2024.

Recorded Music selling, general and administrative expense decreased by $10 million, to $327 million for the three months ended March 31, 2025 from $337 million for the three months ended March 31, 2024. The increase in general and administrative expense was largely driven by higher non-cash stock-based compensation and other related costs of $3 million, and the impact of acquisitions of $3 million. The decrease in selling and marketing expense was driven by savings from the Strategic Restructuring Plan, a portion of which has been reinvested into the Company’s business. The decrease in distribution expense was primarily driven by revenue mix. Expressed as a percentage of Recorded Music revenue, Recorded Music selling, general and administrative expense remained constant at 28% for each of the three months ended March 31, 2025 and March 31, 2024.
Operating Income and Adjusted OIBDA
Recorded Music operating income increased by $69 million to $203 million for the three months ended March 31, 2025 from $134 million for the three months ended March 31, 2024. In addition to the factors impacting Adjusted OIBDA described below, the increase in operating income was driven by a decrease in restructuring and impairment charges of $75 million compared to the prior-year quarter which includes severance costs and impairment losses recorded in connection with the Strategic Restructuring Plan, partially offset by higher amortization expenses of $1 million related to acquisitions of music-related assets.
Recorded Music Adjusted OIBDA decreased by $2 million to $270 million for the three months ended March 31, 2025 from $272 million for the three months ended March 31, 2024, largely driven by revenue mix and unfavorable movements in foreign currency exchange rates, partially offset by savings from the Strategic Restructuring Plan, of which a portion has been reinvested in the Company’s business. Expressed as a percentage of Recorded Music revenue, Recorded Music Adjusted OIBDA margin remained constant at 23% for each of the three months ended March 31, 2025 and March 31, 2024 due to the factors noted above.
Music Publishing
Revenues
Music Publishing revenues increased by $4 million, or 1%, to $310 million for the three months ended March 31, 2025 from $306 million for the three months ended March 31, 2024.
The overall increase in Music Publishing revenue was driven by growth in digital, performance, synchronization and mechanical revenues, as described in the “Total Revenues” and “Revenue by Geographical Location” sections above.
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Cost of revenues
Music Publishing cost of revenues were composed of the following amounts (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Artist and repertoire costs $ 194  $ 195  $ (1) -1  %
Total cost of revenues $ 194  $ 195  $ (1) -1  %
Music Publishing cost of revenues decreased by $1 million, or 1%, to $194 million for the three months ended March 31, 2025 from $195 million for the three months ended March 31, 2024. Expressed as a percentage of Music Publishing revenue, Music Publishing cost of revenues decreased to 63% for the three months ended March 31, 2025 from 64% for the three months ended March 31, 2024, largely due to revenue mix.
Selling, general and administrative expense
Music Publishing selling, general and administrative expenses were composed of the following amounts (in millions):
For the Three Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
General and administrative expense (1) $ 34  $ 31  $ 10  %
Selling and marketing expense —  —  %
Total selling, general and administrative expense $ 35  $ 31  $ 13  %
______________________________________
(1)Includes depreciation expense of $2 million and $1 million for the three months ended March 31, 2025 and March 31, 2024, respectively.
Music Publishing selling, general and administrative expense increased by $4 million, or 13%, to $35 million for the three months ended March 31, 2025 from $31 million for the three months ended March 31, 2024. Expressed as a percentage of Music Publishing revenue, Music Publishing selling, general and administrative expense increased to 11% for the three months ended March 31, 2025 from 10% for the three months ended March 31, 2024 driven by higher overhead and the impact of acquisitions.
Operating Income and Adjusted OIBDA
Music Publishing operating income decreased by $17 million to $52 million for the three months ended March 31, 2025 from $69 million for the three months ended March 31, 2024, driven by the same factors affecting Adjusted OIBDA discussed below, partially offset by the gain on divestiture of $14 million in the prior-year quarter, as well as an increase in depreciation and amortization expense of $5 million for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.
Music Publishing Adjusted OIBDA increased by $3 million, or 4%, to $85 million for the three months ended March 31, 2025 from $82 million for the three months ended March 31, 2024, driven by the impact of acquisitions of $3 million. Expressed as a percentage of Music Publishing revenue, Music Publishing Adjusted OIBDA margin remained constant at 27% for each of the three months ended March 31, 2025 and March 31, 2024.
Corporate Expenses and Eliminations
Our operating loss from corporate expenses and eliminations increased by $3 million for the three months ended March 31, 2025 to $87 million from $84 million for the three months ended March 31, 2024, driven by incremental investment in technology and higher depreciation expense of $1 million, partially offset by restructuring and impairment charges of $7 million recorded in the prior-year quarter in connection with the Strategic Restructuring Plan, and lower expenses related to transformation initiatives of $1 million.
Our Adjusted OIBDA loss from corporate expenses and eliminations increased by $10 million for the three months ended March 31, 2025 to $52 million from $42 million for the three months ended March 31, 2024, primarily due to the operating loss factors noted above.
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RESULTS OF OPERATIONS
Six Months Ended March 31, 2025 Compared with Six Months Ended March 31, 2024
Consolidated Results
Revenues
Our revenues were composed of the following amounts (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Revenue by Type
Digital $ 1,714  $ 1,756  $ (42) -2  %
Physical 278  265  13  %
Total digital and physical
1,992  2,021  (29) -1  %
Artist services and expanded-rights 313  330  (17) -5  %
Licensing 215  283  (68) -24  %
Total Recorded Music 2,520  2,634  (114) -4  %
Performance 109  103  %
Digital 395  383  12  %
Mechanical 30  30  —  —  %
Synchronization 88  87  %
Other 11  57  %
Total Music Publishing 633  610  23  %
Intersegment eliminations (3) (2) (1) 50  %
Total revenues
$ 3,150  $ 3,242  $ (92) -3  %
Revenue by Geographical Location
U.S. Recorded Music $ 1,029  $ 1,135  $ (106) -9  %
U.S. Music Publishing 334  342  (8) -2  %
Total U.S. 1,363  1,477  (114) -8  %
International Recorded Music 1,491  1,499  (8) -1  %
International Music Publishing 299  268  31  12  %
Total international
1,790  1,767  23  %
Intersegment eliminations (3) (2) (1) 50  %
Total revenues
$ 3,150  $ 3,242  $ (92) -3  %
Total Revenues
Total revenues decreased by $92 million, or 3%, to $3,150 million for the six months ended March 31, 2025 from $3,242 million for the six months ended March 31, 2024. The prior year included $75 million from a licensing agreement extension for an artist’s catalog (the “Licensing Extension”) in Recorded Music licensing revenue and $30 million of Recorded Music streaming revenue from a deal with one of the Company’s digital partners (the “Digital License Renewal”), which resulted in upfront revenue recognition for the six months ended March 31, 2024. Revenue growth was also unfavorably impacted by the BMG Termination, which resulted in $32 million lower Recorded Music revenue compared to the six months ended March 31, 2024, of which $16 million was in streaming revenue and $16 million was in physical revenue. Adjusted for these items, total revenues increased 1%, which includes $46 million of unfavorable currency exchange fluctuations. Prior to intersegment eliminations, Recorded Music and Music Publishing revenues represented 80% and 20% of total revenues for the six months ended March 31, 2025, respectively, and 81% and 19% of total revenues for the six months ended March 31, 2024, respectively. Prior to intersegment eliminations, U.S. and international revenues represented 43% and 57% for the six months ended March 31, 2025, respectively, and 46% and 54% for the six months ended March 31, 2024, respectively.
Total digital revenues after intersegment eliminations decreased by $30 million, or 1%, to $2,109 million for the six months ended March 31, 2025 from $2,139 million for the six months ended March 31, 2024. Excluding the BMG Termination and the Digital License Renewal, total digital revenues increased 1%. Total streaming revenue decreased 1% driven by Recorded Music, partially offset by growth in Music Publishing. Total digital revenues represented 67% of consolidated revenues for the six months ended March 31, 2025, from 66% for the six months ended March 31, 2024.
35


Prior to intersegment eliminations, total digital revenues for the six months ended March 31, 2025 were composed of U.S. revenues of $998 million and international revenues of $1,111 million, or 47% and 53% of total digital revenues, respectively. Prior to intersegment eliminations, total digital revenues for the six months ended March 31, 2024 were composed of U.S. revenues of $1,047 million and international revenues of $1,092 million, or 49% and 51% of total digital revenues, respectively.
Recorded Music revenues decreased by $114 million, or 4%, to $2,520 million for the six months ended March 31, 2025 from $2,634 million for the six months ended March 31, 2024. The decrease includes $38 million of unfavorable currency exchange fluctuations. U.S. Recorded Music revenues were $1,029 million and $1,135 million, or 41% and 43% of consolidated Recorded Music revenues, for the six months ended March 31, 2025 and March 31, 2024, respectively. International Recorded Music revenues were $1,491 million and $1,499 million, or 59% and 57% of consolidated Recorded Music revenues for the six months ended March 31, 2025 and March 31, 2024, respectively.
The overall decrease in Recorded Music revenue was driven by decreases in digital, licensing, and artist services and expanded-rights revenues, partially offset by an increase in physical revenue. Digital revenue decreased by $42 million, or 2%, which includes an unfavorable impact of currency exchange fluctuations of $30 million. Revenue from streaming services fell by $36 million, or 2%, to $1,679 million for the six months ended March 31, 2025 from $1,715 million for the six months ended March 31, 2024. The decrease in streaming revenue reflects the unfavorable impact of the Digital License Renewal of $30 million, the BMG Termination of $16 million, and the unfavorable impact of foreign currency exchange rates of $29 million. Excluding the BMG Termination and the Digital License Renewal, streaming revenue increased 1%, driven by the impact of price increases in the prior year, the timing of deal renewals, and content delivery with certain emerging streaming platforms in the prior year. Download and other digital revenues decreased by $6 million, or 15%, to $35 million for the six months ended March 31, 2025 from $41 million for the six months ended March 31, 2024 primarily due to the continued shift to streaming services. Licensing revenue decreased by $68 million, or 24%, primarily driven by $75 million from the Licensing Extension in the prior year. Artist services and expanded-rights revenue decreased by $17 million attributable to lower concert promotion revenue, lower direct-to-consumer merchandising revenue at EMP, and a decrease in revenue related to the exit of the Company’s non-core owned and operated media properties in connection with the Strategic Restructuring Plan. Physical revenue increased by $13 million, or 5%, which includes the unfavorable impact of the BMG Termination of $16 million. Excluding the BMG Termination, physical revenue increased 12%, driven by releases from Linkin Park, Mariya Takeuchi, Hwang Young Woong, ROSÉ, and MISAMO, and includes an unfavorable impact of foreign currency exchange rates of $2 million.
Music Publishing revenues increased by $23 million, or 4%, to $633 million for the six months ended March 31, 2025 from $610 million for the six months ended March 31, 2024. U.S. Music Publishing revenues were $334 million and $342 million, or 53% and 56% of consolidated Music Publishing revenues, for the six months ended March 31, 2025 and March 31, 2024, respectively. International Music Publishing revenues were $299 million and $268 million, or 47% and 44% of Music Publishing revenues, for the six months ended March 31, 2025 and March 31, 2024, respectively.
The overall increase in Music Publishing revenue was attributable to increases in digital revenue of $12 million, or 3%, performance revenue of $6 million, or 6%, other publishing revenue of $4 million, and synchronization revenue of $1 million. Mechanical revenue remained constant. The increase in digital revenue was primarily driven by continued growth in streaming revenue. Revenue from streaming services grew by $12 million, or 3%, to $390 million for the six months ended March 31, 2025 from $378 million for the six months ended March 31, 2024, reflecting the continued market growth, partially offset by an unfavorable impact of foreign currency exchange rates of $4 million. The growth in performance revenue is attributable to growth from concerts, radio and live events, and the growth in synchronization revenue is attributable to the timing of copyright infringement settlements.
Revenue by Geographical Location
U.S. revenue decreased by $114 million, or 8%, to $1,363 million for the six months ended March 31, 2025 from $1,477 million for the six months ended March 31, 2024. U.S. Recorded Music revenue decreased by $106 million, or 9%, primarily driven by a decrease in licensing revenue of $68 million largely attributable to $75 million from the Licensing Extension in the prior year. The decrease in U.S. Recorded Music revenue was also attributable to lower digital revenues, partially offset by growth in U.S. Recorded Music physical and artist services and expanded-rights revenue. U.S. Recorded Music digital revenue decreased by $40 million, or 5%, which reflects lower streaming revenue of $38 million, or 5%, and lower download and other digital revenue of $2 million, or 10%. The decrease in streaming revenue is largely attributable to the unfavorable impact of the BMG Termination compared to the prior year. U.S Recorded Music physical revenue increased by $8 million, or 7%, driven by strong releases in the current year as well as catalog and carryover success. U.S. Recorded Music artist services and expanded-rights revenue increased by $1 million, or 1%, driven by the impact of acquisitions, partially offset by a decrease in revenue related to the exit of the Company’s non-core owned and operated media properties in the prior year in connection with the Strategic Restructuring Plan. U.S. Music Publishing revenue decreased by $8 million, or 2%, to $334 million for the six months ended March 31, 2025 from $342 million for the six months ended March 31, 2024. U.S. Music Publishing digital revenue decreased by $9 million, attributable to lower streaming revenue of $9 million, or 4%, while download and other digital revenue remained constant. This was partially offset by growth in U.S.
36


Music Publishing mechanical revenue of $2 million driven by higher physical revenue. U.S. Music Publishing synchronization revenue and performance revenue remained constant for the six months ended March 31, 2025 compared to the six months ended March 31, 2024.

International revenue increased by $23 million, or 1%, to $1,790 million for the six months ended March 31, 2025 from $1,767 million for the six months ended March 31, 2024. Excluding the unfavorable impact of foreign currency exchange rates of $45 million, International revenue increased by $68 million, or 4%. International Recorded Music revenue decreased by $8 million, driven by decreases in artist services and expanded-rights revenue of $18 million and digital revenue of $2 million, partially offset by increases in licensing revenue of $7 million and physical revenue of $5 million. International Recorded Music artist services and expanded-rights revenue decreased by $18 million due to lower direct-to-consumer merchandising revenue at EMP, lower concert promotion revenue primarily in France, and the unfavorable impact of foreign currency exchange rates of $4 million. International Recorded Music digital revenue decreased by $2 million, attributable to lower download and other digital revenue of $4 million, partially offset by higher streaming revenue of $2 million, which reflects the unfavorable impacts of the BMG Termination and the Digital License Renewal in the prior year, and an unfavorable impact of foreign currency exchange rates of $29 million. International Recorded Music licensing revenue increased by $7 million, driven by higher licensing activity primarily in Japan, the timing of copyright infringement settlements, and unfavorable foreign currency exchange rates of $2 million. International Recorded Music physical revenue increased by $5 million, driven by strength of new releases primarily in Japan, partially offset by an unfavorable impact of foreign currency exchange rates of $2 million. International Music Publishing revenue increased by $31 million, or 12%, to $299 million for the six months ended March 31, 2025 from $268 million for the six months ended March 31, 2024. This was driven by increases in digital revenue of $21 million, performance revenue of $6 million driven by higher touring revenue, other publishing revenue of $5 million, and synchronization of $1 million, partially offset by lower mechanical revenue of $2 million. International Music Publishing digital growth is primarily driven by streaming revenue growth of $21 million, or 15%, while International Music Publishing downloads and other digital revenue remained constant for the six months ended March 31, 2025 compared to the six months ended March 31, 2024.
Cost of revenues
Our cost of revenues was composed of the following amounts (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Artist and repertoire costs $ 1,105  $ 1,079  $ 26  %
Product costs 580  592  (12) -2  %
Total cost of revenues $ 1,685  $ 1,671  $ 14  %
Artist and repertoire costs increased by $26 million, to $1,105 million for the six months ended March 31, 2025 from $1,079 million for the six months ended March 31, 2024. Artist and repertoire costs as a percentage of revenue increased to 35% for the six months ended March 31, 2025 from 33% for the six months ended March 31, 2024, primarily due to revenue mix compared to the six months ended March 31, 2024, which included items with upfront revenue recognition without associated artist and repertoire costs, and unfavorable movements in currency exchange rates.
Product costs decreased by $12 million, to $580 million for the six months ended March 31, 2025 from $592 million for the six months ended March 31, 2024. Product costs as a percentage of revenue remained constant at 18% for each of the six months ended March 31, 2025 and March 31, 2024, primarily due to the impact of the Licensing Extension, revenue mix and the BMG Termination.
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Selling, general and administrative expenses
Our selling, general and administrative expenses were composed of the following amounts (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
General and administrative expense (1) $ 560  $ 527  $ 33  %
Selling and marketing expense 315  345  (30) -9  %
Distribution expense 49  50  (1) -2  %
Total selling, general and administrative expense $ 924  $ 922  $ —  %
______________________________________
(1)Includes depreciation expense of $57 million and $52 million for the six months ended March 31, 2025 and March 31, 2024, respectively.
Total selling, general and administrative expense increased by $2 million, to $924 million for the six months ended March 31, 2025 from $922 million for the six months ended March 31, 2024. Expressed as a percentage of revenue, total selling, general and administrative expense increased to 29% for the six months ended March 31, 2025 from 28% for the six months ended March 31, 2024 due to the factors noted below.
General and administrative expense increased by $33 million to $560 million for the six months ended March 31, 2025 from $527 million for the six months ended March 31, 2024. The increase in general and administrative expense was driven by higher non-cash stock-based compensation expense of $9 million, higher depreciation expense related to technology assets of $5 million, and unfavorable movements in foreign currency exchange rates of $8 million, offset by lower expenses related to transformation initiatives and related costs of $3 million, the impact of acquisitions, and savings from the Strategic Restructuring Plan, of which a portion has been reinvested into the Company’s business. Expressed as a percentage of revenue, general and administrative expense increased to 18% for the six months ended March 31, 2025 from 16% for the six months ended March 31, 2024 due to the factors noted above.
Selling and marketing expense decreased by $30 million, or 9%, to $315 million for the six months ended March 31, 2025 from $345 million for the six months ended March 31, 2024. Expressed as a percentage of revenue, selling and marketing expense decreased to 10% for the six months ended March 31, 2025, from 11% for the six months ended March 31, 2024 due to lower variable marketing spend and savings from the Strategic Restructuring Plan, of which a portion has been reinvested in the Company’s business.
Distribution expense decreased by $1 million to $49 million for the six months ended March 31, 2025 from $50 million for the six months ended March 31, 2024. Expressed as a percentage of revenue, distribution expense remained constant at 2% for each of the six months ended March 31, 2025 and March 31, 2024.
38


