What changed in this filing

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Item 9A. Controls and Procedures

2020-11-23 compared with 2019-11-27 · 68 added, 1069 removed, 148 unchanged (88% of the section changed)

17 unchanged sentences

Changes in Internal Control over Financial Reporting

Beginning October 1, 2018, the Company implemented the new revenue standard pursuant to Financial Accounting Standards Board, Accounting Standards Codification Topic 606, Revenue from Contracts with Customers .

As a result of this adoption, the Company recorded a material decrease to opening accumulated deficit as of October 1, primarily due to the transition from a cash basis to accrual basis accounting.

As such, the Company implemented changes to its processes related to revenue recognition and the control activities within them.

These included the development of new policies based on the five-step model provided in the new revenue standard, training, contract review requirements and gathering of information provided for the disclosures required in the Company’s SEC interim and annual filings.

There were no other changes in our internal control over financial reporting that occurred during the fiscal year ended September 30, 2019 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

There have been no changes in our internal control over financial reporting or other factors that occurred during the fourth fiscal quarter of the fiscal year ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management’s report on internal control over financial reporting is located on page 68 of this report.

Management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act.

Management designed our internal control systems in order to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes 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 our assets;

(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 are being made only in accordance with authorizations of management and directors 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.

Our internal control systems include the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies as identified and are augmented by written policies, an organizational structure providing for division of responsibilities, careful selection and training of qualified financial personnel and a program of internal audits.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2020.

OTHER INFORMATION

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERANCE

The following is a list of our current executive officers and directors, their ages as of November 27, 2019 , and their positions and offices.

Stephen Cooper

Chief Executive Officer;

Chief Executive Officer, Recorded Music;

Executive Vice President and Chief Financial Officer

Carianne Marshall

Co-Chair and Chief Operating Officer, Warner Chappell Music

Co-Chair and Chief Executive Officer, Warner Chappell Music

Maria Osherova

Executive Vice President, Chief Human Resources Officer

Executive Vice President and General Counsel and Secretary

Oana Ruxandra

Executive Vice President, New Business Development—Chief Acquisition Officer

Executive Vice President, Chief Communications Officer

Michael Lynton

Chairman of the Board

Len Blavatnik

Vice Chairman of the Board

Lincoln Benet

Alex Blavatnik

Mathias Döpfner

Noreena Hertz

Our executive officers are appointed by, and serve at the discretion of, the Company’s board of directors.

Each executive officer is an employee of the Company or one of its subsidiaries.

The following information provides a brief description of the business experience of each of our executive officers and directors.

Stephen Cooper, 73, has served as a director since July 20, 2011 and as our CEO since August 18, 2011.

Previously, Mr.

Cooper was our Chairman of the Company’s board of directors from July 20, 2011 to August 18, 2011.

Cooper is a member of the Board of Directors of LyondellBasell, one of the world’s largest olefins, polyolefins, chemicals and refining companies.

He has more than 30 years of experience as a financial advisor, and has served as Chief Executive Officer of Metro-Goldwyn-Mayer, Inc.;

Chief Executive Officer of Hawaiian Telcom;

Executive Chairman of Blue Bird Corporation;

Executive Chairman of the Board of Collins & Aikman Corporation;

Chief Executive Officer of Krispy Kreme Doughnuts;

and Chief Executive Officer and Chief Restructuring Officer of Enron Corporation.

Cooper also serves on the Board of Directors of LyondellBasell Industries N.V.

Cooper is also the Managing Partner of Cooper Investment Partners, a private equity firm.

Max Lousada , 46 , has served as a director since October 1, 2017 and as our CEO, Recorded Music, since October 1, 2017.

He oversees the Company’s worldwide Recorded Music business, including Atlantic, Warner Records, Elektra, Parlophone, Warner Music Nashville, Global Catalog/Rhino and Warner Classics, as well as the Company’s international Recorded Music affiliates, and WMG’s Artist & Label Services divisions, WEA Corp.

Before taking his latest role, Mr.

Lousada was the Chairman & CEO of Warner Music UK, where he was responsible for overseeing the Company’s U.K.

family of labels during a four-year run of record-breaking success.

In addition, he served as Chairman of the BRITs Committee from 2014 to 2016.

Lousada previously headed up Atlantic Records U.K.

for nine years, where he built an award-winning team and roster of artists.

Prior to his tenure at Atlantic U.K., Mr.

Lousada led A&R at Mushroom Records.

Eric Levin, 57, has served as our Executive Vice President and Chief Financial Officer since October 13, 2014.

From October 2012 to June 2014, he served as the financial director of Ecolab (China) Investment Co.

Ltd, a multinational technology and manufacturing group in China.

From May 1988 to December 2001, he worked in various financial functions at Home Box Office, Inc., a subsidiary of Time Warner, and was promoted to CFO from January 2000 to December 2001.

Thereafter and until 2011, he served in various operational and financial roles in companies in the media and publishing industry.

From 2004 to 2007, he was the Co-Founder and CEO of City on Demand, LLC, a television production company.

From 2009 to 2011, Mr.

Levin was CFO at SCMP Group Limited, a company listed on the Hong Kong Stock Exchange, which is a leading Asia media holding company, and joined the board of The Post Publishing Public Company Limited, a company listed on the Stock Exchange of Thailand, which publishes newspapers

and magazines.

Levin obtained a B.S.

in Electrical Engineering from the University of Pennsylvania in May 1984 and an M.B.A.

in finance and economics from the University of Chicago Graduate School of Business in March 1988.

Carianne Marshall, 42 , has served as Co-Chair and Chief Operating Officer of Warner Chappell Music since January 2019.

Marshall joined Warner Chappell in June 2018 as Chief Operating Officer of Warner Chappell.

Prior to joining Warner Chappell in June 2018, she was Partner, Head of Creative Services, and Head of Creative Licensing at SONGS, the noted independent music publisher, which she joined in 2006.

Marshall served as SONGS’ executive leader on the West Coast, helping to build a roster of over 300 songwriters and overseeing a creative licensing staff responsible for placing compositions by SONGS’ writers in all forms of visual media and overseeing the non-top 40 roster.

From 2003 to 2006, Ms.

Marshall was Director of Motion Picture and Television Music at Universal Music Publishing Group, and from 2000 to 2003, she worked at DreamWorks Music Publishing, where she was an A&R coordinator and subsequently the company’s synchronization executive.

Marshall also held previous roles at Elektra Records and Universal Music Publishing.

She began her career in the music entertainment industry at Los Angeles-based VOX Productions, where she worked in live music production, while helping manage and book local bands.

Marshall obtained a B.A.

degree in Communications from the University of Southern California.

Guy Moot, 54 , has served as Co-Chair and Chief Executive Officer of Warner Chappell Music since April 1, 2019.

From 2017 until 2019, Mr.

Moot served as President of Worldwide Creative at Sony/ATV, where he led the company’s efforts to seek out the best songwriting talent, regardless of their country of origin.

From 2005 to 2017, Mr.

Moot was Managing Director of EMI Music Publishing UK and President of European Creative where his leadership played a key role in ensuring that EMI was named Music Week Publisher of the Year for fourteen years running.

During that time, Mr.

Moot led the Sony/ATV and EMI Music Publishing merger across Europe in 2012, and, from 2016 to 2017, he led the company to a record-breaking, year-long hold on the UK Number 1 Singles spot.

From 2003 to 2005, Mr.

Moot was EMI Music Publishing’s Executive Vice President of A&R for the UK and Europe.

Maria Osherova, 54, has served as our Executive Vice President, Chief Human Resources Officer since July 29, 2014.

Osherova joined the Company in 2006 as Vice President, Human Resources for Warner Music International, based in London.

Advancing to Senior Vice President of Warner Music International, she played a pivotal role in the successful integration of Parlophone Label Group within the Company.

Prior to joining the Company, Ms.

Osherova was Global HR Manager for a division of Shell International Petroleum, where she headed a department responsible for employees in over 120 countries.

She previously held several posts at The Coca-Cola Company, based variously in Copenhagen, Oslo, and St.

Osherova studied at St.

Petersburg State Technical University, where she was awarded a Master of Sciences degree.

Robinson , 61 , has served as our Executive Vice President and General Counsel and Secretary since December 2006.

He is responsible for our worldwide legal and business affairs and public policy functions.

Robinson joined the Company’s legal department in 1995.

From 1995 to December 2006, Mr.

Robinson held various positions with the Company, including Acting General Counsel and Senior Vice President, Deputy General Counsel.

Before joining the Company, Mr.

Robinson was a partner in the New York City law firm Mayer, Katz, Baker, Leibowitz & Roberts.

Robinson has a B.A.

in English from Williams College and a J.D.

from Fordham University School of Law.

Oana Ruxandra , 38 , has served as interim head of business development for our Recorded Music business since June 2019.

In such capacity, Ms.

Ruxandra oversees global business development and digital strategy for our Recorded Music business, with a focus on exploring new forms of commercial innovation and creating new digital revenue opportunities.

Since December 2018, Ms.

Ruxandra has served as Executive Vice President, New Business Channels—Chief Acquisition Officer, a role that requires her to attract non-traditional partners and identify unconventional M&A opportunities.

From 2016 until December 2018, she served as Senior Vice President of Digital Strategy and Partnerships at Universal Music Group, prior to which she spent four years at the Company, advancing to Vice President of Digital Strategy and Business Development.

Ruxandra previously spent seven years in the financial industry at firms such as BlackRock and Constellation Capital Management.

Ruxandra received her B.A.

in Economics and Political Science from Columbia University and her M.B.A.

from The Wharton School at the University of Pennsylvania.

James Steven, 42, has served as Executive Vice President, Chief Communications Officer since January 1, 2015.

He is responsible for our worldwide communications and corporate marketing functions, including external and internal communications, investor relations, social responsibility and special events.

He also oversees the interaction and coordination of the communications functions of our operating companies.

Steven joined the Company in 2007 as part of the Company’s international communications team based in London.

He relocated to New York in 2012, becoming Senior Vice President, Communications and Marketing.

Prior to joining the Company, Mr.

Steven held various roles at public relations and marketing agencies, including Cow PR and Consolidated PR, working with clients in the film, TV, technology, retail, beverages and automobile industries.

Steven holds an M.A.

(Honors) degree from the University of Edinburgh.

Michael Lynton, 59, has served as Chairman of the Board of WMG since February 7, 2019.

Lynton also currently serves as Chairman of the Board of Snap, Inc., a position he has held since 2016 after joining Snap Inc.’s board in 2013, and is a member of the board of directors of Pearson plc.

and Ares Management, L.P.

Previously, Mr.

Lynton served as the CEO of Sony Entertainment

from April 2012 until February 2017, overseeing Sony’s global entertainment businesses, including Sony Music Entertainment, Sony/ATV Music Publishing and Sony Pictures Entertainment.

Lynton also served as Chairman and CEO of Sony Pictures Entertainment since January 2004.

Prior to joining Sony Pictures, Mr.

Lynton worked for Time Warner, and from 2000 to 2004, he served as CEO of AOL Europe, President of AOL International and President of Time Warner International.

From 1996 to 2000, Mr.

Lynton served as Chairman and CEO of Pearson plc’s Penguin Group where he oversaw the acquisition of Putnam, Inc.

and extended the Penguin brand to music and the Internet.

Lynton joined the Walt Disney Company in 1987, and from 1992 to 1996, he served as President of Disney’s Hollywood Pictures.

Lynton is also a member of the Harvard Board of Overseers and serves on the boards of the Los Angeles County Museum of Art, the Tate, and the Rand Corporation.

Lynton holds a B.A.

in History and Literature from Harvard College and received his M.B.A.

from Harvard University.

Len Blavatnik, 62, has served as a director and as Vice Chairman of the Board of the Company since July 20, 2011.

Blavatnik is the founder and Chairman of Access, a privately held, U.S.

industrial group with global strategic investments.

He previously served as a member of the board of directors of the Company from March 2004 to January 2008.

Blavatnik provides financial support to, and remains engaged in, many educational pursuits.

Blavatnik is a member of boards at Oxford University and Tel Aviv University, and is a member of Harvard University’s Committee on University Resources, Global Advisory Council and the Task Force on Science and Engineering.

In 2010, the Blavatnik Family Foundation committed £75 million to establish the Blavatnik School of Government at the University of Oxford.

Blavatnik and the Blavatnik Family Foundation have also been generous supporters of other leading educational, scientific, cultural and charitable institutions throughout the world.

Blavatnik is a member of the board of directors of the 92nd Street Y in New York, The Mariinsky Foundation of America, The Carnegie Hall Society, Inc.

and The Center for Jewish History in New York.

He is also a Trustee of the State Hermitage Museum in St.