Reconciliation of Net Income Attributable to Warner Music Group Corp. and Operating Income to Consolidated Adjusted OIBDA
As previously described, we use Adjusted OIBDA as our primary measure of financial performance. The following table reconciles operating income to Adjusted OIBDA, and further provides the components from net income attributable to Warner Music Group Corp. to operating income for purposes of the discussion that follows (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Net income attributable to Warner Music Group Corp. $ 272  $ 255  $ 17  %
Income attributable to noncontrolling interest 34  (29) -85  %
Net income 277  289  (12) -4  %
Income tax expense 118  90  28  31  %
Income before income taxes 395  379  16  %
Other (income) expense (89) 13  (102) —  %
Interest expense, net 76  81  (5) -6  %
Operating income 382  473  (91) -19  %
Amortization expense 119  112  %
Depreciation expense 57  52  10  %
Restructuring and impairments 40  95  (55) -58  %
Transformation initiatives and other related costs 35  38  (3) -8  %
Net gain on divestitures —  (31) 31  -100  %
Non-cash stock-based compensation and other related costs 33  24  38  %
Adjusted OIBDA $ 666  $ 763  $ (97) -13  %
Adjusted OIBDA
Adjusted OIBDA decreased by $97 million to $666 million for the six months ended March 31, 2025 as compared to $763 million for the six months ended March 31, 2024. Expressed as a percentage of total revenue, Adjusted OIBDA margin decreased to 21% for the six months ended March 31, 2025 from 24% for the six months ended March 31, 2024. The decreases in Adjusted OIBDA and Adjusted OIBDA margin are driven by the $74 million impact of the Licensing Extension in the prior year and the $12 million impact of the Digital License Renewal in the prior year, as well as revenue mix and unfavorable movements in currency exchange rates, partially offset by savings from the Strategic Restructuring Plan, a portion of which has been reinvested in the Company’s business.
Non-cash stock-based compensation and other related costs
Our non-cash stock-based compensation and other related costs increased by $9 million to $33 million for the six months ended March 31, 2025 from $24 million for the six months ended March 31, 2024, primarily related to issuance of additional restricted stock units and market-based performance stock units.
Net gain on divestitures
There was no net gain on divestitures during the six months ended March 31, 2025. During the six months ended March 31, 2024, the Company recognized a pre-tax gain of $31 million in connection with the divestiture of certain sound recording and publishing rights.
Transformation initiatives and other related costs
Our transformation initiatives and other related costs decreased by $3 million to $35 million for the six months ended March 31, 2025 from $38 million for the six months ended March 31, 2024.
Restructuring and Impairments
Our restructuring and impairment charges decreased by $55 million to $40 million for the six months ended March 31, 2025 from $95 million for the six months ended March 31, 2024. The current year includes severance costs of approximately $8 million, and approximately $32 million of impairment losses related to the Strategic Restructuring Plan. Impairment charges recognized during the current year primarily relate to the write-off of certain long-form audiovisual production assets and lease termination costs for office closures.
39


The six months ended March 31, 2024 includes severance costs of approximately $45 million, and $50 million of impairment losses primarily related to the Strategic Restructuring Plan.
Depreciation expense
Our depreciation expense increased by $5 million to $57 million for the six months ended March 31, 2025 from $52 million for the six months ended March 31, 2024. This increase is primarily due to an increase in IT assets being placed into service.
Amortization expense
Our amortization expense increased by $7 million, or 6%, to $119 million for the six months ended March 31, 2025 from $112 million for the six months ended March 31, 2024. The increase is driven by incremental amortization related to acquisitions of music-related assets, partially offset by certain intangible assets becoming fully amortized.
Operating income
Our operating income decreased by $91 million to $382 million for the six months ended March 31, 2025 from $473 million for the six months ended March 31, 2024. The decrease in operating income was due to the same factors affecting Adjusted OIBDA discussed above, as well as higher depreciation expenses primarily due to an increase in technology assets being placed into service and a $31 million net gain on divestitures in the prior year, partially offset by lower restructuring and impairment charges as noted above.
Interest expense, net
Our interest expense, net, decreased to $76 million for the six months ended March 31, 2025 from $81 million for the six months ended March 31, 2024 due to lower interest rates on variable rate debt.
Other (income) expense
Other income for the six months ended March 31, 2025 primarily includes foreign currency gains on our Euro-denominated debt of $27 million, currency exchange gains on our intercompany loans of $19 million, realized gains on the sale of an investment of $29 million, and realized and unrealized gains on hedging activity of $9 million. This compares to foreign currency losses on our Euro-denominated debt of $19 million and currency exchange losses on the Company’s intercompany loans of $2 million for the six months ended March 31, 2024.
Income tax expense
Our income tax expense increased by $28 million to $118 million for the six months ended March 31, 2025 from $90 million for the six months ended March 31, 2024. The increase of $28 million in income tax expense is primarily due to the impact of higher pre-tax income in the current year and benefit from the winding down of the Company’s owned and operated media properties in the prior year.
Net income
Net income decreased by $12 million to $277 million for the six months ended March 31, 2025 from $289 million for the six months ended March 31, 2024 as a result of the factors described above.
Noncontrolling interest
Income attributable to noncontrolling interest decreased by $29 million to $5 million for the six months ended March 31, 2025 from $34 million for the six months ended March 31, 2024, driven by lower income from non-wholly-owned subsidiaries in the current year, primarily due to the impact of the Licensing Extension in the prior year.
40


Business Segment Results
Revenues, operating income (loss) and Adjusted OIBDA by business segment were as follows (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Recorded Music
Revenues $ 2,520  $ 2,634  $ (114) -4  %
Operating income 441  508  (67) -13  %
Adjusted OIBDA
593  684  (91) -13  %
Music Publishing
Revenues $ 633  $ 610  $ 23  %
Operating income 107  132  (25) -19  %
Adjusted OIBDA
168  168  —  —  %
Corporate expenses and eliminations
Revenue eliminations $ (3) $ (2) $ (1) 50  %
Operating loss (166) (167) -1  %
Adjusted OIBDA loss
(95) (89) (6) %
Total
Revenues $ 3,150  $ 3,242  $ (92) -3  %
Operating income 382  473  (91) -19  %
Adjusted OIBDA
666  763  (97) -13  %
Recorded Music
Revenues
Recorded Music revenue decreased by $114 million, or 4%, to $2,520 million for the six months ended March 31, 2025 from $2,634 million for the six months ended March 31, 2024. U.S. Recorded Music revenues were $1,029 million and $1,135 million, or 41% and 43% of consolidated Recorded Music revenues, for the six months ended March 31, 2025 and March 31, 2024, respectively. International Recorded Music revenues were $1,491 million and $1,499 million, or 59% and 57% of consolidated Recorded Music revenues, for the six months ended March 31, 2025 and March 31, 2024, respectively.
The overall decrease in Recorded Music revenue was driven by decreases in digital, licensing and artist services and expanded-rights revenues revenues, partially offset by an increase in physical revenue, as described in the “Total Revenues” and “Revenue by Geographical Location” sections above.
Cost of revenues
Recorded Music cost of revenues was composed of the following amounts (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Artist and repertoire costs $ 705  $ 696  $ %
Product costs 580  592  (12) -2  %
Total cost of revenues $ 1,285  $ 1,288  $ (3) —  %
Recorded Music cost of revenues decreased by $3 million, to $1,285 million for the six months ended March 31, 2025 from $1,288 million for the six months ended March 31, 2024. Expressed as a percentage of Recorded Music revenue, Recorded Music artist and repertoire costs increased to 28% for the six months ended March 31, 2025, from 26% for the six months ended March 31, 2024 primarily driven by revenue mix compared to the six months ended March 31, 2024, which included items with upfront revenue recognition without associated artist and repertoire costs, and unfavorable movements in currency exchange rates. Expressed as a percentage of Recorded Music revenue, Recorded Music product costs increased to 23% for the six months ended March 31, 2025 from 22% for the six months ended March 31, 2024, primarily due to the impact of the Licensing Extension in the prior year and an unfavorable impact of foreign currency exchange rates in the current year.
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Selling, general and administrative expense
Recorded Music selling, general and administrative expenses were composed of the following amounts (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
General and administrative expense (1) $ 341  $ 318  $ 23  %
Selling and marketing expense 300  333  (33) -10  %
Distribution expense 49  50  (1) -2  %
Total selling, general and administrative expense $ 690  $ 701  $ (11) -2  %
______________________________________
(1)Includes depreciation expense of $28 million and $26 million for the six months ended March 31, 2025 and March 31, 2024, respectively.
Recorded Music selling, general and administrative expense decreased by $11 million, to $690 million for the six months ended March 31, 2025 from $701 million for the six months ended March 31, 2024. The increase in general and administrative expense was primarily due to unfavorable movements in foreign currency exchange rates of $7 million, the impact of acquisitions, and higher non-cash stock-based compensation and other related expenses of $7 million. This is partially offset by savings from the Strategic Restructuring Plan, a portion of which has been reinvested into the Company’s business. The decrease in selling and marketing expense was primarily due to lower variable marketing spend and savings from the Strategic Restructuring Plan. The decrease in distribution expense was primarily due to revenue mix. Expressed as a percentage of Recorded Music revenue, Recorded Music selling, general and administrative expense remained constant at 27% for each of the six months ended March 31, 2025 and March 31, 2024.
Operating Income and Adjusted OIBDA
Recorded Music operating income decreased by $67 million to $441 million for the six months ended March 31, 2025 from $508 million for the six months ended March 31, 2024. In addition to the factors impacting Recorded Music Adjusted OIBDA noted below, the decrease in operating income was driven by a $17 million net gain on divestitures recognized in the prior year, $41 million of restructuring and non-cash impairment charges related to the Strategic Restructuring Plan compared to $88 million recognized in the prior year, higher non-cash stock-based compensation expense and other related costs of $7 million and higher depreciation expense of $2 million, partially offset by lower amortization expense of $3 million.
Recorded Music Adjusted OIBDA decreased by $91 million, to $593 million for the six months ended March 31, 2025 from $684 million for the six months ended March 31, 2024, largely driven by the impact of the Licensing Extension of $74 million in the prior year, the Digital License Renewal of $12 million in the prior year, and the impact of unfavorable movements in foreign currency exchange rates, partially offset by savings from the Strategic Restructuring Plan, of which a portion has been reinvested in the Company’s business. Expressed as a percentage of Recorded Music revenue, Recorded Music Adjusted OIBDA margin decreased to 24% for the six months ended March 31, 2025 from 26% for the six months ended March 31, 2024, due to the factors noted above.
Music Publishing
Revenues
Music Publishing revenues increased by $23 million, or 4%, to $633 million for the six months ended March 31, 2025 from $610 million for the six months ended March 31, 2024. U.S. Music Publishing revenues were $334 million and $342 million, or 53% and 56% of consolidated Music Publishing revenues, for the six months ended March 31, 2025 and March 31, 2024, respectively. International Music Publishing revenues were $299 million and $268 million, or 47% and 44% of consolidated Music Publishing revenues, for the six months ended March 31, 2025 and March 31, 2024, respectively.
The overall increase in Music Publishing revenue was driven by growth across digital, performance, synchronization and other publishing revenues, as described in the “Total Revenues” and “Revenue by Geographical Location” sections above.
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Cost of revenues
Music Publishing cost of revenues were composed of the following amounts (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
Artist and repertoire costs $ 404  $ 386  $ 18  %
Total cost of revenues $ 404  $ 386  $ 18  %
Music Publishing cost of revenues increased by $18 million, or 5%, to $404 million for the six months ended March 31, 2025 from $386 million for the six months ended March 31, 2024. Expressed as a percentage of Music Publishing revenue, Music Publishing cost of revenues increased to 64% for the six months ended March 31, 2025 from 63% for the six months ended March 31, 2024 largely due to revenue mix and unfavorable movements in foreign currency exchange rates.
Selling, general and administrative expense
Music Publishing selling, general and administrative expenses were composed of the following amounts (in millions):
For the Six Months Ended
March 31,
2025 vs. 2024
2025 2024 $ Change % Change
General and administrative expense (1) $ 65  $ 60  $ %
Selling and marketing expense —  —  %
Total selling, general and administrative expense $ 67  $ 60  $ 12  %
______________________________________
(1)Includes depreciation expense of $3 million and $2 million for the six months ended March 31, 2025 and March 31, 2024, respectively.
Music Publishing selling, general and administrative expense increased to $67 million for the six months ended March 31, 2025 from $60 million for the six months ended March 31, 2024. Expressed as a percentage of Music Publishing revenue, Music Publishing selling, general and administrative expense increased to 11% for the six months ended March 31, 2025 from 10% for the six months ended March 31, 2024 largely due to revenue mix and the unfavorable movements in foreign currency exchange rates.
Operating Income and Adjusted OIBDA
Music Publishing operating income decreased by $25 million to $107 million for the six months ended March 31, 2025 from $132 million operating income for the six months ended March 31, 2024 largely due to the factors that impacted Music Publishing Adjusted OIBDA noted below, as well as a $14 million net gain on a divestiture recognized in the prior year.
Music Publishing Adjusted OIBDA remained constant for the six months ended March 31, 2025 and the six months ended March 31, 2024. Expressed as a percentage of Music Publishing revenue, Music Publishing Adjusted OIBDA margin decreased to 27% for the six months ended March 31, 2025 from 28% for the six months ended March 31, 2024, primarily driven by revenue mix and the unfavorable movements in foreign currency exchange rates.
Corporate Expenses and Eliminations
Our operating loss from corporate expenses and eliminations decreased by $1 million to $166 million for the six months ended March 31, 2025 from $167 million for the six months ended March 31, 2024, primarily due to lower expenses related to transformation initiatives and related costs of $3 million, lower restructuring and impairment charges associated with the Strategic Restructuring Plan of $8 million, partially offset by higher non-cash stock-based compensation and other related expenses of $1 million, incremental investment in technology and higher depreciation expense of $2 million.
Our Adjusted OIBDA loss from corporate expenses and eliminations increased by $6 million to $95 million for the six months ended March 31, 2025 from $89 million for the six months ended March 31, 2024 primarily due to the operating loss factors noted above.
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FINANCIAL CONDITION AND LIQUIDITY
Financial Condition at March 31, 2025
At March 31, 2025, we had $4.292 billion of debt (which is net of $39 million of premiums, discounts and deferred financing costs), $637 million of cash and equivalents (net debt of $3.655 billion, defined as total debt, less cash and equivalents and premiums, discounts and deferred financing costs) and $567 million of Warner Music Group Corp. equity. This compares to $4.014 billion of debt (which is net of $34 million of premiums, discounts and deferred financing costs), $694 million of cash and equivalents (net debt of $3.320 billion) and $518 million of Warner Music Group Corp. equity at September 30, 2024.
Cash Flows
The following table summarizes our historical cash flows (in millions). The financial data for the six months ended March 31, 2025 and March 31, 2024 are unaudited and have been derived from our condensed consolidated interim financial statements included elsewhere herein.
Six Months Ended
March 31,
2025 2024
Cash provided by (used in):
Operating activities $ 401  $ 262 
Investing activities (202) (125)
Financing activities (248) (190)
Operating Activities
Cash provided by operating activities was $401 million for the six months ended March 31, 2025 as compared with cash provided by operating activities of $262 million for the six months ended March 31, 2024. The $139 million increase in cash provided by operating activities was largely a result of movement in deferred revenue due to timing of digital advances and other movements within working capital, including the timing of variable compensation payments.
Investing Activities
Cash used in investing activities was $202 million for the six months ended March 31, 2025 as compared with cash used in investing activities of $125 million for the six months ended March 31, 2024. The $202 million of cash used in investing activities in the six months ended March 31, 2025 consisted of $46 million relating to investments and acquisitions of businesses, $120 million to acquire music-related assets and $72 million relating to capital expenditures, partially offset by $36 million of proceeds from the sale of investments. The $125 million of cash used in investing activities in the six months ended March 31, 2024 consisted of $17 million relating to investments and acquisitions of businesses, $82 million to acquire music-related assets, and $55 million relating to capital expenditures, partially offset by $17 million of proceeds from divestitures and $12 million of proceeds from the sale of investments.
Financing Activities
Cash used in financing activities was $248 million for the six months ended March 31, 2025 as compared with cash used in financing activities of $190 million for the six months ended March 31, 2024. The $248 million of cash used in financing activities for the six months ended March 31, 2025 consisted of dividends paid of $189 million, payment of deferred consideration of $23 million, distributions to noncontrolling interest holders of $8 million, taxes paid related to net share settlement of restricted stock units and common stock of $19 million, common stock repurchased and retired of $2 million and other financing activity of $7 million. The $190 million of cash used in financing activities for the six months ended March 31, 2024 consisted of dividends paid of $178 million and distributions to noncontrolling interest holders of $5 million, taxes paid related to net share settlement of restricted stock units and common stock of $5 million and deferred financing costs paid of $2 million.
Liquidity
Our primary sources of liquidity are the cash flows generated from our subsidiaries’ operations, available cash and equivalents and funds available for drawing under our Revolving Credit Facility. These sources of liquidity are needed to fund our debt service requirements, working capital requirements, capital expenditure requirements, strategic acquisitions and investments, and dividends, prepayments of debt, repurchases or retirement of our outstanding debt or notes or repurchases of our outstanding equity securities in open market purchases, privately negotiated purchases or otherwise, we may elect to pay or make in the future. We maintain our cash in various banks and other financial institutions around the world, and in some cases those cash deposits are in excess of FDIC or other deposit insurance.
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In the event of a bank failure or receivership, we may not have access to those cash deposits in excess of the relevant deposit insurance, which could have an adverse effect on our liquidity and financial performance.
We believe that our primary sources of liquidity will be sufficient to support our existing operations over the next twelve months.