Petersburg, Russia.

Blavatnik emigrated to the U.S.

in 1978 and became a U.S.

citizen in 1984.

He received his Master’s degree from Columbia University in 1981 and his M.B.A from Harvard Business School in 1989.

Blavatnik is the brother of Alex Blavatnik.

Lincoln Benet, 56, has served as a director since July 20, 2011.

Benet is the Chief Executive Officer of Access.

Prior to joining Access in 2006, Mr.

Benet spent 17 years at Morgan Stanley, most recently as a Managing Director.

His experience spans corporate finance, mergers and acquisitions, fixed income and capital markets.

Benet is a member of the Supervisory Board of Directors for LyondellBasell Industries N.V.

and a member of the boards of DAZN Group Limited and, until 2019, Clal Industries Ltd.

Benet graduated summa cum laude with a B.A.

in Economics from Yale University and received his M.B.A.

from Harvard Business School.

Alex Blavatnik, 55, has served as a director since July 20, 2011.

Blavatnik is an Executive Vice President and Vice Chairman of Access.

A 1993 graduate of Columbia University, Mr.

Blavatnik joined Access in 1996 to manage the Company’s growing activities in Russia.

Currently, he oversees Access’s operations out of its New York-based headquarters and serves as a director of various companies in the Access global portfolio.

In addition, Mr.

Blavatnik is engaged in numerous philanthropic pursuits and sits on the boards of several educational and charitable institutions.

Blavatnik is the brother of Len Blavatnik.

Mathias Döpfner , 56 , has served as a director since May 1, 2014.

Döpfner is Chairman and CEO of German media group Axel Springer SE in Berlin.

Holding a stake of about 3%, Mr.

Döpfner is also one of the company’s largest shareholders.

Axel Springer is the leading digital publisher in Europe and is active in more than 40 countries.

Publishing brands include BILD, WELT and BUSINESS INSIDER.

Döpfner became CEO in 2002, Axel Springer revenues from digital activities increased from €117 million to €2.3 billion and worldwide digital audience expanded to more than 300 million users.

Döpfner is also a member of the Board of Directors of Netflix Inc.

Noreena Hertz, 52 , has served as a director since September 15, 2017 and previously served as a director from May 1, 2014 through May 22, 2016.

Professor Hertz advises some of the biggest organizations and most senior figures in the world on strategy, decision-making, corporate social responsibility and global economic and geo-political trends.

Her best-selling books, Eyes Wide Open, the Silent Takeover and IOU:

The Debt Threat, have been published in 22 countries.

Professor Hertz served as a member of Citigroup’s Politics and Economics Global Advisory Board between 2007 and 2008 and as a member of the Advisory Group steering McKinsey CEO Dominic Barton’s Inclusive Capitalism Taskforce between 2012 and 2013.

A much sought-after commentator on television and radio Hertz contributes to a wide range of publications and networks including The BBC, CNN, CNBC, CBS, ITV , The New York Times, The Wall Street Journal, The Daily Beast , the Financial Times , the Guardian , The Washington Post , The Times of London , Wired, and Nature .

She has given Keynote Speeches at TED and The World Economic Forum, as well as for leading global corporations, and has shared platforms with such luminaries as President Bill Clinton and James Wolfensohn.

An influential economist on the international stage, Professor Hertz also played a pivotal role in the development of (RED), an innovative commercial model to raise money for people with AIDS in Africa, having inspired Bono (co-founder of the project) with her writings.

Professor Hertz has been described by the Observer as “one of the world’s leading young thinkers,” Vogue as “one of the world’s most inspiring women” and was featured on the cover of Newsweek ’s September 30, 2013 issue in Europe, Asia and the Middle East.

She has an M.B.A from the Wharton School of the University of Pennsylvania and a Ph.D.

from the University of Cambridge.

Having spent 10 years at the University of Cambridge as Associate Director of the Centre for International Business and Management, in 2014 she moved to University College London where she is a Visiting Professor at the Institute for Global Prosperity.

Ynon Kreiz, 54, has served as a director since May 9, 2016.

Since April 26, 2018, Mr.

Kreiz has been the Chairman and CEO of Mattel, Inc.

MAT), one of the world’s largest toy companies.

From March 2012 to January 2016, Mr.

Kreiz served as the Chairman and CEO of Maker Studios, a global leader in online short-form video and one of the largest content networks on YouTube.

From June 2008 to June 2011, Mr.

Kreiz was Chairman and CEO of Endemol Group, one of the world’s largest independent television production companies.

From 2005 to 2007, Mr.

Kreiz was a General Partner at Balderton Capital (formerly Benchmark Capital Europe).

From 1996 to 2002, Mr.

Kreiz was co-founder, Chairman and CEO of Fox Kids Europe N.V., a leading pay-TV channel in Europe and the Middle East, broadcasting in 56 countries.

FKE was listed on the Euronext Stock Exchange in Amsterdam in 1999.

Kreiz holds a B.A.

in Economics and Management from Tel Aviv University and an M.B.A.

from UCLA’s Anderson School of Management, where he currently serves on the Board of Advisors.

Lee, 75, has served as a director since August 17, 2011.

Lee had previously served as our director from March 4, 2004 to July 20, 2011.

He is Chairman and CEO of Thomas H.

Lee Capital, LLC, Chairman of Lee Equity Partners, LLC and Chairman of AGL Credit Management LP.

Lee founded the Thomas H.

Lee Company, the predecessor of Thomas H.

Lee Partners, L.P., and from that time until March 2006 served as its Chairman and CEO.

From 1966 through 1974, Mr.

Lee was with First National Bank of Boston where he directed the bank’s high technology lending group from 1968 to 1974 and became a Vice President in 1973.

Prior to 1966, Mr.

Lee was a securities analyst in the institutional research department of L.F.

Rothschild in New York.

Lee serves or has served, including during the past five years, as a director of numerous public and private companies in which he and his affiliates have invested, including MidCap Financial LLC, Papa Murphy’s International, LLC, Edelman Financial Services, LLC, Aimbridge Hospitality Holdings LLC and KMAC Enterprises Inc.

Lee is currently a Trustee of Lincoln Center for the Performing Arts, NYU Langone Medical Center and the New York City Police Foundation among other civic and charitable organizations.

He also serves on the Executive Committee for Harvard University’s Committee on University Resources.

Lee is a 1965 graduate of Harvard College.

Wagner, 56, has served as a director since July 20, 2011.

Wagner is a Managing Director of Access, having been with Access since 2010.

He oversees Access’ North America direct investing activities.

From 2000 to 2009, Mr.

Wagner was a Senior Managing Director of Ripplewood Holdings L.L.C., responsible for investments in several areas and heading the industry group focused on investments in basic industries.

Previously, Mr.

Wagner was a Managing Director of Lazard Freres & Co.

LLC and had a 15-year career at that firm and its affiliates in New York and London.

He is a board member of EP Energy, Calpine Corporation and BMC Software and was on the board of NYSE-listed RSC Holdings from November 2006 until August 2009.

Wagner graduated summa cum laude with an A.B.

in physics from Harvard College.

Board of Directors

Our business and affairs are managed under the direction of the Company’s board of directors.

Our board of directors currently consists of 11 members.

Under our amended and restated certificate of incorporation and by-laws, our board of directors shall consist of such number of directors as determined from time to time by resolution adopted by the board.

Our directors hold office until their successors have been elected and qualified or until the earlier of their resignation or removal.

When considering whether directors have the experience, qualifications, attributes or skills, taken as a whole, to enable the Company’s board of directors to satisfy its oversight responsibilities effectively in light of our business and structure, the Company’s board of directors focuses primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above.

In the view of the Company’s board of directors, its directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

In particular, each of our directors brings specific experience, qualifications, attributes and skills to our board.

The directors affiliated with Access, Messrs.

Len Blavatnik, Benet, Alex Blavatnik, and Wagner, each brings beneficial experience and attributes to our board of directors.

Len Blavatnik has extensive experience advising companies, particularly as founder and Chairman of Access and in his role as a former director of UC Rusal plc and TNK-BP Limited.

Benet has extensive experience in advising companies, in particular as the Chief Executive Officer of Access, in his role as a director of LyondellBasell Industries N.V.

and in his former role as a director of Clal Industries Ltd.

Alex Blavatnik has extensive experience advising companies, particularly as Vice Chairman of Access, as a director of Clal Industries Ltd.

and, previously, as a director of OGIP Ventures, Ltd.

Wagner has served as a director of various companies, including public companies, and has over 25 years of experience in investing, banking and private equity.

In addition to their individual attributes, each of the directors affiliated with Access possesses experience in advising and managing publicly traded and privately held enterprises and is familiar with the corporate finance and strategic business planning activities that are unique to leveraged companies.

Lynton brings beneficial experience and attributes to our board of directors, including his various experiences in the entertainment industry, advising and managing companies.

Cooper has more than 30 years of experience as a financial advisor, and has served as chairman or chief executive officer of various businesses, including Chief Executive Officer of Metro-Goldwyn-Mayer, Inc.

and Chief Executive Officer of Hawaiian Telcom.

Lousada is involved in managing the day-to-day business of our Company, providing him with intimate knowledge of our operations, and he has significant experiences in the entertainment industry, advising and managing companies.

Döpfner has extensive experience in the media industry.

Through his positions as Chairman and CEO of Axel Springer, he has a profound understanding of the challenges and developments of today’s business, such as content creation and monetization or distribution and digital platforms.

Professor Hertz has over 25 years of experience in advising companies in a variety of sectors and geographies on strategic and policy decisions, intelligence gathering and analysis, millennials and post-millennials and stakeholder management and corporate social responsibility.

She has also held senior academic positions where her research has focused on decision-making, risk assessment and management, globalization, innovation and corporate social responsibility.

Kreiz has extensive experience advising and managing companies, having served as Chairman and CEO of Maker Studios and the Endemol Group and also as a general partner at Balderton Capital (formerly Benchmark Capital Europe).

Lee has extensive experience advising and managing companies, serving as the Chairman and CEO of Thomas H.

Lee Capital, LLC, Thomas H.

Lee Capital Management, LLC and Lee Equity Partners, LLC and serving as or having served as a director of numerous public and private companies.

Lee was also part of the investor group that acquired Warner Music Group from Time Warner in the 2004 Acquisition and was a director of our company from March 2004 until July 2011, before subsequently rejoining the board of directors in August 2011, and has a detailed understanding of our Company.

Our board of directors believes that the qualifications described above bring a broad set of complementary experience to the Company’s board of directors’ discharge of its responsibilities, coupled with a strong alignment with the interests of the stockholder of our Company.

Committees of the Board of Directors

Following consummation of the Merger, we became a privately held company.

As a result, we are no longer subject to any stock exchange listing or SEC rules requiring a majority of our board of directors to be independent or relating to the formation and functioning of the various board committees.

The board of directors of the Company has an Audit Committee, a Compensation Committee, a Finance Committee and a Dividend Committee, all of which report to the Company’s board of directors as they deem appropriate, and as the board of directors may request.

Affiliates of Access own 100% of our common stock and have the power to elect our directors.

Thus the board of directors has determined that it is not necessary for us to have a Nominating Committee or a committee performing similar functions.

The Company’s board of directors does not have a policy with regard to the consideration of any director candidates recommended by our debt holders or other parties.

The Audit Committee is responsible for overseeing the accounting and financial reporting processes of the Company and audits of the financial statements of the Company and its subsidiaries.

The Audit Committee is responsible for assisting the board of directors’ oversight of (a) the quality and integrity of the Company’s financial statements and related disclosure;

(b) the independent auditor’s qualifications and independence;

(d) the performance of the Company’s internal audit function and independent auditor;

and (e) the Company’s compliance with legal and regulatory requirements.

The Audit Committee’s duties include, when appropriate, as permitted under applicable law, amending or supplementing the Company’s Delegation of Authority Policy without the prior approval of the board of directors.

The current members of the Company’s audit committee are Messrs.

Wagner, Kreiz and Lee.

Wagner serves as the chairman of the committee.

Kreiz and Wagner qualify as “audit committee financial experts,” as defined by SEC rules, based on their education, experience and background.

The Compensation Committee discharges the responsibilities of the Company’s board of directors of the Company relating to all compensation, including equity compensation, of the Company’s executives.

The Compensation Committee has overall responsibility for evaluating and making recommendations to the board of directors regarding director and officer compensation, compensation under the Company’s long-term incentive plans and other compensation policies and programs.

The current members of the Company’s Compensation Committee are Messrs.

Benet, Lee and Wagner and Alex Blavatnik and Len Blavatnik.

Benet serves as the chairman of the committee.

As of September 26, 2017, the Finance Committee discharges the responsibilities of the board of directors of the Company relating to all debt financing transactions.