Debt Capital Structure
Since Access acquired us in 2011, we have sought to extend the maturity dates on our outstanding indebtedness, reduce interest expense and improve our debt ratings. For example, our S&P corporate credit rating improved from B in 2017 to BBB- in August 2024 with a stable outlook, and our Moody’s corporate family rating improved from B1 in 2016 to Ba1 in March 2025 with a positive outlook updated in March 2025. In September 2024, Fitch assigned us a BBB- long-term credit rating with a stable outlook. In addition, our weighted-average interest rate on our outstanding indebtedness has decreased from 10.5% in 2011 to 4.1% as of March 31, 2025. Our nearest-term maturity date is in 2028. Subject to market conditions, we expect to continue to take opportunistic steps to extend our maturity dates and reduce related interest expense. From time to time, we may incur additional indebtedness for, among other things, working capital, repurchasing, redeeming or tendering for existing indebtedness and acquisitions or other strategic transactions.
Repurchase Program
On November 14, 2024, the Company’s board of directors authorized a new $100 million share repurchase program (the “Share Repurchase Program”), which is intended to offset dilution from the Omnibus Incentive Plan. The $100 million share repurchase authorization does not obligate the Company to purchase any shares and the Share Repurchase Program does not have a fixed expiration date.
We did not repurchase any common shares during the three months ended March 31, 2025. The Company repurchased and retired 60,383 shares for $2 million during the six months ended March 31, 2025.
Existing Debt as of March 31, 2025
As of March 31, 2025, our long-term debt was as follows (in millions):
Revolving Credit Facility (a) $ — 
Senior Term Loan Facility due 2031 1,295 
2.750% Senior Secured Notes due 2028
352 
3.750% Senior Secured Notes due 2029
540 
3.875% Senior Secured Notes due 2030
535 
2.250% Senior Secured Notes due 2031
481 
3.000% Senior Secured Notes due 2031
800 
Mortgage Term Loan due 2033 17 
Total debt, including the current portion 4,020 
Premium less unamortized discount and unamortized DFCs (30)
Total Acquisition Corp. long-term debt, including the current portion, net $ 3,990 
Tempo Asset-Based Notes due 2050 311 
Unamortized discount
(9)
Total asset-based long-term debt, including the current portion, net (b)
$ 302 
Total long-term debt, including the current portion, net $ 4,292 
______________________________________
(a)Reflects $350 million of commitments under the Revolving Credit Facility available at March 31, 2025, less letters of credit outstanding of approximately $2 million at March 31, 2025. There were one loan outstanding under the Revolving Credit Facility at March 31, 2025.
(b)The Asset-Based Notes are secured only by certain music rights owned by Tempo and are nonrecourse to the Company and its subsidiaries, other than Tempo.
For further discussion of our debt agreements, see “Liquidity” in the “Financial Condition and Liquidity” section of our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
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Dividends
The Company’s ability to pay dividends may be restricted by covenants in the credit agreement for the Revolving Credit Facility which are currently suspended but which will be reinstated if Acquisition Corp.’s Total Indebtedness to EBITDA Ratio increases above 3.50:1.00 and the term loans do not achieve an investment grade rating.
The Company intends to pay quarterly cash dividends to holders of its Class A Common Stock and Class B Common Stock. The declaration of each dividend will continue to be at the discretion of the Company’s board of directors and will depend on the Company’s financial condition, earnings, liquidity and capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors that the Company’s board of directors deems relevant in making such a determination. Therefore, there can be no assurance that the Company will pay any dividends to holders of the Company’s common stock, or as to the amount of any such dividends.
On February 14, 2025, the Company’s board of directors declared a cash dividend of $0.18 per share on the Company’s Class A Common Stock and Class B Common Stock, as well as related payments under certain stock-based compensation plans, which was paid to stockholders on March 4, 2025. The Company paid an aggregate of approximately $95 million and $189 million, or $0.18 and $0.36 per share, in cash dividends to stockholders and participating security holders for the three and six months ended March 31, 2025, respectively.
Covenant Compliance
The Company was in compliance with its covenants under its outstanding notes, the Revolving Credit Facility and the Senior Term Loan Facility as of March 31, 2025.
On January 18, 2019, we delivered a notice to the trustee under the 2012 Secured Indenture and 2014 Unsecured Indenture changing the Fixed GAAP Date, as defined under the indentures, to October 1, 2018. Under the Senior Term Loan Facility, the Revolving Credit Facility and the Secured Notes Indenture, the Fixed GAAP Date is set for April 3, 2020, other than in respect of capital leases, which are frozen at November 1, 2012.
The Revolving Credit Facility contains a springing leverage ratio that is tied to a ratio based on EBITDA, which is defined under the Revolving Credit Agreement. Our ability to borrow funds under the Revolving Credit Facility may depend upon our ability to meet the leverage ratio test at the end of a fiscal quarter to the extent we have drawn a certain amount of revolving loans. On May 4, 2021, certain covenants set forth in our Revolving Credit Facility were suspended, including the restriction on incurring certain additional indebtedness, based on the determination that the total indebtedness to EBITDA ratio is below the required threshold specified therein. EBITDA as defined in the Revolving Credit Facility is based on Consolidated Net Income (as defined in the Revolving Credit Facility), both of which terms differ from the terms “EBITDA” and “net income” as they are commonly used. For example, the calculation of EBITDA under the Revolving Credit Facility, in addition to adjusting net income to exclude interest expense, income taxes and depreciation and amortization, also adjusts net income by excluding items or expenses such as, among other items, (1) the amount of any restructuring charges or reserves; (2) any non-cash charges (including any impairment charges); (3) any net loss resulting from hedging currency exchange risks; (4) the amount of management, monitoring, consulting and advisory fees paid to Access; (5) business optimization expenses (including consolidation initiatives, severance costs and other costs relating to initiatives aimed at profitability improvement); (6) transaction expenses; (7) equity-based compensation expense; and (8) certain extraordinary, unusual or non-recurring items. The definition of EBITDA under the Revolving Credit Facility also includes adjustments for the pro forma impact of certain projected cost savings, operating expense reductions and synergies and any quality of earnings analysis prepared by independent certified public accountants in connection with an acquisition, merger, consolidation or other investment. The Senior Term Loan Facility and the Secured Notes Indenture use financial measures called “Consolidated EBITDA” or “EBITDA” and “Consolidated Net Income” that have substantially the same definitions to EBITDA and Consolidated Net Income, each as defined under the Revolving Credit Agreement.
EBITDA as defined in the Revolving Credit Facility (referred to in this section as “Adjusted EBITDA”) is presented herein because it is a material component of the leverage ratio contained in the Revolving Credit Agreement. Non-compliance with the leverage ratio could result in the inability to use the Revolving Credit Facility, which could have a material adverse effect on our results of operations, financial position and cash flow. Adjusted EBITDA does not represent net income or cash from operating activities as those terms are defined by U.S. GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative of our ongoing operations. In particular, the definition of Adjusted EBITDA in the Revolving Credit Agreement allows us to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net income. However, these are expenses that may recur, vary greatly and are difficult to predict.
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Adjusted EBITDA as presented below should not be used by investors as an indicator of performance for any future period. Further, our debt instruments require that it be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year. In addition, our debt instruments require that the leverage ratio be calculated on a pro forma basis for certain transactions including acquisitions as if such transactions had occurred on the first date of the measurement period and may include expected cost savings and synergies resulting from or related to any such transaction. There can be no assurances that any such cost savings or synergies will be achieved in full.
In addition, Adjusted EBITDA is a key measure used by our management to understand and evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of those limitations include: (1) it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue for our business; (2) it does not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our indebtedness; and (3) it does not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments. In particular, this measure adds back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net income; however, these are expenses that may recur, vary greatly and are difficult to predict. In addition, Adjusted EBITDA is not the same as net income or cash flow provided by operating activities as those terms are defined by U.S. GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Accordingly, Adjusted EBITDA should be considered in addition to, not as a substitute for, net income (loss) and other measures of financial performance reported in accordance with U.S. GAAP.
The following is a reconciliation of net income (loss), which is a U.S. GAAP measure of our operating results, to Adjusted EBITDA as defined, for the most recently ended four fiscal quarters, or the twelve months ended March 31, 2025, for the twelve months ended March 31, 2024 and for the three months ended March 31, 2025 and March 31, 2024. In addition, the reconciliation includes the calculation of the Senior Secured Indebtedness to Adjusted EBITDA ratio, which we refer to as the Leverage Ratio, under the Revolving Credit Agreement for the most recently ended four fiscal quarters, or the twelve months ended March 31, 2025. The terms and related calculations are defined in the Revolving Credit Agreement. All amounts in the reconciliation below reflect Acquisition Corp. (in millions, except ratios):
Twelve Months Ended
March 31,
Three Months Ended
March 31,
2025 2024 2025 2024
Net Income $ 466  $ 567  $ 36  $ 96 
Income tax expense 151  191  29  18 
Interest expense, net 156  155  39  42 
Depreciation and amortization 339  329  90  83 
Loss on extinguishment of debt (a) —  —  — 
Net gains on divestitures and sale of securities
(30) (41) —  (17)
Restructuring costs (b)
95  60  46 
Net foreign exchange losses (gains) (c)
(4) (27) 67  (32)
Transaction costs
Business optimization expenses (d)
100  86  20  24 
Non-cash stock-based compensation expense (e)
61  32  14 
Other non-cash charges (f)
31  50  52 
Unrestricted subsidiary income
(4) —  (4) — 
Pro forma impact of cost savings initiatives and specified transactions (g)
101  126  28 
Adjusted EBITDA $ 1,467  $ 1,538  $ 317  $ 352 
Senior Secured Indebtedness (h)
$ 3,371 
Leverage Ratio (i)
2.3x
______________________________________
(a)Reflects loss on extinguishment of debt, primarily including tender fees and unamortized deferred financing costs.
(b)Reflects severance costs and other restructuring related expenses, including those related to the Strategic Restructuring Plan and 2023 Restructuring Plan as well as the Executive Transition Costs in the prior year.
(c)Reflects unrealized losses (gains) due to foreign exchange on our Euro-denominated debt, losses (gains) from foreign currency forward exchange contracts and intercompany transactions.
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(d)Reflects costs associated with our transformation initiatives and technology system updates, which includes costs of $18 million and $74 million related to our finance transformation for the three and twelve months ended March 31, 2025, respectively, as well as $19 million and $65 million for the three and twelve months ended March 31, 2024, respectively.
(e)Reflects non-cash stock-based compensation expense related to the Omnibus Incentive Plan.
(f)Reflects non-cash activity, including the unrealized losses (gains) on the mark-to-market adjustment of equity investments, investment losses (gains) and non-cash impairment losses resulting from the Strategic Restructuring Plan.
(g)Reflects expected savings resulting from transformation initiatives, including the Strategic Restructuring Plan and the 2023 Restructuring Plan, and the pro forma impact of certain specified transactions for the three and twelve months ended March 31, 2025. Certain of these cost savings initiatives and transactions impacted quarters prior to the quarter during which they were identified within the last twelve-month period. The pro forma impact of these specified transactions and initiatives resulted in a $20 million increase in the twelve months ended March 31, 2025 Adjusted EBITDA.
(h)Reflects the balance of senior secured debt at Acquisition Corp. of approximately $3.990 billion less cash of $619 million, which excludes cash acquired as part of the acquisition of Tempo.
(i)Reflects the ratio of Senior Secured Indebtedness, including Revolving Credit Agreement Indebtedness, to Adjusted EBITDA. This is calculated net of cash and equivalents of the Company as of March 31, 2025 not exceeding $750 million in accordance with the Sixth Revolving Credit Agreement Amendment. If the outstanding aggregate principal amount of borrowings and drawings under letters of credit which have not been reimbursed under our Revolving Credit Facility is greater than $140 million at the end of a fiscal quarter, the maximum leverage ratio permitted under the Revolving Credit Facility is 5.00:1.00. The Company’s Revolving Credit Facility does not impose any “leverage ratio” maintenance requirement on the Company when the aggregate principal amount of borrowings and drawings under letters of credit, which have not been reimbursed under the Revolving Credit Facility, is less than or equal to $140 million at the end of a fiscal quarter. On May 4, 2021, certain covenants set forth in our Revolving Credit Facility were suspended, including the restriction on incurring certain additional indebtedness, based on the determination that the total indebtedness to EBITDA ratio is below the required threshold specified therein. In connection with the acquisition of Tempo, the acquired entity was designated as an unrestricted subsidiary, and therefore net income and Adjusted EBITDA do not include the results of Tempo, and the Asset-Based Notes issued by a subsidiary of Tempo are not included in our indebtedness for purposes of calculating the Leverage Ratio.
Summary
Management believes that funds generated from our operations and borrowings under the Revolving Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future. We also have additional borrowing capacity under our indentures and the Senior Term Loan Facility. However, our ability to continue to fund these items and to reduce debt may be affected by general economic, financial, competitive, legislative and regulatory factors, as well as other industry-specific factors such as the ability to control music piracy and the continued transition from physical to digital formats in the recorded music and music publishing industries. It could also be affected by the severity and duration of geopolitical conflicts or natural or man-made disasters, including pandemics. We and our affiliates continue to evaluate opportunities to, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to pay dividends or prepay outstanding debt or repurchase or retire Acquisition Corp.’s outstanding debt or debt securities or repurchase our outstanding equity securities in open market purchases, privately negotiated purchases or otherwise. The amounts involved in any such transactions, individually or in the aggregate, may be material and may be funded from available cash or from additional borrowings. In addition, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, we may seek to refinance the Senior Credit Facilities or our outstanding debt or debt securities with existing cash and/or with funds provided from additional borrowings.
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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As discussed in Note 17 to our audited consolidated financial statements for the fiscal year ended September 30, 2024, the Company is exposed to market risk arising from changes in market rates and prices, including movements in foreign currency exchange rates and interest rates. As of March 31, 2025, other than as described below, there have been no material changes to the Company’s exposure to market risk since September 30, 2024.
Foreign Currency Risk
Within our global business operations, we have transactional exposures that may be adversely affected by changes in foreign currency exchange rates relative to the U.S. dollar. We may at times choose to use foreign exchange currency derivatives, primarily forward contracts, to manage the risk associated with the volatility of future cash flows denominated in foreign currencies, such as unremitted or future royalties and license fees owed to our U.S. companies for the sale or licensing of U.S.-based music and merchandise abroad that may be adversely affected by changes in foreign currency exchange rates. We focus on managing the level of exposure to the risk of foreign currency exchange rate fluctuations on major currencies, which can include the Euro, British pound sterling, Japanese yen, Canadian dollar, Swedish krona, Australian dollar, Brazilian real, Mexican Peso, Norwegian krone, and Polish Zloty and in many cases we have natural hedges where we have expenses associated with local operations that offset the revenue in local currency and our Euro-denominated debt, which can offset fluctuations in the Euro. As of March 31, 2025, the Company had outstanding foreign currency forward exchange contracts for the sale of $369 million and the purchase of $206 million of foreign currencies at fixed rates. Subsequent to March 31, 2025, certain of our foreign exchange contracts expired and were not replaced.
The fair value of foreign exchange contracts is subject to changes in foreign currency exchange rates. For the purpose of assessing the specific risks, we use a sensitivity analysis to determine the effects that market risk exposures may have on the fair value of our financial instruments. For foreign exchange forward contracts outstanding at March 31, 2025, we typically perform a sensitivity analysis assuming a hypothetical 10% depreciation of the U.S. dollar against foreign currencies from prevailing foreign currency exchange rates and assuming no change in interest rates. The fair value of the foreign exchange forward contracts would have decreased by $16 million based on this analysis. Hypothetically, even if there was a decrease in the fair value of the forward contracts, because our foreign exchange contracts are used to manage foreign currency exchange rate risk, these losses would be largely offset by gains on the underlying transactions.
Interest Rate Risk
We had $4.331 billion of principal debt outstanding at March 31, 2025, of which $1.312 billion was variable-rate debt and $3.019 billion was fixed-rate debt. As such, we are exposed to changes in interest rates. At March 31, 2025, 70% of the Company’s debt was at a fixed rate. In addition, as of March 31, 2025, we have the option under our floating rate loans under the Senior Term Loan Facility to select a one, three or six month Term SOFR.
Based on the level of interest rates prevailing at March 31, 2025, the fair value of the Company’s fixed-rate and variable-rate debt was approximately $4.112 billion. Further, as of March 31, 2025, based on the amount of the Company’s fixed-rate debt, a 25 basis point increase or decrease in the level of interest rates would decrease the fair value of the fixed-rate debt by approximately $31 million or increase the fair value of the fixed-rate debt by approximately $32 million. This potential fluctuation is based on the simplified assumption that the level of fixed-rate debt remains constant with an immediate across the board increase or decrease in the level of interest rates with no subsequent changes in rates for the remainder of the period.
Inflation Risk
Inflationary factors such as increases in overhead costs may adversely affect our results of operations. We do not believe that inflation has had a material effect on our business, financial condition or results of operations to date. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases for services. Our inability or failure to do so could harm our business, financial condition or results of operations.
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ITEM 4.    CONTROLS AND PROCEDURES
Certification
The certifications of the principal executive officer and the principal financial officer (or persons performing similar functions) required by Rules 13a-14(a) and 15d-14(a) of the Exchange Act (the “Certifications”) are filed as exhibits to this report. This section of the report contains the information concerning the evaluation of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) (“Disclosure Controls”) and changes to internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) (“Internal Controls”) referred to in the Certifications and this information should be read in conjunction with the Certifications for a more complete understanding of the topics presented.
Introduction
The SEC’s rules define “disclosure controls and procedures” as controls and procedures that are designed to ensure that information required to be disclosed by public companies in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by public companies in the reports that they file or submit under the Exchange Act is accumulated and communicated to a company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
The SEC’s rules define “internal control over financial reporting” as a process designed by, or under the supervision of, a public company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, or U.S. GAAP, including those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company, (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
The Company’s management, including its principal executive officer and principal financial officer, does not expect that our Disclosure Controls or Internal Controls will prevent or detect all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the limitations in any and all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. Further, the design of any control system is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected even when effective Disclosure Controls and Internal Controls are in place.
The Company previously started a multi-year implementation to upgrade our information technology and finance infrastructure, including related systems and processes. The upgrades are designed to enhance our financial records and the flow of financial information, improve data analysis and accelerate our financial reporting. The deployment of our new technology platform is currently being implemented using a wave-based approach. We have launched certain components onto our new technology platform in select territories and will continue to deploy the technology platform to additional territories over time. As the wave-based implementation of our new technology platform continues, we will change our processes and procedures which, in turn, could result in changes to our internal control over financial reporting. As such changes occur, we will evaluate whether such changes materially affect our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures
Based on management’s evaluation (with the participation of the Company’s principal executive officer and principal financial officer), as of the end of the period covered by this report, 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 by the Company in reports that it 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.
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Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting that occurred during the three and six months ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1.    LEGAL PROCEEDINGS
From time to time the Company is involved in claims and legal proceedings that arise in the ordinary course of business. The Company is currently subject to several such claims and legal proceedings. Based on currently available information, the Company does not believe that resolution of pending matters will have a material adverse effect on its financial condition, cash flows or results of operations. However, litigation is subject to inherent uncertainties, and there can be no assurances that the Company’s defenses will be successful or that any such lawsuit or claim would not have a material adverse impact on the Company’s business, financial condition, cash flows and results of operations in a particular period. Any claims or proceedings against the Company, whether meritorious or not, can have an adverse impact because of defense costs, diversion of management and operational resources, negative publicity and other factors.
ITEM 1A.    RISK FACTORS
There are no material changes to the risk factors discussed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table provides information about purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Exchange Act) of the Company’s Class A common stock during the three months ended March 31, 2025:
Period Total Number of Shares Repurchased Average Price Paid per Share     Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs     Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (in millions)
January 2025 —  $ —  —  $ 98 
February 2025 —  —  —  98 
March 2025 —  —  —  98
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.    OTHER INFORMATION
CFO Succession
As previously disclosed, on April 14, 2025, the Company announced that Bryan Castellani will step down as Executive Vice President and CFO, effective May 5, 2025.
On May 5, 2025, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Castellani pursuant to which Mr. Castellani will provide transition and advisory services to the Company through September 30, 2025 (the “End Date”) in order to facilitate an orderly transition. Mr. Castellani will continue to receive his annual cash base salary through the End Date. The Separation Agreement contains a release of claims in favor of the Company.
Following the End Date, Mr. Castellani will receive a gross severance payment of $1,650,000 payable in substantially equal installments over a period of 52 weeks and a one-time cash payment of $40,000. Mr.
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Castellani will also receive his annual target bonus for fiscal year 2025 with the actual amount of the bonus to be determined by the Compensation Committee of the Board (the "Compensation Committee") based on Company performance measures established and determined by the Compensation Committee, which bonus will be payable at such time as annual bonus payments are made to other senior executives of the Company in respect of fiscal 2025, and an award of Restricted Stock Units ("RSUs") granted on or before the End Date with an aggregate pre-tax grant date value of $1,000,000 determined based on the average closing share price of the Company's Class A Common Stock for the six months preceding the grant date and with a vesting period of four years from the date on which the Company makes regularly scheduled annual RSU grants to all other employees in January 2026, subject to Mr. Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreement. Mr. Castellani’s previously granted, unvested RSUs will remain outstanding and will become vested on their originally scheduled vesting date, including vesting of a pro rata portion of the awards on the End Date, subject to Mr. Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreements.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the period ending June 30, 2025.
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ITEM 6.    EXHIBITS
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.
Exhibit
Number
Exhibit Description
10.1*†
10.2*†
10.3*†
31.1*
31.2*
32.1**
32.2**
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
______________________________________
*    Filed herewith.
**    Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference.
†    Identifies each management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.