The current members of the Company’s Finance Committee are Messrs.

Benet, Cooper, Wagner and Alex Blavatnik.

As of November 30, 2016, the Dividend Committee discharges the responsibilities of the board of directors of the Company relating to all dividend and dividend equivalent declarations and payments.

The current members of the Company’s Dividend Committee are Messrs.

Benet, Cooper, Wagner and Alex Blavatnik.

Oversight of Risk Management

On behalf of the Company’s board of directors, our Audit Committee is responsible for oversight of the Company’s risk management and assessment guidelines and policies.

We are exposed to a number of risks including financial risks, operational risks and risks relating to regulatory and legal compliance.

The Audit Committee discusses with management and the independent auditors the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are undertaken.

The Company’s Chief Compliance Officer and Head of Internal Audit are responsible for the Company’s risk management function and regularly work closely with the Company’s senior executives to identify risks material to the Company.

Both the Chief Compliance Officer and the Head of Internal Audit report regularly to the Chief Financial Officer, the Chief Executive Officer and the Audit Committee regarding the Company’s risk management policies and procedures.

In that regard, both the Chief Compliance Officer and Head of Internal Audit regularly meet with the Audit Committee to discuss the risks facing the Company, highlighting any new risks that may have arisen since they last met.

The Audit Committee also reports to the Company’s board of directors to apprise them of their discussions with the Chief Compliance Officer and Head of Internal Audit regarding the Company’s risk management efforts.

In addition, the Company’s board of directors receives management updates on our business operations, financial results and strategy and, as appropriate, discusses and provides feedback with respect to risks related to those topics.

Section 16(a) Beneficial Ownership Reporting Compliance

Subsequent to the consummation of the Merger, as the Company no longer has a class of securities registered pursuant to Section 12 of the Exchange Act, none of its directors, officers or stockholders is subject to the reporting requirements of Section 16(a) of the Exchange Act.

Code of Conduct

The Company has adopted a Code of Conduct as our “code of ethics” as defined by regulations promulgated under the Securities Act, and the Exchange Act (and in accordance with the NYSE requirements for a “code of conduct”), which applies to all of the Company’s directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A current copy of the Code of Conduct is available on the Company’s website at www.wmg.com by clicking on “Investor Relations” and then on “Corporate Governance.” A copy of the Code of Conduct may also be obtained free of charge, from the Company upon a request directed to Warner Music Group Corp., 1633 Broadway, New York, NY 10019, Attention:

Investor Relations.

The Company will disclose within four business days any substantive changes in or waivers of the Code of Conduct granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference to, and will be contained in, our Proxy Statement for the 2020 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended September 25, 2020.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This compensation discussion and analysis provides information about the material elements of compensation that are paid, awarded to, or earned by our “named executive officers,” who consist of our principal executive officer, principal financial officer and our three other most highly compensated executive officers for fiscal year 2019 .

Our named executive officers (“NEOs”) for fiscal year 2019 are:

Stephen Cooper, Chief Executive Officer (“CEO”)

Eric Levin, Executive Vice President and Chief Financial Officer

Max Lousada, Chief Executive Officer, Warner Recorded Music

Carianne Marshall, Co-Chair and Chief Operating Officer, Warner Chappell Music

Guy Moot, Co-Chair and Chief Executive Officer, Warner Chappell Music

Role of the Compensation Committee

The Compensation Committee is responsible for overseeing our compensation programs.

As part of that responsibility, the Compensation Committee determines all compensation for the Company’s executive officers.

For executive officers other than the CEO, the Compensation Committee considers the recommendation of the CEO and the Executive Vice President, Human Resources in making its compensation determinations.

The Committee interacts regularly with management regarding our executive compensation initiatives and programs.

The Compensation Committee has the authority to engage its own advisors and had done so prior to the consummation of the Merger.

However, during fiscal year 2019, no independent compensation advisor provided any advice or recommendations on the amount or form of executive and director compensation to the Compensation Committee and since the consummation of the Merger, we have not retained a compensation consultant to assist in determining or recommending the amount or form of executive compensation.

The Compensation Committee may elect in the future to retain a compensation consultant if it determines that doing so would assist it in implementing and maintaining our compensation programs.

Our executive team consists of individuals with extensive industry expertise, creative vision, strategic and operational skills, in-depth company knowledge, financial acumen and high ethical standards.

We are committed to providing competitive compensation packages to ensure that we retain these executives and maintain and strengthen our position as a leading global music entertainment company.

Our executive compensation programs and the decisions made by the Compensation Committee are designed to achieve these goals.

The compensation for the Company’s NEOs (the executive officers for whom disclosure of compensation is provided in the tables below) consists of base salary and annual bonuses.

In addition, two of our NEOs, Messrs.

Cooper and Lousada, participate, based on their individual elections, in the Second Amended and Restated Warner Music Group Corp.

Senior Management Free Cash Flow Plan (the “Plan”), our long-term incentive program.

The NEOs do not receive any other compensation or benefits other than standard benefits available to all U.S.

employees, which primarily consist of health plans, the opportunity to participate in the Company’s 401(k) and deferred compensation plans, basic life insurance and accidental death insurance coverage.

Additionally, because Mr.

Lousada is located in the United Kingdom, he participates in our defined contribution pension scheme for our U.K.

employees, and he also receives a car allowance and is reimbursed for certain tax preparation costs.

Moot also participated in the defined contribution pension scheme for U.K.

employees for a portion of the 2019 fiscal year during his employment in London, U.K., prior to his relocation to Los Angeles, California.

For the 2019 fiscal year, in determining the compensation of the NEOs, the Compensation Committee sought to establish a level of compensation that is (a) appropriate for the size and financial condition of the Company, (b) structured so as to attract and retain qualified executives and (c) tied to annual financial performance and long-term shareholder value creation.

The Company has entered into employment arrangements with each of our NEOs (other than Mr.

Cooper), which establish each executive’s base salary and, for Mr.

Lousada, his entitlement to a percentage of our annual free cash flow under the Plan and, in the case of Messrs.

Levin and Moot and Ms.

Marshall, their discretionary or target annual bonus.

The Company has not entered into an employment agreement with Mr.

Cooper because, among other reasons, as a participant in the Plan (with an entitlement to a percentage of our annual free cash flow under the Plan), the Company believes he already has retention incentives to remain employed at the Company.