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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
May 8, 2025
WARNER MUSIC GROUP CORP.
By:
/s/    ROBERT KYNCL
Name:
Title:
Robert Kyncl
Chief Executive Officer
(Principal Executive Officer)
By:
/s/    ARMIN ZERZA
Name:
Title:
Armin Zerza
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)

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EX-10.1 2 employeeformofrestrictedst.htm EX-10.1 Document

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NOTICE OF AWARD OF RESTRICTED STOCK UNITS
Warner Music Group Corp. (the “Company”), pursuant to its 2020 Omnibus Incentive Plan, as amended from time to time (the “Plan”), hereby awards to you a restricted stock unit award (the “Award”) with respect to the number of shares of the Company’s Class A common stock (“Shares”) indicated below in this Notice of Award of Restricted Stock Units (the “Notice”). The Award is effective on the grant date indicated below and is subject to the terms set forth herein and in the Restricted Stock Unit Award Terms and Conditions attached hereto (the “Terms and Conditions”) and the Plan, each of which is incorporated by reference.
Participant: #ParticipantName#
Grant Date: #GrantDate#
Number of RSUs Granted: #QuantityGranted#
Vesting Schedule:
25% of the Award will vest on each of the first, second, third and fourth anniversaries of #GrantDate# (the “Vesting Commencement Date”), subject in each case to the Participant’s continued employment with the Company or one or more of its Affiliates through such date and subject further to continued or accelerated vesting in certain cases, all as specified in the attached Terms and Conditions.
Please review the Plan and the attached Terms and Conditions for important information about the Restricted Stock Units. For your award to be effective, the Terms and Conditions must be electronically reviewed and accepted on the Fidelity NetBenefits website on or before 30 days after the Grant Date.  If you have any questions regarding the Fidelity NetBenefits website and you are located in the U.S., you can call 1-800-544-9354, outside of the U.S., you can go to FIDELITY.COM/GLOBALCALL for dialing instructions.  If you have general inquiries on your Award, please contact EmployeeEquity@wmg.com.






RESTRICTED STOCK UNIT AWARD TERMS AND CONDITIONS (U.S.)
Attachments: Restricted Stock Unit Award Terms and Conditions This document contains the Terms and Conditions of the Restricted Stock Units awarded by the Company to the Participant indicated in the Notice of Award of Restricted Stock Units to which this document is attached (the “Notice”), and constitutes a binding agreement by and between Warner Music Group Corp. (the “Company”), and the employee whose name is set forth on the Notice. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Warner Music Group Corp. 2020 Omnibus Incentive Plan, as amended from time to time (the “Plan”).
1.Grant of RSUs. The Company hereby evidences and confirms its grant to the individual whose name is set forth on the Notice (the “Participant”), effective as of the grant date set forth on the Notice (the “Grant Date”), of the number of Restricted Stock Units set forth on the Notice (the “RSUs”). Each RSU represents the unfunded, unsecured right of the Participant to receive one Share. The RSUs are subject to the terms and conditions of the Plan, which are incorporated by reference herein.
2.Vesting. Except as otherwise provided in this Section 2 or in the Plan or as approved by the Administrator, the RSUs shall vest in accordance with the terms of these Terms and Conditions (including the Notice and the Plan), as follows (the occurrence of each such event described in Section 2(a)-(d), a “Vesting Event”):
(a)the RSUs shall become vested on the earliest to occur of the (i) vesting dates set forth in the Notice (each, a “Vesting Date”), (ii) the Participant’s death and (iii) the Participant’s Disability, subject in each case to the Participant’s continued employment with the Company or its Affiliate through such date;
(b)upon the occurrence of a Change in Control, all then outstanding unvested RSUs shall be treated as provided in the Plan;
(c)if the Participant’s employment terminates in a Qualifying Termination prior to the fourth anniversary of the Vesting Commencement Date set forth in the Notice, then (i) a pro rata portion of the outstanding unvested RSUs that would otherwise have vested upon the next Vesting Date following such Qualifying Termination (assuming the Participant had remained employed through such Vesting Date) shall become vested based on the portion of the period between (x) the Vesting Date preceding such Qualifying Termination (or, if the Qualifying Termination occurs prior to the first Vesting Date, the Vesting Commencement Date) and (y) the next Vesting Date following such Qualifying Termination that has elapsed as of the date of such termination (the “Accelerated RSUs”) and (ii) the balance of the RSUs (the “Deferred RSUs”) shall remain outstanding and unvested and shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such Qualifying Termination provided the Participant (A) has not violated Section 13(b) through such Vesting Date and (B) has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (but no more than 90 days prior to) such Vesting Date.
(d)if the Participant’s employment terminates in a Qualifying Retirement (as defined below) prior to the fourth anniversary of the Vesting Commencement Date, all of the outstanding unvested RSUs shall become vested on the remaining Vesting Date or Vesting Dates, as applicable, following such termination provided the Participant (i) has not violated Section 13(b) through such Vesting Date and (ii) has provided certification of such ongoing compliance with Section 13(b) in writing to the Company prior to (but no more than 90 days prior to) such Vesting Date.
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For purposes of these Terms and Conditions, employment with the Company will be deemed to include employment with, or, if approved by the Administrator, other service to, the Company or Company’s Affiliates, but in the case of employment with or service to an Affiliate, only during such time as such Affiliate is an affiliate of the Company.

Notwithstanding anything contained in these Terms and Conditions to the contrary, the Administrator, in its sole discretion, may accelerate the vesting of any RSUs, at such times and upon such terms and conditions as the Administrator shall determine, so long as the delivery of Shares for any RSUs subject to Section 409A of the Code is permitted thereby.

3.Termination for Cause. If the Participant’s employment is terminated for Cause, or if the Participant resigns at such time as the Company could have terminated the Participant’s employment for Cause, then notwithstanding any other provision of these Terms and Conditions, the Participant will immediately forfeit any remaining RSUs, along with any Shares issuable with respect to such RSUs (even if otherwise vested) for which Shares have not yet been delivered, and any cash amounts payable under Section 9(b).
4.Delivery.
(a)In the case of a Vesting Event described in Section 2(a) or 2(b) (i.e., scheduled Vesting Dates, death or Disability, Change in Control), one Share shall be delivered in respect of each RSU then vesting, within 30 days of the applicable Vesting Event.
(b)In the case of a Vesting Event described in Section 2(c) (Qualifying Termination), subject to the Participant’s compliance with Section 2(c) and Section 13(b), one Share will become deliverable in respect of each RSU then vesting, subject to the Participant executing a general release of claims in favor of the Company and its affiliates, directors and officers in a form provided by the Company and to such release becoming irrevocable within 60 days after such termination (such 60-day period, the “Release Period”). If the Participant fails to timely satisfy this release requirement, all of the RSUs that would otherwise vest under Section 2(c) (i.e., both the Accelerated RSUs and Deferred RSUs, along with any Shares issuable with respect to such RSUs) shall be deemed forfeited as of the date of Participant’s Qualifying Termination and the Participant will have no further rights with respect thereto. Subject to the Participant’s compliance with the requirements described in this Section 4(b):
(i)Shares deliverable under this Section 4(b) in respect of Accelerated RSUs will be delivered on the date the release becomes irrevocable (but if the Release Period spans two taxable years of the Participant, not before the first day of such second taxable year), or if sooner, upon the occurrence of a Change in Control or the Participant’s death; and
(ii)Shares deliverable under this Section 4(b) in respect of Deferred RSUs will be delivered on the date such Shares would have otherwise been delivered under Section 2(a)(i), but for the Participant’s termination, or if sooner, upon the occurrence of a Change in Control or the Participant’s Disability or death (but if such Change in Control, Disability or death occurs during the Release Period, then the Shares will be delivered on the next business day following the Release Period).
(c)Subject to Participant’s compliance with Section 2(d) and Section 13(b), in the case of a Vesting Event described in Section 2(d) (Qualifying Retirement), one Share will become deliverable in respect of each RSU then vesting. Shares deliverable under this Section 4(c) will be delivered (i) on the date such Shares would have otherwise been delivered under Section 2(a)(i), but for the Participant’s termination, or (ii) if sooner, upon the occurrence of a Change in Control or the Participant’s Disability or death.
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(d)In the event of the death of the Participant, the delivery of Shares under this Section 4 shall be made to the Participant’s estate or to a beneficiary designated in accordance with the Company’s requirements as in effect from time to time (but in any event no later than December 31 of the calendar year immediately following the calendar year during which the Participant’s death occurs).
5.Certain Definitions. For purposes of these Terms and Conditions and notwithstanding any provision of the Plan to the contrary, the following definitions will apply:
(a)“Cause” with respect to the Participant, has the meaning set forth in (i) the Participant’s employment agreement or offer letter with the Company or its Affiliate, or (ii) if the Participant is not party to an employment agreement or offer letter with the Company or its Affiliate agreement that contains a “cause” definition, the Warner Music Inc. Severance Plan for Regular U.S. Employees or its successor plan, as in effect from time to time.
(b)“Qualifying Retirement” means the Participant’s “separation from service” within the meaning of Section 409A of the Code after the Participant has attained age 60 and completed at least 10 years of employment with the Company.
(c)“Qualifying Termination” means the Participant’s “involuntary separation from service” within the meaning of Section 409A of the Code resulting from a termination of employment (i) by the Company or its Affiliate without Cause, (ii) if the Participant is party to an employment agreement or offer letter with the Company or its Affiliate that contains a “good reason” definition, by the Participant for “good reason” (as defined therein) or (iii) if the Participant is party to an employment agreement or offer letter with the Company or its Affiliate agreement that contains a “qualifying non-renewal” definition, in a “qualifying non-renewal” (as defined therein).
6.Adjustments Upon Certain Events. The Administrator shall, in its sole discretion, make equitable substitutions or adjustments to the number of Shares and the RSUs pursuant to Section 3.3 of the Plan.
7.No Right to Continued Employment. Neither the Plan, the Notice nor these Terms and Conditions shall be construed as giving the Participant the right to be retained in the employ of, or in any consulting relationship with, the Company or any of its Affiliates. Further, the Company (or, as applicable, its Affiliates) may at any time dismiss the Participant, free from any liability or any claim under the Plan, the Notice or these Terms and Conditions, except as otherwise expressly provided herein.
8.No Acquired Rights. The Award has been granted entirely at the discretion of the Administrator. The grant of the Award does not obligate the Company to grant additional Awards to the Participant in the future (whether on the same or different terms).
9.No Rights of a Stockholder; Dividend Equivalent Payments.
(a)The Participant shall not have any rights or privileges as a stockholder of the Company in respect of RSUs, which for the avoidance of doubt includes no rights to dividends or to vote, until the Shares in question have been registered in the Company’s register of stockholders as being held by the Participant.
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(b)Section 9(a) notwithstanding, if the Company declares and pays a cash dividend or distribution with respect to its Shares, then, with respect to each then outstanding RSU as to which Shares have not been delivered, whether vested or unvested, the Participant will be paid an amount of cash equal to the value of such cash dividend or distribution within 30 days of the date the dividend becomes payable to the Company’s shareholders or, if later, on the next practicable payroll date applicable to the Participant (but in any event no later than December 31st of the calendar year in which the dividend becomes payable to the Company’s shareholders).
10.Transferability of Shares. Any Shares issued or transferred to the Participant pursuant to the Award shall be subject to such stop transfer orders and other restrictions as the Administrator may deem advisable under the Plan, the Notice, these Terms and Conditions or the rules, regulations and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, and any applicable federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant, and the Administrator may cause a legend or legends to be put on any certificates representing such Shares or make an appropriate entry on the record books of the appropriate registered book-entry custodian, if the Shares are not certificated, to make appropriate reference to such restrictions.
11.Transferability of RSUs. Except as set forth in Section 4(d), the RSUs (and, prior to their actual issuance, the Shares) may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant other than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 11 shall be void and unenforceable.
12.Withholding; Taxation.
(a)The Company and the Participant shall cooperate to satisfy applicable federal, state and local income and employment tax withholding requirements applicable to the grant, vesting and settlement of the RSUs and any dividends or distributions payable under Section 9(b) (the “Required Withholding”). The Company shall withhold from the Shares that would otherwise have been transferred to the Participant in settlement of vested RSUs the number of Shares necessary to satisfy the Participant’s Required Withholding unless the Required Withholding shall previously have been satisfied by the Participant or from other amounts payable by the Company to the Participant and, if applicable, shall deliver the remaining Shares to the Participant. The Company shall withhold from any dividends or distributions payable under Section 9(b) a cash amount equal to the Required Withholding applicable thereto. The amount of the Required Withholding and the number of Shares to be withheld by the Company, if applicable, to satisfy Participant’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the Fair Market Value of the Shares on the date prior to the applicable Vesting Date or the date on which the Shares are delivered to the Participant, as appropriate. The obligations of the Company under these Terms and Conditions will be conditioned on such satisfaction of the Required Withholding. The payment of any applicable withholding taxes through the withholding of Shares otherwise issuable under the Award shall not exceed the minimum required withholding liability.
(b)The Award and these Terms and Conditions are intended to comply with Section 409A of the Code and should be interpreted accordingly. To the extent necessary to give effect to this intent, in the case of any conflict or potential inconsistency between the provisions of the Plan and these Terms and Conditions, the provisions of these Terms and Conditions will govern, and in the case of any conflict or potential inconsistency between this Section 12 and the other provisions of these Terms and Conditions, this Section 12 will govern. Nonetheless, the Company does not guarantee the tax treatment of the Award.
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(c)In no event will the Participant be permitted to designate, directly or indirectly, the taxable year of the delivery. To the extent the Award includes a “series of installment payments” as described in Treas. Reg. § 1.409A-2(b)(2)(iii), the Participant’s right to the series of installment payments will be treated as a right to a series of separate payments and not as a right to a single payment. The Award is subject to offset solely to the extent permitted by the Plan and Section 409A of the Code. To the extent any payment under the Award is conditioned on the effectiveness of a release of claims and the period the Participant is afforded to consider the release spans two taxable years of the Participant, payment will be made in the second taxable year.
(d)Notwithstanding anything in this Award to the contrary, (i) to the extent permitted by Treas. Reg. § 1.409A-3(j)(4)(vi), settlement of the Award may be accelerated to the extent necessary to satisfy employment tax withholding obligations that arise with respect to the Award, (ii) the Company may terminate this arrangement and deliver Shares hereunder in a manner consistent with Treas. Reg. § 1.409A-3(j)(4)(ix) and (iii) if at the time the Participant’s termination of employment, the Participant is a “specified employee” as defined in Section 409A of the Code and the deferred delivery of Shares otherwise deliverable hereunder as a result of such termination of employment is necessary in order to prevent any accelerated or additional tax under Section 409A of the Code, then the Company will defer the delivery of Shares hereunder (without any reduction in the number of Shares ultimately delivered to the Participant) until the date that is six (6) months following the Participant’s separation from service (or the earliest date as is permitted under Section 409A of the Code), at which point all Shares deferred pursuant to this subclause (iii) of Section 12(d) shall be delivered to the Participant during the ten (10)-day period following the end of the six (6)-month delay.
13.Clawback/Forfeiture; Other Company Policies.
(a)Notwithstanding anything to the contrary contained herein or in the Plan, in consideration for the grant of this Award, the Participant agrees that the RSUs and any Shares or cash delivered in settlement of the RSUs, including in respect of dividends or distributions pursuant to Section 9(b), (i) will be subject to the terms of any clawback or recapture policy that the Company may have in effect from time to time, including, but not limited to, the Company’s Dodd-Frank Clawback Policy, and, in accordance with such policy, it may become required that the Shares subject to the RSUs or any cash payments made in respect thereof be repaid to the Company after they have been distributed to the Participant, and (ii) will, along with any other equity interests in the Company held by the Participant, be subject to any policy with respect to hedging or pledging of Shares that the Company may have in effect from time to time.
(b)Except as expressly provided herein or as otherwise approved by the Administrator, as a condition to a Vesting Event described in Section 2(c) (Qualifying Termination) or Section 2(d) (Qualifying Retirement), the Participant shall not, to the extent permitted by applicable law, during the period following the Qualifying Retirement or Qualifying Termination, as applicable, and prior to the final Vesting Date, without the prior written consent of Company, directly or indirectly, as an employee, agent, consultant, partner, joint venturer, owner, officer, director, member of any other firm, partnership, corporation or other entity, or in any other capacity, (i) own any interest in, manage, control, participate in, consult with, render services for, or otherwise be or be connected in any manner with, any recorded music, music distribution, music publishing or music entertainment business or any other business that the Company and its Affiliates has conducted during the one-year period immediately preceding the date of such Qualifying Retirement or Qualifying Termination, as applicable, or has plans to conduct as of the date of such Qualifying Retirement or Qualifying Termination anywhere in the world, or (ii) solicit, negotiate with, induce or encourage any record label, recording artist (including a duo or a group), publisher or songwriter who at the time is, or who within the preceding one-year prior period was, either directly or through a furnishing entity, under contract to Company or any affiliate of Company or a label distributed by Company or an affiliate of Company, to end its relationship with Company, Company affiliate or label, to violate any provision of his or her contract or to enter into an exclusive recording or music publishing agreement with any other party. Accordingly, the Participant agrees that, unless otherwise approved by the Administrator, without limiting any of the Company’s rights pursuant to any clawback or recapture policy that the Company may have in effect from time to time, including, but not limited to, the Company’s Dodd-Frank Clawback Policy, in the event of the Participant’s violation of any of the covenants contained in this Section 13(b), the Participant will immediately forfeit all unvested RSUs held by the Participant, and the Participant will have no further rights with respect thereto. Without limiting the generality of Section 17, the provisions of Section 13(b)(i) and the same provisions in any other Award Agreement between Participant and Company shall not apply during any time when the Participant’s primary residence or primary place of work is in the State of California or in any jurisdiction in which applicable law would prohibit any or all of the provisions of Section 13(b)(i) from applying to the Participant.
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14.Choice of Law. THE AWARD, THESE TERMS AND CONDITIONS AND THE NOTICE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE. ANY ACTION TO ENFORCE THE AWARD, THESE TERMS AND CONDITIONS OR THE NOTICE MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN NEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
15.RSUs Subject to Plan. All the RSUs are subject to the Plan, a copy of which has been provided to the Participant and the terms of which are incorporated herein by this reference. Except as set forth in Section 12(b), if there is any inconsistency between any express provision of these Terms and Conditions and any express term of the Plan, the express term of the Plan shall govern.
16.Beneficiary. The Participant may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s beneficiary. The Participant’s beneficiary shall succeed to the rights and obligations of the Participant hereunder upon the Participant’s death, except as maybe otherwise described herein or in the Plan.
17.Entire Agreement; Severability. The Plan, these Terms and Conditions and the Notice contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations and negotiations in respect thereto. No change, modification or waiver of any provision of the Notice or these Terms and Conditions shall be valid unless the same be in writing and signed by the parties hereto. Whenever possible, each provision of these Terms and Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms and Conditions is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but these Terms and Conditions shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.
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18.Additional Terms. Notwithstanding any other provision of the Plan, these Terms and Conditions or the Notice, the RSUs shall be subject to any special terms and conditions set forth in Addendum A to these Terms and Conditions for the Participant’s country or jurisdiction, if any. Moreover, if the Participant relocates to one of the countries included in Addendum A, the special terms and conditions for such country will apply to Participant, without the Participant’s consent, to the extent the Company determines in its sole discretion that the application of such terms or conditions is necessary or advisable for legal or administrative reasons. Addendum A constitutes part of these Terms and Conditions.
19.Acceptance of RSUs and Agreement. The Participant has indicated the Participant’s consent and acknowledgement of the terms of these Terms and Conditions pursuant to the instructions provided to the Participant by or on behalf of the Company. The Participant acknowledges receipt of the Plan, represents to the Company that the Participant has read and understood these Terms and Conditions and the Plan, and, as an express condition to the grant of the RSUs under these Terms and Conditions, agrees to be bound by the terms of both these Terms and Conditions and the Plan. The Participant and the Company each agrees and acknowledges that the use of electronic media (including, without limitation, a click-through button or checkbox on a website of the Company or a third-party administrator) to indicate the Participant’s confirmation, consent, signature, agreement and delivery of these Terms and Conditions and the RSUs is legally valid and has the same legal force and effect as if the Participant and the Company signed and executed these Terms and Conditions in paper form. The same use of electronic media may be used for any amendment or waiver of these Terms and Conditions.
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Addendum A
ADDITIONAL TERMS AND CONDITIONS OF THE RSUs IN CERTAIN JURISDICTIONS