Executive Compensation Objectives and Philosophy

We design our executive compensation programs to attract talented executives to join the Company and to motivate them to position us for long-term success, achieve superior operating results and increase stockholder value.

To realize these objectives, the

Compensation Committee and management focus on the following key factors when considering the amount and structure of the compensation arrangements for our executives:

Alignment of executive and stockholder interests by providing incentives linked to operating performance and achievement of cash flow and strategic objectives.

We are committed to creating stockholder value and believe that our executives and employees should be provided incentives through our compensation programs that align their interests with those of our stockholders.

Accordingly, we provide our executives with annual cash bonus incentives linked to our operating performance.

In addition, in 2013, we adopted the Plan, which, as described below, is an incentive compensation program that pays annual bonuses based on our free cash flow and offers participants the opportunity to share in appreciation of our common stock.

For information on the components of our executive compensation programs and the reasons why each is used, see “Components of Executive Compensation” below.

A clear link between an executive’s compensation and Company-wide performance.

Two of our NEOs (Messrs.

Cooper and Lousada) and some of our other senior executives have elected to participate in the Plan.

As further discussed below, the Plan, which is a significant part of our executive compensation program, is designed to reward our executives’ contributions to our free cash flow and long-term value.

For other executives, their compensation is designed to reward their achievement of specified key goals, which include, among other things, the successful implementation of strategic initiatives, realizing superior operating and financial performance, and other factors that we believe are important, such as the promotion of an ethical work environment and teamwork within the Company.

We believe our compensation structure motivates our executives to achieve these goals and rewards them for their significant efforts and contributions to the Company and the results they achieve.

The extremely competitive nature of the media and entertainment industry, and our need to attract and retain the most creative and talented industry leaders.

We compete for talented executives in relatively high-priced markets, and the Compensation Committee takes this into consideration when making compensation decisions.

For example, we compete for executives with other recorded music and music publishing companies, other entertainment, media and technology companies, law firms, private ventures, investment banks and many other companies that offer high levels of compensation.

We believe that our senior management team is among the best in the industry and is the right team to lead us to long-term success.

Our commitment to ensuring that we are led by the right executives is a high priority, and we make our compensation decisions accordingly.

Components of Executive Compensation

Employment Arrangements

With the exception of Mr.

Cooper as described above, in the 2019 fiscal year we had employment arrangements with all of our NEOs, the key terms of which are described below under “Summary of NEO Employment Arrangements.” We believe that having employment arrangements with certain of our executives can be beneficial to us because it provides retentive value, requires them to comply with key restrictive covenants, and may give us some competitive advantage in the recruiting process over a company that does not offer employment arrangements.

Our employment arrangements set forth the terms and conditions of employment and establish the components of an executive’s compensation, which generally include the following:

Participation in the free cash flow bonus pool of the Plan or a discretionary or target annual cash bonus;

Severance payable upon a qualifying termination of employment;

Benefits, including participation in a defined contribution plan and health, life insurance and disability insurance plans.

Key Considerations in Determining Executive Compensation

The following describes the components of our NEO compensation arrangements and why each is included in our executive compensation programs.

The cash base salary an NEO receives is determined by the Compensation Committee after considering the individual’s compensation history, the range of salaries for similar positions, the individual’s expertise and experience, and other factors the Compensation Committee believes are important, such as whether we are trying to attract the executive from another opportunity.

The Compensation Committee believes it is appropriate for executives to receive a competitive level of guaranteed compensation in the form of base salary and determines the initial base salary by taking into account recommendations from management and, if deemed necessary, the Compensation Committee’s independent compensation consultant.

Each of our NEOs (other than Mr.

Cooper) was paid base salary in accordance with the terms of their respective employment arrangement for fiscal year 2019 .

Cooper was paid annual base salary of $1,000,000 for fiscal year 2019 .

Effective November 1, 2018, Ms.

Marshall’s annual base salary increased from $750,000 to $1,000,000, in recognition of additional duties and responsibilities she assumed in connection with the departure of Warner Chappell Music’s former Chair and Chief Executive Officer.

On February 1, 2019 , her annual base salary increased to $1,250,000 in connection with her promotion to Co-Chair and Chief Operating Officer of Warner Chappell Music.

Annual Cash Bonus

Our Compensation Committee directly links the amount of the annual cash bonuses we pay to our financial performance for the particular year.

Cooper and Lousada have elected to participate in the annual free cash flow bonus pool in the Plan, as described below.

Annual Free Cash Flow Bonus Pool

Cooper and Lousada have elected to participate in the Plan, which is also a non-qualified deferred compensation plan that allows the participants to defer receipt of all or a portion of their annual bonuses until future dates prescribed by the Plan.

Our Compensation Committee adopted the Plan to, among other reasons, reinforce a partnership culture with our executives, by allowing them to participate in our short-term performance (in the form of annual free cash flow bonuses) and long-term performance (in the form of deferred compensation that is indexed to the value of our common stock and with grants of Profits Interests, as described below under “Long-Term Equity Incentives”).

We believe it is important for our executives and shareholders to be motivated to work together towards shared financial and operational goals.

In addition, our Compensation Committee considered that the Plan offers our executives the opportunity for tax-efficient wealth management creation based on our performance.

For the 2019 fiscal year, Messrs.

Cooper and Lousada participated in the Plan with fixed percentages of free cash flow of 2.5% and 1.0%, respectively.

The Company’s free cash flow for the 2019 fiscal year for the Plan was $283 million.

Accordingly, for fiscal year 2019 , Messrs.

Cooper and Lousada earned free cash flow bonuses under the Plan of $7,075,000 and $2,830,000, respectively.

Because he had already deferred his maximum allocation under the Plan prior to the 2019 fiscal year, Mr.

Cooper was not entitled to defer any of his free cash flow bonus payable for the 2019 fiscal year and all of it will be paid to him in cash.

Lousada elected to defer 100% of his free cash flow bonus earned from the 2019 fiscal year and, in doing so, to acquire equity interests representing shares of our common stock.

The amounts to be paid in cash to Mr.

Cooper for his free cash flow bonus under the Plan for the 2019 fiscal year are set forth below under the “Non-Equity Incentive Plan Compensation” column in the Summary Compensation Table.

Discretionary Bonuses

Levin and Moot and Ms.

Marshall do not participate in the Plan.

For the 2019 fiscal year, Mr.

Levin had an annual target bonus amount of $850,000 set forth in his employment agreement.

For the 2019 fiscal year, Mr.

Moot had an annual target bonus amount of $1,750,000 set forth in his employment agreement, to be prorated from his date of hire.

For the 2019 fiscal year, Ms.

Marshall had an annual target bonus amount of $1,266,667 set forth in her employment agreement.

The actual amount of Messrs.

Levin’s and Moot’s and Ms.

Marshall’s annual bonuses are determined by the Compensation Committee in its sole discretion and may be higher or lower than their target amounts.

The amounts of Messrs.

Levin’s and Moot’s and Ms.

Marshall’s bonuses for fiscal year 2019 are set forth below under the “Bonus” column in the Summary Compensation Table.

Levin and Moot and Ms.

Marshall, the Compensation Committee considered the recommendation of the CEO and the Executive Vice President, Human Resources in making its bonus determinations.

The bonuses for each of Messrs.

Levin and Moot and Ms.

Marshall were based on the target bonus set forth in his or her employment agreement, corporate performance and other discretionary factors, including achievement of strategic objectives and other goals.

A variety of qualitative and quantitative factors that vary by year and are given different weights in different years depending on facts and circumstances were considered, with no single factor predominant in the overall bonus determination.

The factors considered by the Compensation Committee in connection with Messrs.

Levin and Moot’s and Ms.

Marshall’s fiscal year 2019 bonuses are discussed in more detail below.

For fiscal year 2019 , after considering the factors described above and management’s recommendations, the Compensation Committee determined that the bonuses for Messrs.

Levin and Moot and Ms.

Marshall would be set at amounts equal to $1,034,340, $913,985 and $1,319,487, respectively.

This reflected the Compensation Committee’s and management’s assessment that overall corporate performance and discretionary factors justified payment of such bonus to each of them based on their and the Company’s performance during the fiscal year.

Specifically, the Compensation Committee set the amount of Mr.

Levin’s bonus after considering the quality of his individual performance in running the company-wide finance function, and taking into account other qualitative factors including performance in internal and public financial reporting, budgeting and forecasting processes, compliance and

infrastructure, investment and cost-savings initiatives and communicating to investors and other important constituencies.

The Compensation Committee set the amounts of Mr.

Moot’s and Ms.

Marshall’s bonuses after considering the quality of their individual performance in running their specific business functions as well as the performance of the Company as well as their additional responsibilities during the transition period following the departure of Warner Chappell Music’s former Chair and Chief Executive Officer.

Other non-financial factors taken into account by the Compensation Committee in setting these bonus amounts included, among other items, providing strategic leadership and direction for the Company, including corporate governance matters, managing the strategic direction of the Company.

Long-Term Equity Incentives

Warner Music Group Corp.

Senior Management Cash Flow Plan

As noted above, Messrs.

Cooper and Lousada have elected to participate in the Plan.

In addition to providing an annual bonus that is based on a percentage of the Company’s free cash flow, as described above, the Plan provides its participants with the opportunity to defer all or a portion of their free cash flow bonuses and receive grants of equity interests, within prescribed limits.

Deferral of Compensation under the Plan

Subject to prescribed limits under the Plan (including on an individualized participant basis), deferred amounts, if any, will be credited to a participant’s account as and when a deferred bonus is earned and indexed to the fair market value of a share of our common stock (as determined from time to time by the Compensation Committee), except that the initial value of deferred amounts at the time of deferral was based on our fair market value as of January 1, 2013 for the Plan’s initial participants, including Mr.

Cooper, and as of the grant date for other participants who joined the Plan at a later date, including Mr.

The amount deferred in respect of Mr.

Lousada’s bonus for the 2019 fiscal year is $2,830,000.

As noted above, Mr.

Cooper was not entitled to defer any of his 2019 free cash flow bonus because he had previously deferred his maximum allocation under the Plan.

Equity Interests under the Plan

Each of our NEOs who elected to participate in the Plan became a member of WMG Management Holdings, LLC (“Management LLC”), a limited liability company formed in connection with the Plan’s adoption, and was granted a “profits interest” in Management LLC (“Profits Interests”) in amounts equal to 10,000 times the maximum number of shares of our common stock available for issuance to the participants in settlement of his or her deferred accounts (each deferred equity unit is equivalent to 1/10,000 of a share of our common stock).

These Profits Interests granted to Messrs.

Cooper and Lousada represent an economic entitlement to future appreciation in our common stock above the fair market value on the grant date.

In addition, in connection with the increase to the free cash flow percentage allocations of Mr.

Cooper, he was granted an additional number of Profits Interests in Management LLC equal to the additional number of deferred equity units that may be granted to him, representing an economic entitlement to future appreciation in our common stock from the date of grant.

Terms and conditions of the Plan with respect to the Profits Interests are described below in the narrative accompanying the “Grant of Plan-Based Awards in Fiscal Year 2019 ” table and under “Potential Payments upon Termination or Change-In-Control.”

On January 4, 2019, April 5, 2019 and July 5, 2019, we paid a cash dividend to our stockholders on all the issued and outstanding shares of our common stock.

Under the Plan, deferred equity unit holders receive dividend equivalents for cash dividends paid on our common stock.

Tax Deductibility of Compensation and Other Tax Considerations

Where appropriate, and after taking into account various considerations, including that certain incentives, including the Profits Interests under the Plan, may have competing advantages, we structure our executive employment arrangements and compensation programs to allow us to take a tax deduction for the full amount of the compensation we pay to our executives.

We were a privately held company during all of fiscal year 2019.

As a result, we were not subject to Section 162(m) of the Internal Revenue Code, which generally places limits on the tax deductibility of executive compensation for publicly held companies unless certain requirements are met.

Our NEOs also receive health coverage, life insurance, disability benefits and, generally, other similar benefits in the same manner as our U.S.

employees and, in the case of Mr.

Lousada and, for a portion of the 2019 fiscal year during his employment in London, U.K.

(before he relocated to Los Angeles, California), Mr.

employees of equivalent status.

Retirement Benefits

We offer a tax-qualified 401(k) plan to our U.S.

employees and in November 2010 we adopted a non-qualified deferred compensation plan, which is available to those of our employees whose base salary is at least $200,000 and who are bonus eligible and who are not eligible to participate in the Plan.

Both plans are available to the NEOs except for the non-qualified deferred compensation plan if they participate in the Plan.

None of our NEOs participated in the non-qualified deferred compensation plan during fiscal year 2019.