This Addendum A includes special terms that apply to the RSUs for Participants residing or providing service to the Company in one of the jurisdictions listed below (where applicable to the Participant in the determination of the Company). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Restricted Stock Unit Award Terms and Conditions to which this Addendum A is attached. This Addendum A is part of the Terms and Conditions.
European Union Prospectus Directive
Under the European Union Prospectus Regulation (“EUPR”), certain securities rules from the relevant “Home Member State” may apply if the offering is considered a public offering of securities. This Plan is exempt from the requirements of the EUPR under Article 1(4)(i).

Argentina

Securities Law Information
The offering of the RSUs pursuant to the Award is a private transaction. Neither the RSUs nor the underlying Shares are publicly offered or listed on any stock exchange in Argentina.

Exchange Control Information
Certain restrictions and requirements may apply if and when a Participant transfers proceeds from the Award into Argentina. The foreign exchange rules are amended on a regular basis and, therefore, it is recommended that the local bank involved in the transaction be contacted prior to transferring funds abroad.

Discretionary Award; Effect on Other Benefits.
The Participant acknowledges and agrees that the grant of RSUs is made by the Company in its sole discretion and that the value of the RSUs or any Shares acquired under the Plan shall not constitute salary or wages for any purpose under Argentine labor law, including, but not limited to, the calculation of (i) any labor benefits including, but not limited to, vacation pay, thirteenth salary, compensation in lieu of notice, annual bonus, disability, and leave of absence payments, etc., or (ii) any termination or severance indemnities or similar payments.

Australia

Securities Law Information
The offering and resale of Shares acquired under the Plan to a person or entity resident in Australia may be subject to disclosure requirements under Australian law. The Participant should obtain legal advice regarding any applicable disclosure requirements prior to making any such offer.

Tax Information
The Plan is a plan to which subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies (subject to conditions in that Act).

Foreign Exchange
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The Participant acknowledges and agrees that it is the Participant’s sole responsibility to investigate and comply with any applicable exchange control laws in connection with the inflow of funds from the vesting of the Awards or subsequent sale of the Shares and any dividends (if any) and that the Participant shall be responsible for any reporting of inbound international fund transfers required under applicable law. The Participant is advised to seek appropriate professional advice as to how the exchange control regulations apply to the Participant’s specific situation.

Data Protection
The Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in these Terms and Conditions, the Plan and any other Award materials by and among, as applicable, the Company and any of its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The data is supplied by the Company or its Affiliates and also by the Participant through information collected in connection with the Award Agreement and the Plan.

Austria

Exchange Control Information
If the Participant holds Shares acquired under the Plan outside of Austria, the Participant must submit a report to the Austrian National Bank. An exemption applies if the value of the Shares as of any given quarter is less than €30,000,000 or, as of December 31, is less than €5,000,000. If the former threshold is exceeded, quarterly obligations are imposed, whereas if the latter threshold is exceeded, annual reports must be given. The annual reporting date is December 31 and the deadline for filing the annual report is January 31 of the following year.

When the Participant sells Shares acquired under the Plan or receives a dividend payment (if applicable), there may be exchange control obligations if the cash proceeds are held outside of Austria. If the transaction volume of all accounts abroad meets or exceeds €10,000,000, the movements and balances of all accounts must be reported monthly, as of the last day of the month, on or before day 15 of the following month, on the prescribed form (Meldungen SI-Forderungen und/oder SI-Verpflichtungen). If the transaction value of all cash accounts abroad is less than €10,000,000, no ongoing reporting requirements apply.

Belgium

Foreign Asset/Account Reporting Information
The Participant is required to report any security or bank accounts (including brokerage accounts) the Participant maintains outside of Belgium on the Participant’s annual tax return. In a separate report, the Participant is required to provide the National Bank of Belgium with certain details regarding such foreign accounts (including the account number, bank name and country in which any such account was opened).
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This report, as well as additional information on how to complete it, can be found on the website of the National Bank of Belgium, www.nbb.be, under Kredietcentrales / Centrales des crédits caption.

Brazil

Exchange Control Information
If the Participant is resident or domiciled in Brazil, the Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights equals or exceeds US$100,000. Assets and rights that must be reported include, but are not limited to, the Shares acquired under the Plan.

Canada

Prospectus Exemption
For the purposes of compliance with National Instrument 45-106 – Prospectus Exemptions (and in Québec, Regulation 45-106 respecting Prospectus exemptions, collectively, “45-106”), the prospectus requirement does not apply to a distribution by an issuer in a security of its own issue with an employee, executive officer, director or consultant of the issuer or a related entity of the issuer, provided the distribution is voluntary.

Resale Restrictions
Shares acquired under the Plan may be subject to certain restrictions on resale imposed by Canadian provisional securities laws. For the purposes of compliance with National Instrument 45‑102 – Resale of Securities (and in Québec, Regulation 45‑102 respecting Resale of securities, collectively, “45‑102”), the prospectus requirement does not apply to the first trade of Shares issued in connection with the Awards provided the conditions set forth in section 2.14 of 45‑102 are satisfied. The Participant should consult the Participant’s advisor prior to any resale of Shares.

Foreign Asset/Accounting Reporting Information
The Participant may be required to report foreign specified property (including Shares and rights to Shares such as vested and/or unvested Awards) on form T1135 (Foreign Income Verification Statement) if the total cost of the Participant’s foreign specified property exceeds C$100,000 at any time in the year. If applicable, the form must be filed by April 30 of the following year. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily would equal the fair market value of the stock at the time of acquisition, but if the Participant owns other common stock of the same Company, this ACB may have to be averaged with the ACB of the other stock. The Participant should refer to form T1135 (Foreign Income Verification Statement) and consult the Participant’s tax advisor for further details.

Data Privacy Notice and Consent
The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company and its Affiliates to disclose and discuss the Participant’s participation in the Plan with their advisors.
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Finally, the Participant authorizes the Company and its Affiliates to record such information and to keep such information in the Participant’s employee file.

The following provisions apply if the Participant is a resident of Quebec:

Language Consent
The parties acknowledge that it is their express wish that the Plan, the Terms and Conditions, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant to the Plan or relating directly or indirectly thereto, be drawn up in English.

Les parties reconnaissent avoir expressement souhaité que la convention “Terms and Conditions”, ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention ou au Plan, soient rédigés en langue anglaise.

Data Privacy Notice and Consent
This provision supplements Section 19 of the Terms and Conditions:

The Participant hereby authorizes the Company and the Company’s representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Participant further authorizes the Company and any Subsidiary or affiliate and the Administrator to disclose and discuss the Plan with their advisors. The Participant further authorizes the Company and any Subsidiary or Affiliate to record such information and to keep such information in the Participant’s employee file.

Chile

Securities Law Information.
Neither the RSUs nor the Shares are registered in Chile, and, as such, the Company is not required to provide public information about the RSUs or the Shares in Chile.

Exchange Control Information
The Participant is not required to repatriate proceeds obtained from the sale of Shares or from dividends or any dividend proceeds (if any) to Chile; however, if the Participant decides to repatriate proceeds from the sale of Shares and/or dividends or dividend proceeds and the amount of the proceeds to be repatriated exceeds US$10,000, the Participant acknowledges that the Participant must effect such repatriation through the formal market (i.e., a commercial bank or registered foreign exchange office).

If the value of the Participant’s aggregate investments held outside of Chile exceeds US$5,000,000 (including the value of Shares acquired under the Plan), the Participant must report the status of such investments annually to the Central Bank.

Tax Information
The Chilean Internal Revenue Service (the “CIRS”) requires all taxpayers to provide information annually regarding (i) the results of investments held abroad and (ii) any taxes paid abroad which taxpayers will use as a credit against Chilean income tax. The sworn statements disclosing this information (or Formularios) must be submitted electronically through the CIRS website, www.sii.cl, using Form 1929, which is due on June 30 each year.
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China

Awards Settled in Cash
Section 1 of the Terms and Conditions is amended to read as follows:

1. Grant of RSUs. The Company hereby evidences and confirms its grant to the individual whose name is set forth on the Notice (the “Participant”), effective as of the grant date set forth on the Notice (the “Grant Date”), of the number of Restricted Stock Units set forth on the Notice (the “RSUs”). Each RSU represents the unfunded, unsecured right of the Participant to receive from the Company or its Affiliate the cash value of one Share as measured by the closing price of the Share as traded on the Nasdaq Global Select Market as of the applicable Vesting Date. The RSUs are subject to the terms and conditions of the Plan, which are incorporated by reference herein.

Section 4 of the Terms and Conditions is amended to read as follows:

4. Delivery. The cash value of one Share as measured by the closing price of the Share as traded on Nasdaq as of the applicable Vesting Date shall be delivered in respect of each RSU within 30 days of the applicable Vesting Event. In the event of the death of the Participant following a Vesting Event and prior to payment, the payment shall be made to the Participant’s estate or to a beneficiary designated in accordance with the Company’s requirements as in effect from time to time.

Section 12(a) of the Terms and Conditions is amended to read as follows:

(a) Affiliate. The Company (which, for purposes of this Section 12(a) includes any Affiliate employing the Participant) and the Participant shall cooperate to satisfy applicable income and employment tax withholding requirements applicable to the grant, vesting and settlement of the RSUs (the “Required Withholding”). The Company shall withhold from the payment of cash that would otherwise have been transferred to the Participant in settlement of vested RSUs the amount necessary to satisfy the Participant’s Required Withholding unless the Required Withholding shall previously have been satisfied by the Participant or from other amounts payable by the Company to the Participant and, if applicable, shall deliver the remaining amount of the payment to the Participant. The amount of the Required Withholding and the amount to be withheld by the Company, if applicable, to satisfy the Participant’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the Fair Market Value of the Shares on the date prior to the applicable Vesting Date. The obligations of the Company under these Terms and Conditions will be conditioned on such satisfaction of the Required Withholding. The payment of any applicable withholding taxes through the withholding of Shares otherwise issuable under this Award shall not exceed the minimum required withholding liability.

Colombia

Labor Law Acknowledgement
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By accepting this Award, the Participant acknowledges that, pursuant to Article 128 of the Colombia Labor Code, the Plan and related benefits do not constitute a component of “salary” for any purposes. Therefore, the Award and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, including, but not limited to, legal/fringe benefits, vacations, indemnities, payroll taxes and social insurance contributions.

Securities Law Information
The Shares are not and will not be registered in the Colombian registry of publicly traded securities (Registro Nacional de Valores y Emisores) and, therefore, the Shares may not be offered to the public in Colombia. Nothing in these Terms and Conditions or the Plan should be construed as the making of a public offer of securities in Colombia.

Exchange Control Information
Foreign investments must be registered with the Central Bank (Banco de la República) as foreign investments held abroad if the funds used to acquire the foreign investments are not remitted through an authorized local finance institution and the employee’s aggregate investments held (as of December 31 of the applicable year) equal or exceed US $500,000. Registration is undertaken via lodgment of Form 11, and must be filed by June 30 of the year following that in which the investment was made.

Upon sale or other disposition of investments (including Shares) which have been registered with the Central Bank, the registration with the Central Bank must be cancelled no later than March 31 of the year following the sale or disposition (or a fine of up to 200% of the value of the infringing payment will apply). When investments held abroad are sold or otherwise disposed of, regardless of whether they have been registered with the Central Bank, the Participant must repatriate the proceeds to Colombia by selling currency to a Colombian bank and filing the appropriate form.

Czechia

Exchange Control Information
The Czech National Bank (“CNB”) may require the Participant to fulfill certain notification duties in relation to the opening and maintenance of a foreign account. Because exchange control regulations change frequently and without notice, the Participant should consult the Participant’s personal legal advisor prior to the sale of Shares to ensure compliance with current regulations. It is the Participant’s responsibility to comply with Czech exchange control laws, and neither the Company nor its Affiliates will be liable for any resulting fines or penalties.

Denmark

Tax Information
If the Participant holds Shares acquired under the Plan in a brokerage account with a broker or bank outside Denmark, the Participant is required to inform the Danish Tax Administration about the account. The Danish tax authorities no longer offer an official form. Instead, the Participant can send the information by logging on to the Participant’s online Danish tax folder (www.skat.dk).

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The Participant will have to include the below information for investments (including Shares) in non-Danish brokerage accounts:

1.Identity of the foreign depositary institution (i.e., the broker’s name, address and home country)
2.The number of shares, identity of the shares (e.g., ISIN code and value of the shares as of 31 December)
3.The custody account (i.e., the account number in the depositary institution)
4.The balance as of 31 December

The Participant will have to include the below information for cash bank accounts in non-Danish banks (e.g., cash held in non-Danish brokerage accounts):

1.Identity of the foreign bank (Name, address and home country)
2.Account number(s)
3.Values of account(s) as of 31 December
4.Percentage ownership in the account (i.e., 100% if the Participant is the sole account holder)
5.The date the account was opened (day, month, year)

France

Language Consent
By accepting the grant, the Participant confirms having read and having fully understood the Plan, the Award and the Terms and Conditions, which were provided in the English language. The Participant accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée
En acceptant l’attribution, le Participant confirme avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

Tax Information
The Award is not intended to qualify as a French-qualified award under French tax law.

Foreign Asset/Account Reporting Information
If the Participant is a French resident and the Participant holds cash or stock outside of France (including Shares), the Participant must declare all foreign bank and brokerage accounts (including any accounts that were opened or closed during the tax year) on an annual basis on a special form, No. 3916, together with the Participant’s income tax return. Further, if the Participant is a French resident with foreign account balances exceeding €1,000,000, the Participant may have additional monthly reporting obligations.

Exchange Control Information
The Participant must declare to the customs and excise authorities any cash or securities the Participant imports or exports without the use of a financial institution when the value of the cash or securities is equal to or exceeds a specified threshold. The declaration must be filed with the local customs service of the frontier where the cash or securities are imported or exported. The filing must be executed by the person who completes the transaction.
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It is the Participant’s obligation to comply with the exchange controls applicable to the Participant, not the Company’s or the Participant’s employers.

Germany

Exchange Control Information
Cross-border payments in excess of €12,500 must be reported electronically to the German Federal Bank (Bundesbank). In the case of payments made or received in connection with securities (including proceeds realized upon the sale of Shares), the report must be made by the 5th day of the month following the month in which the payment was made or received. The form of the report (“Allgemeine Meldeportal Statistik”) can be accessed via the Bundesbank’s website (www.bundesbank.de) and is available in both German and English. The Participant understands that if the Participant makes or receives a payment in excess of this amount, the Participant is responsible for complying with applicable reporting requirements.

Acceleration of Vesting for Tax
With respect to any Award that provides for continued vesting upon a Qualifying Retirement or Qualifying Termination, to the extent the Participant would be subject to tax prior to the applicable Vesting Date as a result of such continued vesting, the Company or its Affiliate is authorized to accelerate the vesting and settlement of the Award upon the incurrence of such tax.

Hong Kong

Securities Registration
The Awards and the Shares issued at vesting do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Affiliates. The Terms and Conditions, including this Addendum A, the Plan and other incidental communication materials have not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Award is intended only for the personal use of each eligible employee of the Company or any Subsidiary or affiliate and may not be distributed to any other person.

Data Protection
Acceptance of the Award constitutes authorization for the Company to collect the Participant’s personal data for purposes relating to administering Awards granted under the Plan. The Participant is entitled to request access to, and correction of, the Participant’s personal data and the name and address of the person to whom such requests should be made.

Nature of Scheme
The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

Acceleration of Vesting for Tax
With respect to any Award that provides for continued vesting upon a Qualifying Retirement or Qualifying Termination, to the extent the Participant would be subject to tax prior to the applicable Vesting Date as a result of such continued vesting, the Company or its Affiliate is authorized to accelerate the vesting and settlement of the Award upon the incurrence of such tax.
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Indonesia

Exchange Control Information
If the Participant remits proceeds from the sale of Shares into Indonesia, the Indonesian bank through which the transaction is made will submit a report on the transaction to the Bank of Indonesia for statistical reporting purposes. For transactions of US $25,000 or more, a description of the transaction must be included in the report. Although the bank through which the transaction is made is required to make the report, the Participant must complete a “Transfer Report Form.” The Transfer Report Form should be provided to the Participant by the bank through which the transaction is made.

Ireland

Director Notification Obligation
The Participant acknowledges that, if the Participant is a director, shadow director or secretary of a Subsidiary in Ireland (an “Irish Subsidiary”), the Participant must notify the Irish Subsidiary in writing within five business days of receiving or disposing of an interest exceeding 1% of the share capital of the Company or its holding company or any subsidiary (e.g., the RSUs, Shares, etc.), or within five business days of becoming aware of the event giving rise to the notification requirement or within five business days of becoming a director or secretary if such an interest exists at the time. This notification requirement also applies with respect to the interests of the Participant’s spouse, civil partner or children under the age of 18 (whose interests will be attributed to the Participant if the Participant is a director, shadow director or secretary).

Italy

Foreign Asset/Account Reporting Information
The Participant is required to report in the Participant’s annual tax return any foreign investments or investments (including the Shares issued at vesting of the Award, dividend payments (if applicable), cash or proceeds from the sale of Shares acquired under the Plan) held outside of Italy, if the investment may give rise to income in Italy (this will include reporting the Shares issued at vesting of the Award combined with other foreign assets). The Participant is exempt from these formalities if the investments are made through an authorized broker resident in Italy, as the broker will comply with the reporting obligation on the Participant’s behalf.

Plan Document Acknowledgment
In accepting the Award, the Participant acknowledges that the Participant has received a copy of the Plan and the Terms and Conditions and has reviewed the Plan and the Terms and Conditions, including this Addendum A, in their entirety and fully understands and accepts all provisions of the Plan and the Terms and Conditions, including this Addendum A. The Participant further acknowledges that the Participant has read and specifically and expressly approves the following paragraphs of the Terms and Conditions: Section 2 – “Vesting”; Section 3 – “Termination for Cause”; Section 12 – “Withholding; Taxation”; Section 13 – “Clawback/Forfeiture; Other Company Policies”; Section 14 – “Choice of Law”; and the portion of this Addendum A under the heading “Data Privacy” located at the end of this Addendum A.
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Japan

Cabinet Office Ordinance on Disclosure of Corporate Affairs
Awards are exempt from the requirements of the Japan Securities and Exchange Law under the Cabinet Office Ordinance on Disclosure of Corporate Affairs.

Tax Information
Awards granted under the Plan are intended to be regarded as an “offshore plan” for Japanese tax purposes.

Foreign Asset/Account Reporting Information
If the value of Shares that would be acquired in any one transaction exceeds JPY 100 million, the Participant must notify the Ministry of Finance within 20 days of the acquisition. In addition, if the amount of the wire transfer from Japan to a foreign country in any one transaction exceeds JPY 30 million, the Participant must notify the Ministry of Finance within 10 days.

The Participant will be required to report details of any assets (including any Shares acquired under the Plan) held outside of Japan as of December 31 of each year, to the extent such assets have a total net fair market value exceeding JPY 50 million. Such report will be due by March 15 of the following year. The Participant should consult with the Participant’s personal tax advisor as to whether the reporting obligation applies and whether the Participant will be required to report details of any outstanding shares held by the Participant in the report.

Acceleration of Vesting for Tax
With respect to any Award that provides for continued vesting upon a Qualifying Retirement or Qualifying Termination, to the extent the Participant would be subject to tax prior to the applicable Vesting Date as a result of such continued vesting, the Company or its Affiliate is authorized to accelerate the vesting and settlement of the Award upon the incurrence of such tax.

Malaysia

Data Protection
The Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in these Terms and Conditions, the Plan and any other Award materials by and among, as applicable, the Company and any of its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The data is supplied by the Company or its Affiliates and also by the Participant through information collected in connection with the Award Agreement and the Plan.
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Mexico

Modification
By accepting the Award, the Participant understands and agrees that any modification of the Plan or the Terms and Conditions or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.

Acknowledgement of the Terms and Conditions
In accepting the Award, the Participant acknowledges that the Participant has received a copy of the Plan, has reviewed the Plan and the Terms and Conditions in their entirety and fully understands and accepts all provisions of the Plan and the Terms and Conditions. The Participant further acknowledges that the Participant has read and specifically and expressly approves the terms and conditions of the Terms and Conditions, in which the following is clearly described and established:

(1) The Participant’s participation in the Plan does not constitute an acquired right.
(2) The Plan and the Participant’s participation in the Plan are offered by the Company on a wholly discretionary basis.
(3) The Participant’s participation in the Plan is voluntary.
(4) The Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of the underlying Shares.

Labor Law Acknowledgement and Policy Statement
In accepting the Award, the Participant expressly recognizes that Warner Music Group Corp. (which is the Company), with registered offices at 1633 Broadway, New York, NY 10019, U.S.A., is solely responsible for the administration of the Plan and that the Participant’s participation in the Plan and acquisition of RSUs or Shares does not constitute an employment relationship between the Participant and the Company or any of its Affiliates, since the Participant is participating in the Plan on a wholly commercial basis and on a wholly voluntary basis and the Participant’s sole employer is Warner Music Mexico, S.A. de C.V. or Warner Chappell Music Mexico S.A. de C.V., as applicable (“WMG-Mexico”). Based on the foregoing, the Participant expressly recognizes that the Plan and the benefits that the Participant may derive from participation in the Plan do not establish any rights between the Participant and the Participant’s employer, WMG-Mexico, and do not form part of the employment conditions and/or benefits provided by WMG-Mexico and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Participant’s employment.

The Participant further understands that the Participant’s participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Participant’s participation at any time without any liability to the Participant.

Finally, the Participant hereby declares that the Participant does not reserve to himself or herself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Participant therefore grants a full and broad release to the Company, its Subsidiaries, Affiliates, shareholders, officers, agents or legal representatives with respect to any claim that may arise.
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Netherlands

Insider-Trading Notification
The Participant should be aware of the Dutch insider-trading rules, which may impact the sale of shares issued to the Participant at vesting and settlement of the RSUs. In particular, the Participant may be prohibited from effectuating certain transactions involving Shares if the Participant has inside information about the Company. If the Participant is uncertain whether the insider-trading rules apply, the Participant should consult the Participant’s personal legal advisor.

New Zealand

Securities Law Information

WARNING

This is an offer of RSUs over Shares which, if vested, will entitle the Participant to acquire Shares in accordance with the terms of the Award, the Terms and Conditions and the Plan. Shares, if issued, will give the Participant a stake in the ownership of the Company. The Participant may receive a return if dividends are paid.

If the Company runs into financial difficulties and is wound up, the Participant will be paid only after all creditors have been paid. The Participant may lose some or all of his or her investment, if any.

New Zealand law normally requires people who offer financial products to give information to investors before they invest. This information is designed to help investors make an informed decision. The usual rules do not apply to this offer because it is made under an employee share scheme. As a result, the Participant may not be given all the information usually required. The Participant will also have fewer other legal protections for this investment. The Participant should ask questions, read all documents carefully, and seek independent financial advice before committing him or herself.

The Shares are quoted on the Nasdaq Global Select Market. This means the Participant may be able to sell them on Nasdaq if there are interested buyers. The price will depend on the demand for the Shares.

For information on risk factors impacting the Company’s business that may affect the value of the Shares, you should refer to the risk factors discussion in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, which are filed with the U.S. Securities and Exchange Commission and are available online at www.sec.gov, as well as on the Company’s “Investor Relations” website at https://investors.wmg.com/.

Data Protection
The Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in these Terms and Conditions, the Plan and any other Award materials by and among, as applicable, the Company and any of its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.
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The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The data is supplied by the Company or its Affiliates and also by the Participant through information collected in connection with the Award Agreement and the Plan.

Peru

Data Protection
The Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in these Terms and Conditions, the Plan and any other Award materials by and among, as applicable, the Company and any of its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The data is supplied by the Company or its Affiliates and also by the Participant through information collected in connection with the Award Agreement and the Plan.

Philippines

Securities Law Information
The Participant is permitted to dispose or sell Shares acquired under the Plan provided the offer and resale of the Shares take place outside of the Philippines through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market in the U.S.

Poland

Securities Law Information
The Polish Act on Public Offer provides that public offers of securities in Poland must be registered with the Polish Financial Supervision Authority (the “PFSA”) within 14 days from the allotment of securities.

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Consent to Receive Information in English
By accepting the Award, the Participant confirms having read and understood the Plan and the Terms and Conditions, which were provided in the English language. The Participant accepts the terms of those documents accordingly.

Exchange Control Information
Polish residents holding foreign securities (including Shares) and maintaining accounts abroad must report information to the National Bank of Poland. Specifically, if the value of the Participant’s securities and cash held in an account abroad (calculated individually or together with other assets/liabilities possessed abroad) exceeds PLN 7,000,000 at the end of the year, the Participant must file reports with the National Bank of Poland regarding any transactions and the balances of the foreign accounts. If required, the reports are due on a quarterly basis by the 20th day following the end of each quarter and an annual report by no later than January 30th of the following calendar year.

The Participants who at the end of the year did not reach the given threshold but in the following year, at the end of a calendar quarter, did reach the threshold are obliged to submit the appropriate form to NBP for this quarter and each of the following quarters of this calendar year (within 20 days from the end of each calendar quarter). The reports are filed on special forms available on the website of the National Bank of Poland.

Additionally, if the Participant is a Polish citizen and transfers funds abroad in excess of the PLN equivalent of €15,000, the transfer must be made through an authorized bank, a payment institution or an electronic money institution authorized to render payment services.

At the banks’ request, Polish residents may be required to inform eligible banks, within the meaning of the Foreign Exchange Act, about all foreign exchange transactions performed through them.

In addition, the Participant should maintain evidence of such foreign exchange transactions for five years (as measured from the end of the year in which such transaction occurred), in case of a request for their production by the National Bank of Poland.

Portugal

Consent to Receive Information in English
The Participant hereby expressly declares that he or she has full knowledge of the English language and has read, understood and fully accepted and agreed with the terms and conditions established in the Plan and the Terms and Conditions.

Conhecimento da Lingua. O Participante pelo presente declara expressamente que tem pleno conhecimento da língua inglesa e que leu, compreendeu e livremente aceitou e concordou com os termos e condições estabelecidas no Plano e no Acordo de Atribuição.

Exchange Control Information
If the Participant does not hold the Shares acquired at vesting with a Portuguese financial intermediary, the Participant may need to file a report with the Portuguese Central Bank. The deposit of securities outside the Portuguese financial system should be reported each month to the Bank of Portugal for statistical purposes by the banks, all legal persons registered in Portugal, and by all legal persons performing their activity in Portugal, as long as they perform economic, financial or foreign exchange operations, and their volume of activity is greater than €100,000.
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Russia

U.S. Transaction
The Participant understands that (i) Participant’s acceptance of the Award results in a contract between the Participant and the Company that shall be concluded and become validly executed and effective only when the Participant’s acceptance of the Terms and Conditions is electronically received by the Company in the U.S. and (ii) the Plan, the Award, these Terms and Conditions and the Notice are governed by the laws of the State of Delaware, without regard to its conflict of law provisions.

Upon vesting of Awards, any Shares to be issued to the Participant shall be delivered to the Participant through a bank or brokerage account in the U.S. The Participant is not permitted to sell the Shares directly to other Russian legal entities or individuals nor is the Participant permitted to bring the Shares into Russia.

Securities Law Notification
This Addendum A, the Terms and Conditions, the Notice, the Plan and all other materials that the Participant may receive regarding participation in the Plan do not constitute advertising or an offering of securities in Russia. Absent any requirement under local law, the issuance of securities pursuant to the Plan has not and will not be registered in Russia; hence, the securities described in any Plan-related documents may not be used for offering or public circulation in Russia.

Depending on the development of local regulatory requirements, the Company reserves the right to restrict the Participant to settle the RSUs in cash or require the immediate sale of shares at vesting, or cancel the outstanding RSUs if the grant or vesting/issuance of shares is not compliant with Russian securities laws.

Exchange Control Information
Under Russian currency control law, as of January 1, 2020, cash dividends (if any) or cash proceeds from the sale of Shares may be paid only to the Participant’s Russian bank account or a foreign bank or brokerage account opened in a country that meets Russian currency control criteria, meaning that the country either:

(1) is a member of the Eurasian Economic Union (EEU), i.e. Armenia,
Belarus, Kazakhstan or Kyrgyzstan; or

(2) has automatic exchange of financial information with Russia under the Common Reporting Standard or an international treaty.

The U.S. does not meet the aforesaid criteria. Payment of such proceeds to a Participant’s U.S. bank account is therefore prohibited. Any such proceeds must initially be paid to the Participant’s Russian bank account or an account opened in a country meeting the criteria set forth above.
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Foreign Asset/Account Restrictions
Certain individuals who hold public office in Russia, as well as their spouses and dependent children, are prohibited from opening or maintaining foreign brokerage or bank accounts and holding any securities, whether acquired directly or indirectly, in a foreign company (including Shares acquired under the Plan).

Foreign Asset/Account Reporting Information
The Participant will be required to notify Russian tax authorities within one month of opening, closing or changing the details of a foreign account. Russian residents also are required to report (i) the beginning and ending balances in foreign accounts each year; and (ii) transactions related to such foreign accounts during the year to the Russian tax authorities, on or before June 1 of the following year.

The Participant is advised to contact the Participant’s personal legal and tax advisors regarding reporting and foreign exchange requirements pertaining to the Award and any proceeds in respect thereof.

Singapore

Securities Law Information
The grant of the Award is being made pursuant to the “Qualifying Person” exemption under section 273(1)(f) of the Singapore Securities and Futures Act (Chapter 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Participant is advised that the Awards are subject to section 257 of the SFA and the Participant will not be able to make any subsequent sale in Singapore of the Shares acquired through the vesting of the Awards or any offer of such sale in Singapore unless such sale or offer is made pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA.

Director Notification Obligation
If the Participant is a Chief Executive Officer, director, alternate director, substitute director, associate director or shadow director of a Subsidiary domiciled in Singapore (a “Singapore Subsidiary”). The Participant is subject to certain notification requirements under the Singapore Companies Act, regardless of whether the Participant is a Singapore resident or employed in Singapore. Among these requirements is an obligation to notify the Singapore Subsidiary in writing when the Participant receives an interest (e.g., Awards, RSUs, Shares) in the Company or any Subsidiary. In addition, the Participant must notify the Singapore Subsidiary when the Participant sells Shares of the Company or any Subsidiary (including when the Participant sells Shares acquired through the vesting of the Participant’s Awards). These notifications must be made within two business days of acquiring such interests, or any change in respect of the particulars of such interests (such as the consideration received as a result of the event giving rise to the change) or the disposing of any such interest in the Company or any Subsidiary. In addition, a notification must be made of the Participant’s interests in the Company or any Subsidiary within two business days of becoming a Chief Executive Officer, director, alternate director, substitute director, associate director or shadow director if such interest exists at that time.

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Tax Information
This Award is not intended to qualify for preferential treatment for Singapore tax purposes.

South Africa

Tax Information
This provision supplements Section 12 of the Terms and Conditions:

By accepting the RSUs, the Participant agrees to immediately notify the Company of the amount of any gain realized upon vesting of the RSUs. If the Participant fails to advise the Company of the gain realized at vesting, the Participant may be liable for a fine. The Participant will be responsible for paying any difference between the actual tax liability and the amount withheld.

Exchange Control Information
The Participant is responsible for complying with applicable South African exchange control regulations. Since the exchange control regulations change frequently and without notice, the Participant should consult the Participant’s legal advisor prior to the acquisition or sale of Shares acquired under the Plan to ensure compliance with current regulations. As noted, it is the Participant’s responsibility to comply with South African exchange control laws, and neither the Company nor any of its Affiliates will be liable for any fines or penalties resulting from the Participant’s failure to comply with applicable laws.

Data Protection
The Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in these Terms and Conditions, the Plan and any other Award materials by and among, as applicable, the Company and any of its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The data is supplied by the Company or its Affiliates and also by the Participant through information collected in connection with the Award Agreement and the Plan.

South Korea

Stock Transaction Act
The grant of Awards under the Plan is exempt from the requirements of the Stock Transaction Act.

Foreign Exchange Transaction Law
South Korean local nationals and foreign nationals residing in South Korea are required to comply with the Foreign Exchange Transaction Law (“FETL”) by notifying their local bank when they remit cash to a foreign entity if the amount exceeds US$50,000.
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As no amount will be remitted to a foreign entity, this requirement is not expected to apply to the settlement of RSUs.

Foreign Account Reporting
Korean residents must report information on their foreign bank and financial accounts to the tax authority if the aggregate balance exceeds KRW 0.5 billion at the end of any one month during the year. Reports must be submitted from June 1 to no later than June 30 in the following year. Since the exchange control regulations change frequently and without notice, the Participant should consult the Participant’s personal legal advisor to ensure compliance with current regulations.

Spain

Nature of Grant
In accepting the Awards, the Participant consents to participate in the Plan and acknowledges that the Participant has received a copy of the Plan.

The Participant understands that the Company has unilaterally, gratuitously and at its unilateral discretion decided to grant Awards under the Plan to individuals who may be employees of the Company or an Affiliate throughout the world. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or a subsidiary. Consequently, the Participant understands that the Awards are granted on the assumption and condition that the Awards and any Shares issued are not part of any employment contract (either with the Company or any Affiliate thereof) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever. Further, the Participant understands that the Participant will not be entitled to continue vesting in the Awards after termination of the Participant’s employment or service except as otherwise provided in the Terms and Conditions. In addition, the Participant understands that the Awards would not be granted to the Participant but for the assumptions and conditions referred to herein; thus, the Participant acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of the Awards and any right to the Awards shall be null and void.

Further, unless otherwise provided in the Terms and Conditions, the vesting of the Awards is expressly conditioned on the Participant’s continued employment or service, such that, upon termination of the Participant’s employment or service for any reason whatsoever, the Awards may cease vesting immediately, in whole or in part, effective on the date of termination of the Participant’s employment or service (as determined under the Plan and the Terms and Conditions). This will be the case, for example, even if the Participant is dismissed for disciplinary or objective reasons. Consequently, upon the Participant’s termination of employment or service for any of the above reasons, the Participant will automatically lose any rights to the Awards to the extent not vested on the date of the Participant’s termination of employment or service, as described in the Plan and the Terms and Conditions.

Tax Information
If the Participant holds assets or rights outside of Spain (including Shares acquired under the Plan), the Participant may have to file an informational tax report, Form 720, with the tax authorities declaring such ownership by March 31 of the following year.
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Generally, this reporting obligation is based on the value of those rights and assets as of December 31 and has a threshold of €50,000 per type group of asset (one type of group being securities, rights, insurance policies and income located abroad).

Reporting requirements are based on what the Participant has previously disclosed and the increase in value of such and the total value of certain groups of foreign assets. Also, the thresholds for annual filing requirements may change each year. Therefore, the Participant should consult the Participant’s personal advisor regarding whether the Participant will be required to file an informational tax report for assets and rights that the Participant holds abroad.

Exchange Control Information
The acquisition, ownership and sale of Shares under the Plan must be declared to the Spanish Direccion General de Comercio e Inversiones (the “DGCI”) which is a department of the Ministry of Economy and Competitiveness. Generally, the declaration must be made by filing the appropriate form with the DGCI. The ownership of any Shares must also be declared with the DGCI each January (with respect to shares owned as of December 31 of the prior year) while the Shares are owned. However, if the value of the Shares acquired or sold during the year exceeds a specified threshold (which is subject to revision each year), the declaration must be filed within one month of the acquisition or sale, as applicable.

Securities Disclaimer
The grant of the Awards under the Plan (i) does not constitute a public offer of securities in accordance with the provisions of Article 35 of the Spanish Securities Market Act, enacted by Royal Legislative Decree 4/2015, of 23 October, (ii) is not subject to the Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and therefore there is no obligation to approve, register and publish a prospectus with Spanish competent authorities (Comisión Nacional del Mercado de Valores).

Sweden

Tax Information
If the value of a payment exceeds SEK 150,000 to/from a recipient in a foreign country, the bank processing the transaction is obligated to report the transaction to the Swedish Tax Agency.

Switzerland

Securities Law Notice
The Award and the issuance of any Shares thereunder is not intended to be publicly offered in or from Switzerland. Neither these Terms and Conditions nor any other materials relating to the Award (1) constitute a prospectus as such term is understood pursuant to article 652a of the Swiss Code of Obligations, (2) may be publicly distributed nor otherwise made publicly available in Switzerland, or (3) have been or will be filed with, approved or supervised by any Swiss regulatory authority (in particular, the Swiss Financial Market Supervisory Authority (FINMA)).

Taiwan
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Data Protection
The Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in these Terms and Conditions, the Plan and any other Award materials by and among, as applicable, the Company and any of its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan. The data is supplied by the Company or its Affiliates and also by the Participant through information collected in connection with the Award Agreement and the Plan.

Exchange Control Information
Upon the Participant’s acquisition or remittance of foreign currency equal to or exceeding TWD 500,000, the Participant is required to file a report with the Central Bank through the bank where the foreign exchange transaction will be carried out. A Central Bank permit and necessary supporting documents are required if an individual inward or outward remittance by the Participant equals to or exceeds US$500,000, and Central Bank approval is required if annual inward or outward remittance exceeds US$5,000,000.

Thailand

Exchange Control Information
If proceeds from the Award exceed US$50,000, the Participant must (i) immediately repatriate such funds to Thailand and (ii) report the inward remittance to the Bank of Thailand on a Foreign Exchange Transaction Form. In addition, within three hundred and sixty (360) days of repatriation, the Participant must either convert any funds repatriated to Thailand to Thai Baht or deposit the funds in a foreign exchange account with a Thai commercial bank. Any such commercial bank must be duly authorized by the Bank of Thailand to engage in the purchase, exchange and withdrawal of foreign currency.

Data Protection
The Participant hereby consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in these Terms and Conditions, the Plan and any other Award materials by and among, as applicable, the Company and any of its Affiliates for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

The Participant understands that the Company and its Affiliates may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan.
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The data is supplied by the Company or its Affiliates and also by the Participant through information collected in connection with the Award Agreement and the Plan.

United Kingdom

Termination of Service
The Participant has no right to compensation or damages on account of any loss in respect of Awards under the Plan where the loss arises or is claimed to arise in whole or part from: (a) the termination of the Participant’s office or employment; or (b) notice to terminate the Participant’s office or employment. This exclusion of liability shall apply regardless of how termination of office or employment, or the giving of notice, is caused, and regardless of how compensation or damages are claimed. For the purpose of the Plan, the implied duty of trust and confidence is expressly excluded.

Tax Acknowledgment
This provision supplements Section 12.11 of the Plan and Section 12 of the Terms and Conditions:

The Participant agrees that if the Participant does not pay, or the Participant’s employer or the Company does not withhold from the Participant, the full amount of Tax-Related Items that the Participant will owe at vesting of the Awards, or the release or assignment of the Awards for consideration, or the receipt of any other benefit in connection with the Awards (the “Taxable Event”) within 90 days after the end of the UK tax year in which the Taxable Event occurs, or such other period specified in Section 222(1)(c) of the UK Income Tax (Earnings and Pensions) Act 2003 (“Due Date”), then the amount that should have been withheld shall constitute a loan owed by the Participant to the Employer, effective on the Due Date. The Participant agrees that the loan will bear interest at Her Majesty’s Revenue & Customs’ (“HMRC”) official rate and will be immediately due and repayable by the Participant, and the Company and/or the Participant’s employer may recover it at any time thereafter by withholding the funds from salary, bonus or any other funds due to the Participant by the Participant’s employer, by withholding in Shares issued upon vesting of the Units or from the cash proceeds from the sale of Shares or by demanding cash or a cheque from the Participant. The Participant also authorizes the Company to delay the issuance of any Shares unless and until the loan is repaid in full.

Notwithstanding the foregoing, if the Participant is an officer or executive director (as within the meaning of Section 13(k) of the Exchange Act), the terms of the immediately foregoing provision will not apply. In the event that the Participant is an officer or executive director, as defined above, and Tax-Related Items are not collected from or paid by the Participant by the Due Date, the amount of any uncollected Tax-Related Items may constitute a benefit to the Participant on which additional income tax and national insurance contributions may be payable. The Participant acknowledges that the Company or the Participant’s employer may recover any such additional income tax and national insurance contributions at any time thereafter by any of the means referred to in Section 12.11 of the Plan and Section 12 of the Terms and Conditions.

Joint Election
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Tax-related items referenced in Section 12.11 of the Plan and Section 12 of the Terms and Conditions (“Tax-Related Items”) shall include Primary and, to the extent legally possible, Secondary Class 1 National Insurance Contributions.

As a term of receiving the grant of RSUs, the Participant agrees to accept any liability for all secondary Class 1 NICs which may be payable by the Company and/or the Company’s Affiliate employing or retaining the Participant in connection with the RSUs and any event giving rise to Tax-Related Items (the “Employer’s NICs”). Without limitation to the foregoing, the Participant agrees to enter into a joint election with the Company (the “Joint Election”), the form of such Joint Election being formally approved by HMRC, and to execute any other consents or elections required to accomplish the transfer of the entirety of Employer’s NICs to the employee. The Participant further agrees to execute such other joint elections as may be required between the Participant and any successor to the Company and/or the Company’s Affiliate employing or retaining the Participant. The Participant further agrees that the Company and/or the Company’s Affiliate employing or retaining the Participant may collect the Employer’s NICs from him or her by any of the means set forth in this Addendum A or in Section 12.11 of the Plan and Section 12 of the Terms and Conditions.

If the Participant does not enter into a Joint Election, if approval of the Joint Election has been withdrawn by HMRC or if such Joint Election is jointly revoked by the Participant and the Company’s Affiliate employing or retaining the Participant, as applicable, the Company, in its sole discretion and without any liability to the Company or the Company’s Affiliate employing or retaining the Participant, may choose not to issue or deliver any Shares to the employee upon vesting of the RSUs.

For the avoidance of doubt, this requirement will apply to all the Participants that work in the UK during any period from grant through the final Vesting Date regardless of whether the Participant was in the UK at the time of grant.

Vietnam

Awards Settled in Cash
Section 1 of the Terms and Conditions is amended to read as follows:

1. Grant of RSUs. The Company hereby evidences and confirms its grant to the individual whose name is set forth on the Notice (the “Participant”), effective as of the grant date set forth on the Notice (the “Grant Date”), of the number of Restricted Stock Units set forth on the Notice (the “RSUs”). Each RSU represents the unfunded, unsecured right of the Participant to receive from the Company or its Affiliate the cash value of one Share as measured by the closing price of the Share as traded on the Nasdaq Global Select Market as of the applicable Vesting Date. The RSUs are subject to the terms and conditions of the Plan, which are incorporated by reference herein.

Section 4 of the Terms and Conditions is amended to read as follows:

4. Delivery. The cash value of one Share as measured by the closing price of the Share as traded on Nasdaq as of the applicable Vesting Date shall be delivered in respect of each RSU within 30 days of the applicable Vesting Event. In the event of the death of the Participant
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following a Vesting Event and prior to payment, the payment shall be made to the Participant’s estate or to a beneficiary designated in accordance with the Company’s requirements as in effect from time to time.

Section 12(a) of the Terms and Conditions is amended to read as follows:

(a) Affiliate. The Company (which, for purposes of this Section 12(a) includes any Affiliate employing the Participant) and the Participant shall cooperate to satisfy applicable income and employment tax withholding requirements applicable to the grant, vesting and settlement of the RSUs (the “Required Withholding”). The Company shall withhold from the payment of cash that would otherwise have been transferred to the Participant in settlement of vested RSUs the amount necessary to satisfy the Participant’s Required Withholding unless the Required Withholding shall previously have been satisfied by the Participant or from other amounts payable by the Company to the Participant and, if applicable, shall deliver the remaining amount of the payment to the Participant. The amount of the Required Withholding and the amount to be withheld by the Company, if applicable, to satisfy the Participant’s Required Withholding, as well as the amount reflected on tax reports filed by the Company, shall be based on the Fair Market Value of the Shares on the date prior to the applicable Vesting Date. The obligations of the Company under these Terms and Conditions will be conditioned on such satisfaction of the Required Withholding. The payment of any applicable withholding taxes through the withholding of Shares otherwise issuable under this Award shall not exceed the minimum required withholding liability.

UK AND ANY EUROPEAN UNION OR EUROPEAN ECONOMIC AREA COUNTRY
This provision supplements Section 19 of the Terms and Conditions for a Participant employed in the European Union, the United Kingdom or the or European Economic Area:

Data Privacy
a.The Participant hereby acknowledges and understands that the Participant’s personal data is collected, retained, used, processed, disclosed and transferred, in electronic or other form, as described in these Terms and Conditions by and among, as applicable, the Participant’s employer, the Company and its Affiliates, and third parties assisting in the implementation, administration and management of the Plan for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan.

a.The Participant understands that the Company and its Affiliates (including the Participant’s employer), as applicable, hold certain personal data about him or her regarding the Participant’s employment, the nature and amount of the Participant’s compensation and the facts and conditions of the Participant’s participation in the Plan, including, but not limited to, the Participant’s name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any equity or directorships held in the Company and its Affiliates and details of all RSUs or any other entitlement to equity awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of the implementation, management and administration of the Plan (the “Data”).

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a.The Participant understands that the Data may be transferred to the Company, its Affiliate and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Participant’s country, or elsewhere (including countries outside the European Economic Area and the United Kingdom, such as the U.S.), and that the recipient’s country may have a different or lower standard of data privacy rights and protections than the Participant’s country. Where the Data will be transferred outside the Participant’s work location, and where there is not a European Commission adequacy decision in place, the transfers will be in accordance with Chapter V of the GDPR (or the equivalent provision under United Kingdom legislation). The Participant understands that the Participant may request details of any recipients of the Data by contacting the Participant’s local human resources representative. The Participant understands that the recipients receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Plan, including transfers of such Data to a broker or other third party. The Participant understands that the Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Plan in accordance with applicable law. The Participant understands that the Participant may, at any time, exercise the rights granted to him/her by the GDPR (or similar rights under United Kingdom legislation) including the right to: request to access or be provided with a copy of the Participant’s Data, request additional information about the storage and processing of the Data, require any corrections or amendments to the Data in any case without cost and to the extent permitted by law. The above rights can be exercised by contacting in writing the Participant’s local human resources representative. The Participant understands, however, that processing of the Participant’s Data is necessary and refusing any consent that is sought by the Company or objecting to the processing of the Participant’s Data may affect the Participant’s ability to participate in the Plan. For more information on the processing of the Participant’s Data and other personal data, the Participant is referred to the Privacy Notice provided to him/her by the Participant’s employer.
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EX-10.2 3 directorformofrestrictedst.htm EX-10.2 Document


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Warner Music Group Corp. 2020 Omnibus Incentive Plan Director Restricted Stock Unit Grant Notice

We are pleased to inform you that Warner Music Group Corp. (the “Company”), has authorized the grant to you of the number of Restricted Stock Units set forth below pursuant to the Warner Music Group Corp. 2020 Omnibus Incentive Plan (the “Plan”). This award is subject to all of the terms and conditions set forth herein, in the Director Restricted Stock Unit Agreement attached hereto, and in the Plan, all of which are incorporated herein in their entirety, and to your acceptance of this award and such terms and conditions. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Director Restricted Stock Unit Agreement.
Director:    #ParticipantName#
Grant Date:    #GrantDate#
Number of Restricted Stock Units:    #QuantityGranted#
Vesting Schedule:    Except as otherwise provided herein, 100% of the Restricted Stock Units granted hereunder shall vest on the date of the Company’s regularly scheduled annual shareholder meeting in the calendar year immediately following the calendar year in which the Grant Date occurs, provided the Director’s service on the Board continues until such date.

Please review the Plan and the attached Director Restricted Stock Unit Agreement for important information about the Restricted Stock Units. For your award to be effective, this Notice of Grant must be electronically reviewed and accepted on the Fidelity NetBenefits website on or before 30 days after the grant date. [If you have any questions regarding the Fidelity NetBenefits website and you are located in the U.S., you can call 1-800-544-9354, outside of the U.S., you can go to FIDELITY.COM/GLOBALCALL for dialing instructions. If you have general inquiries on your Award, please contact EmployeeEquity@wmg.com.





DIRECTOR RESTRICTED STOCK UNIT AGREEMENT

DIRECTOR RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”)
dated as of the Grant Date (the “Grant Date”) set forth in the Notice of Grant (defined below), by and between Warner Music Group Corp. (the “Company”), and the director whose name appears in the Notice of Grant (the “Director”).
1.Grant of Restricted Stock Units. The Company hereby evidences and confirms its grant to the Director, effective as of the Grant Date, of the number of deferred stock units (the “Restricted Stock Units”) specified in the Warner Music Group Corp. 2020 Omnibus Incentive Plan Director Restricted Stock Unit Grant Notice to which this Agreement is attached (the “Notice of Grant”). The Restricted Stock Units are Stock- Based Awards for purposes of the Warner Music Group Corp. 2020 Omnibus Incentive Plan (the “Plan”). This Agreement is subordinate to, and the terms and conditions of the Restricted Stock Units granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. Any capitalized terms used herein without definition shall have the meanings set forth in the Plan.
2.Vesting of Restricted Stock Units. Except as otherwise provided herein or in the Plan, 100% of the Restricted Stock Units granted hereunder shall vest on the date of the Company’s regularly scheduled annual shareholder meeting in the calendar year immediately following the calendar year in which the Grant Date occurs, provided the Director’s service on the Board continues until such date.
3.Settlement of Restricted Stock Units. Subject to Section 7(d), the Company shall deliver to the Director one Share, in settlement of each outstanding Restricted Stock Unit that becomes vested in accordance with Section 2, within 30 days after vesting or, if payment is required to be delayed past such date pursuant to Section 409A of Code because the Director is deemed to be a “specified employee” under any Company Specified Employee policy in effect at the time of such termination of service, on the first business day following the six-month anniversary of the Director’s termination of service, or as soon thereafter as practicable (but no later than December 31 of such year), in each case by either (A) issuing one or more stock certificates evidencing the Share to the Director, or (B) registering the issuance of the Share in the name of the Director through a book entry credit in the records of the Company’s transfer agent. No fractional shares of stock shall be issued in respect of Restricted Stock Units. Fractional Restricted Stock Units shall be settled through a cash payment equal to the Fair Market Value of the fractional Shares on the settlement date. Upon a Change in Control, Restricted Stock Units shall be treated as set forth in the Plan. Any Restricted Stock Units that are not vested as of the Director’s termination of service shall be forfeited immediately upon such termination of service.



4.Securities Law Compliance. Notwithstanding any other provision of this Agreement, the Director may not sell the Shares acquired upon vesting of the Restricted Stock Units unless such Shares are registered under the Securities Act, or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other applicable laws and regulations governing the shares and the Director may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.
5.Director’s Rights with Respect to the Restricted Stock Units.
(a)Restrictions on Transferability. The Restricted Stock Units granted hereby are not assignable or transferable, in whole or in part, and may not, directly or indirectly, be offered, transferred, sold, pledged, hedged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Director upon the Director’s death; provided that the deceased Director’s beneficiary or representative of the Director’s estate shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary or the estate were the Director.
(b)No Rights as Stockholder. The Director shall not have any rights as a stockholder including any voting, dividend or other rights or privileges as a stockholder of the Company with respect to any Shares corresponding to the Restricted Stock Units granted hereby unless and until Shares are issued to the Director in respect thereof.
(c)image_03.jpgDividend Equivalents. The Director shall be credited with Dividend Equivalents in the form of additional Restricted Stock Units when cash dividends are paid to holders of the Company’s Class A Common Stock. Such Dividend Equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared for each share of the Company’s Class A Common Stock by the number of Restricted Stock Units held by the Director on the record date of such dividend, by (ii) the Fair Market Value of a share of the Company’s Class A Common Stock on the date the dividend becomes payable to the Company’s shareholders, with fractions computed to three decimal places. Such additional Restricted Stock Units shall be vested and settled in the same manner as the Restricted Stock Units to which they relate.
6.Adjustment in Capitalization. The number, class or other terms of any outstanding Restricted Stock Units shall be adjusted by the Administrator to reflect any extraordinary dividend, stock dividend, stock split or share combination or any recapitalization, business combination, merger, consolidation, spin-off, exchange of

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shares, liquidation or dissolution of the Company or other similar transaction affecting Shares in such manner as it determines in its sole discretion.
7.Miscellaneous.
(a)Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(b)No Right to Continued Service. Nothing in the Plan or this Agreement shall interfere with or limit in any way any right to terminate the Director’s service at any time or confer upon the Director any right to continue as a director.
(c)Interpretation. The Administrator shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and the terms of this Award. Any determination or interpretation by the Administrator under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.
(d)Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Section 409A of the Code, each payment that the Director may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.
(e)Tax Withholding. Unless otherwise determined by the Company, the Company shall withhold from the Shares that would otherwise have been transferred to the Director in settlement of vested Restricted Stock Units (including in respect of Dividend Equivalents) the number of Shares necessary to satisfy any tax withholding required under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld (“Required Withholding”) unless the Required Withholding shall previously have been satisfied by the Director or from other amounts payable by the Company to the Director and, if applicable, shall deliver the remaining Shares to the Director. Notwithstanding anything to the contrary, the Company retains the right to deduct from all amounts paid to the Director in cash (whether under the Plan or otherwise) any amounts as may be necessary in the opinion of the Company to satisfy all Required Withholding. The Company also retains the right to require the recipient of Shares received in settlement of Restricted Stock Units to remit to

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the Company an amount in cash sufficient to satisfy the amount of taxes required to be withheld as a condition to the issuance of such Shares.
(f)Applicable Law. THE AWARD, THIS DIRECTOR RESTRICTED STOCK UNIT AGREEMENT AND THE NOTICE OF GRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE. ANY ACTION TO ENFORCE THE AWARD, THESE TERMS AND CONDITIONS OR THE NOTICE MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN NEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
(g)Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Director acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any contractual or other right to receive future grants of Awards; and (c) that the future value of the Stock is unknown and cannot be predicted with certainty.
(h)Data Privacy. By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, the Director: (a) authorizes the Company, any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waives any data privacy rights the Director may have with respect to such information; and (c) authorizes the Company and its agents to store and transmit such information in electronic form.
(i)Consent to Electronic Delivery. By entering into this Agreement and accepting the Restricted Stock Units evidenced hereby, Director hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Director pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Restricted Stock Units via Company web site or other electronic delivery.
(j)Headings and Captions. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

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(k)Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.
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EX-10.3 4 directorformofdeferredstoc.htm EX-10.3 Document


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Warner Music Group Corp. 2020 Omnibus Incentive Plan Director Deferred Share Unit Grant Notice

We are pleased to inform you that Warner Music Group Corp. (the “Company”), has authorized the grant to you of the number of Deferred Share Units set forth below pursuant to the Warner Music Group Corp. 2020 Omnibus Incentive Plan (the “Plan”). This award is subject to all of the terms and conditions set forth herein, in the Director Deferred Share Unit Agreement attached hereto, and in the Plan, all of which are incorporated herein in their entirety, and to your acceptance of this award and such terms and conditions. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Director Deferred Share Unit Agreement.
Director:    #ParticipantName#
Grant Date:    #GrantDate#
Number of Deferred Share Units:    #QuantityGranted#
Vesting Schedule:    Except as otherwise provided herein, 100% of the Deferred Share Units granted hereunder shall vest on the date of the Company’s regularly scheduled annual shareholder meeting in the calendar year immediately following the calendar year in which the Grant Date occurs, provided the Director’s service on the Board continues until such date.

Please review the Plan and the attached Director Deferred Share Unit Agreement for important information about the Deferred Share Units. For your award to be effective, this Notice of Grant must be electronically reviewed and accepted on the Fidelity NetBenefits website on or before 30 days after the grant date. [If you have any questions regarding the Fidelity NetBenefits website and you are located in the U.S., you can call 1-800-544-9354, outside of the U.S., you can go to FIDELITY.COM/GLOBALCALL for dialing instructions. If you have general inquiries on your Award, please contact EmployeeEquity@wmg.com.





DIRECTOR DEFERRED SHARE UNIT AGREEMENT

DIRECTOR DEFERRED SHARE UNIT AGREEMENT (the “Agreement”)
dated as of the Grant Date (the “Grant Date”) set forth in the Notice of Grant (defined below), by and between Warner Music Group Corp. (the “Company”), and the director whose name appears in the Notice of Grant (the “Director”).
1.Grant of Deferred Share Units. The Company hereby evidences and confirms its grant to the Director, effective as of the Grant Date, of the number of deferred stock units (the “Deferred Share Units”) specified in the Warner Music Group Corp. 2020 Omnibus Incentive Plan Director Deferred Share Unit Grant Notice to which this Agreement is attached (the “Notice of Grant”). The Deferred Share Units are Stock- Based Awards for purposes of the Warner Music Group Corp. 2020 Omnibus Incentive Plan (the “Plan”). This Agreement is subordinate to, and the terms and conditions of the Deferred Share Units granted hereunder are subject to, the terms and conditions of the Plan, which are incorporated by reference herein. If there is any inconsistency between the terms hereof and the terms of the Plan, the terms of the Plan shall govern. Any capitalized terms used herein without definition shall have the meanings set forth in the Plan.
2.Vesting of Deferred Share Units. Except as otherwise provided herein or in the Plan, 100% of the Deferred Share Units granted hereunder shall vest on the date of the Company’s regularly scheduled annual shareholder meeting in the calendar year immediately following the calendar year in which the Grant Date occurs, provided the Director’s service on the Board continues until such date.
3.Settlement of Deferred Share Units. Subject to Section 7(d), the Company shall deliver to the Director one Share, in settlement of each outstanding Deferred Share Unit that is vested as of the Director’s “termination of service” (within the meaning of the Plan), within 30 days after such termination of service or, if payment is required to be delayed past such date pursuant to Section 409A of Code because the Director is deemed to be a “specified employee” under any Company Specified Employee policy in effect at the time of such termination of service, on the first business day following the six-month anniversary of the Director’s termination of service, or as soon thereafter as practicable (but no later than December 31 of such year), in each case by either (A) issuing one or more stock certificates evidencing the Share to the Director, or (B) registering the issuance of the Share in the name of the Director through a book entry credit in the records of the Company’s transfer agent. No fractional shares of stock shall be issued in respect of Deferred Share Units. Fractional Deferred Share Units shall be settled through a cash payment equal to the Fair Market Value of the fractional Shares on the settlement date. Upon a Change in Control, Deferred Share Units shall be treated as set forth in the Plan. Any Deferred Share Units that are not vested as of the Director’s termination of service shall be forfeited immediately upon such termination of service.



4.Securities Law Compliance. Notwithstanding any other provision of this Agreement, the Director may not sell the Shares acquired upon vesting of the Deferred Share Units unless such Shares are registered under the Securities Act, or, if such shares are not then so registered, such sale would be exempt from the registration requirements of the Securities Act. The sale of such shares must also comply with other applicable laws and regulations governing the shares and the Director may not sell the Shares if the Company determines that such sale would not be in material compliance with such laws and regulations.
5.Director’s Rights with Respect to the Deferred Share Units.
(a)Restrictions on Transferability. The Deferred Share Units granted hereby are not assignable or transferable, in whole or in part, and may not, directly or indirectly, be offered, transferred, sold, pledged, hedged, assigned, alienated, hypothecated or otherwise disposed of or encumbered (including without limitation by gift, operation of law or otherwise) other than by will or by the laws of descent and distribution to the estate of the Director upon the Director’s death; provided that the deceased Director’s beneficiary or representative of the Director’s estate shall acknowledge and agree in writing, in a form reasonably acceptable to the Company, to be bound by the provisions of this Agreement and the Plan as if such beneficiary or the estate were the Director.
(b)No Rights as Stockholder. The Director shall not have any rights as a stockholder including any voting, dividend or other rights or privileges as a stockholder of the Company with respect to any Shares corresponding to the Deferred Share Units granted hereby unless and until Shares are issued to the Director in respect thereof.
(c)image_01.jpgDividend Equivalents. The Director shall be credited with Dividend Equivalents in the form of additional Deferred Share Units when cash dividends are paid to holders of the Company’s Class A Common Stock. Such Dividend Equivalents shall be computed by dividing: (i) the amount obtained by multiplying the amount of the dividend declared for each share of the Company’s Class A Common Stock by the number of Deferred Share Units held by the Director on the record date of such dividend, by (ii) the Fair Market Value of a share of the Company’s Class A Common Stock on the date the dividend becomes payable to the Company’s shareholders, with fractions computed to three decimal places. Such additional Deferred Share Units shall be vested and settled in the same manner as the Deferred Share Units to which they relate.
6.Adjustment in Capitalization. The number, class or other terms of any outstanding Deferred Share Units shall be adjusted by the Administrator to reflect any extraordinary dividend, stock dividend, stock split or share combination or any recapitalization, business combination, merger, consolidation, spin-off, exchange of shares, liquidation or dissolution of the Company or other similar transaction affecting Shares in such manner as it determines in its sole discretion.

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7.Miscellaneous.
(a)Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any person other than the parties to this Agreement or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.
(b)No Right to Continued Service. Nothing in the Plan or this Agreement shall interfere with or limit in any way any right to terminate the Director’s service at any time or confer upon the Director any right to continue as a director.
(c)Interpretation. The Administrator shall have full power and discretion to construe and interpret the Plan (and any rules and regulations issued thereunder) and the terms of this Award. Any determination or interpretation by the Administrator under or pursuant to the Plan or this Award shall be final and binding and conclusive on all persons affected hereby.
(d)Section 409A. The intent of the parties is that the payments and benefits under this Agreement comply with Section 409A of the Code and the regulations and guidance promulgated thereunder and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. For purposes of Section 409A of the Code, each payment that the Director may be eligible to receive under this Agreement shall be treated as a separate and distinct payment.
(e)Tax Withholding. Unless otherwise determined by the Company, the Company shall withhold from the Shares that would otherwise have been transferred to the Director in settlement of vested Deferred Share Units (including in respect of Dividend Equivalents) the number of Shares necessary to satisfy any tax withholding required under the laws of any country, state, province, city or other jurisdiction, including but not limited to income taxes, capital gains taxes, transfer taxes, and social security contributions that are required by law to be withheld (“Required Withholding”) unless the Required Withholding shall previously have been satisfied by the Director or from other amounts payable by the Company to the Director and, if applicable, shall deliver the remaining Shares to the Director. Notwithstanding anything to the contrary, the Company retains the right to deduct from all amounts paid to the Director in cash (whether under the Plan or otherwise) any amounts as may be necessary in the opinion of the Company to satisfy all Required Withholding. The Company also retains the right to require the recipient of Shares received in settlement of Deferred Share Units to remit to the Company an amount in cash sufficient to satisfy the amount of taxes required to be withheld as a condition to the issuance of such Shares.

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(f)Applicable Law. THE AWARD, THIS DIRECTOR DEFERRED SHARE UNIT AGREEMENT AND THE NOTICE OF GRANT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS MADE AND TO BE WHOLLY PERFORMED WITHIN THAT STATE. ANY ACTION TO ENFORCE THE AWARD, THESE TERMS AND CONDITIONS OR THE NOTICE MUST BE BROUGHT IN A COURT SITUATED IN, AND THE PARTIES HEREBY CONSENT TO THE JURISDICTION OF, COURTS SITUATED IN NEW YORK COUNTY, NEW YORK. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.
(g)Limitation on Rights; No Right to Future Grants; Extraordinary Item of Compensation. By entering into this Agreement and accepting the Deferred Share Units evidenced hereby, the Director acknowledges: (a) that the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (b) that the Award does not create any contractual or other right to receive future grants of Awards; and (c) that the future value of the Stock is unknown and cannot be predicted with certainty.
(h)Data Privacy. By entering into this Agreement and accepting the Deferred Share Units evidenced hereby, the Director: (a) authorizes the Company, any agent of the Company administering the Plan or providing Plan recordkeeping services, to disclose to the Company or any of its affiliates any information and data the Company requests in order to facilitate the grant of the Award and the administration of the Plan; (b) waives any data privacy rights the Director may have with respect to such information; and (c) authorizes the Company and its agents to store and transmit such information in electronic form.
(i)Consent to Electronic Delivery. By entering into this Agreement and accepting the Deferred Share Units evidenced hereby, Director hereby consents to the delivery of information (including, without limitation, information required to be delivered to the Director pursuant to applicable securities laws) regarding the Company and the Subsidiaries, the Plan, this Agreement and the Deferred Share Units via Company web site or other electronic delivery.
(j)Headings and Captions. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
(k)Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

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EX-31.1 5 q22025ex311.htm EX-31.1 Document

Exhibit 31.1
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Robert Kyncl, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2025 of Warner Music Group Corp. (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Dated: May 8, 2025
/S/ ROBERT KYNCL
Chief Executive Officer
(Principal Executive Officer)


EX-31.2 6 q22025ex312.htm EX-31.2 Document

Exhibit 31.2
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Armin Zerza, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2025 of Warner Music Group Corp. (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)    Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)    Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of the Registrant’s Board of Directors (or persons performing the equivalent functions):
a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
Dated: May 8, 2025
/S/ ARMIN ZERZA
Chief Financial Officer
(Principal Financial and Accounting Officer)


EX-32.1 7 q22025ex321.htm EX-32.1 Document

Exhibit 32.1
Certification of the Chief Executive Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Warner Music Group Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Robert Kyncl, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)     the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)     the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 8, 2025
/S/ ROBERT KYNCL
Robert Kyncl
Chief Executive Officer


EX-32.2 8 q22025ex322.htm EX-32.2 Document

Exhibit 32.2
Certification of the Chief Financial Officer
Pursuant to 18 U.S.C. Section 1350,
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Warner Music Group Corp. (the “Company”) on Form 10-Q for the period ended March 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Armin Zerza, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)    the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 8, 2025
/S/ ARMIN ZERZA
Armin Zerza
Chief Financial Officer