In accordance with the terms of the Company’s 401(k) plan, the Company matches after one year of service, in cash, 50% of the first 6% of each plan participant’s contributions to the plan, up to 3% of eligible pay, with a limit of up to $8,400 in 2019 , whichever is less.

Employees can contribute up to the maximum IRS pre-tax deferral of $19,000 in 2019 (with a catch up of $6,000 in 2019 in the case of participants age 50 or greater), whichever occurs first.

The matching contributions made by the Company are initially subject to vesting, based on continued employment, with 25% scheduled to vest on each of the second through fifth anniversaries of the employee’s date of hire.

Additionally, the Company offers a defined contribution pension scheme for U.K.

employees, including, in fiscal year 2019, Messrs.

Lousada and Moot.

We generally do not provide perquisites to our NEOs, although, in fiscal year 2019 , Mr.

Lousada and Mr.

Moot received a car allowance, Mr.

Moot received relocation assistance and Messrs.

Lousada and Moot were reimbursed for certain tax preparation costs and received employer contributions with respect to private medical insurance, life assurance and income protection.

See the Summary Compensation Table below for a summary of compensation received by our NEOs, including any perquisites received in fiscal year 2019 .

Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis.

Based on the review and discussions, the Compensation Committee recommends to the Company’s board of directors that the Compensation Discussion and Analysis be included in this Form 10-K.

Members of the Compensation Committee:

Lincoln Benet, Chair

Alex Blavatnik

Len Blavatnik

Summary Compensation Table

The following table provides summary information concerning compensation paid or accrued by us to or, on behalf of, our NEOs, for services rendered to us during the specified fiscal year.

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Compensation

Name and Principal Position

Stephen Cooper

Max Lousada (4)(5)

CEO, Warner Recorded Music

Executive Vice President and

Chief Financial Officer

Carianne Marshall (6)

Co-Chair and COO,

Warner Chappell Music

Co-Chair and CEO,

Warner Chappell Music

______________________________________

Represents discretionary cash bonuses for fiscal year 2019 performance for each of Messrs.

Levin and Moot and Ms.

Marshall expected to be paid in January 2020, and discretionary cash bonuses for fiscal years 2018 and 2017 to Mr.

For the 2019 fiscal year, Mr.

Cooper’s free cash flow bonus under the Plan will be paid entirely in cash because he previously acquired all of his deferred equity unit allocation.

All of his 2018 and 2017 free cash flow bonus were also paid in cash.

Fiscal year 2019 includes 401(k) matching contributions of $8,400 for Mr.

Levin and defined contribution pension matching contributions of $23,991 (£18,787) for Mr.

Lousada and $7,740 (£6,061) for Mr.

Additionally, fiscal year 2019 for Messrs.

Cooper and Lousada, includes $2,013,264 and $433,667, respectively, in cash dividends paid to them under the Plan in respect of their then outstanding deferred equity units and Profits Interests.

Lousada and Moot were reimbursed for certain tax preparation costs and received car allowances as well as employer contributions with respect to private medical insurance, life assurance and income protection.

Moot also received relocation assistance totaling $282,168, including a related tax gross-up of $97,574.

Lousada became an NEO in fiscal year 2018.

The amounts reported for Mr.

Lousada have been converted from British pound sterling to U.S.

dollars using a conversion factor of 1.277 and 1.295 for fiscal years 2019 and 2018, respectively.

Marshall and Mr.

Moot became NEOs in fiscal year 2019.

Base salary information for Ms.

Marshall and Mr.

Moot reflects proration resulting from Ms.

Marshall’s salary changes during fiscal year 2019 and Mr.

Moot’s commencement of employment during fiscal year 2019.

Grant of Plan-Based Awards in Fiscal Year 2019

No deferred equity units or Profits Interests were granted in fiscal year 2019 to our NEOs.

Under the Plan, the deferred amounts granted to our participating NEOs are credited to a participant’s account as and when a deferred bonus is earned based on the fair market value of a share of our common stock as of January 1, 2013.

Uncredited deferred equity units are forfeited upon an NEO’s termination of employment.

Under the Plan, our participating NEOs’ Profits Interests vest over time as equivalent amounts of their annual free cash flow bonuses are deferred under the Plan.

Unvested Profits Interests are forfeited on any termination of employment.

As of September 30, 2019 , 136,567.10 and 54,626.84 deferred equity units had been granted to Mr.

Cooper and Mr.

Lousada, respectively.

As of September 30, 2019 , all of Mr.

Cooper’s deferred equity units, including special deferred equity units, had vested, and Mr.

Lousada had vested in 24,514.38 of his deferred equity units.

Also, each of Messrs.

Cooper and Lousada had vested in an equal number of the Profits Interests held by him.

In December 2018, 45,535.02 of Mr.

Cooper’s deferred equity units, including special deferred equity units, settled and ceased to be outstanding.

Deferred equity units described in this report reflect an adjustment the Company made during fiscal year 2019 to account for a change to the number of shares of our common stock outstanding.

The deferred amounts reflected in the “Outstanding Equity Awards at 2019 Fiscal Year-End” and “Nonqualified Deferred Compensation” tables below are scheduled to be settled in equal installments as follows:

Cooper, on the December 2019 and 2020 redemption dates;

Lousada, on the December 2023, 2024, and 2025 redemption dates.

Deferred accounts will be settled at the participants’ election, in shares of our common stock or with a cash payment equal to the then fair market value of the shares.

Any shares received on settlement are required to be immediately exchanged for fully-vested equity units (“Acquired LLC Units”) in Management LLC.

On each scheduled redemption date, a Plan participant may elect to redeem up to one-third of his or her vested Profits Interests (including any Profits Interests eligible for redemption on a prior redemption date that were not then redeemed) for a cash payment equal to their liquidation value.

A Plan participant may also elect to redeem his or her Acquired LLC Units for a cash payment equal to the fair market value of their underlying shares of the Company’s common stock on each redemption date.

In addition to a Plan participant’s right to redemption of his or her vested Profits Interests and Acquired LLC Units on the redemption dates and annually thereafter, Management LLC may redeem vested Profits Interests and Acquired LLC Units following a participant’s termination of employment with the Company and its subsidiaries.

All remaining Profits Interests will be redeemed in December 2020 for Mr.

Cooper and December 2025 for Mr.

Redemption payments in respect of Profits Interests may be reduced by the amount of any outstanding unrecovered added investment amounts.

As a condition to the grant of Profits Interests to our NEOs who elected to participate in the Plan, each of them agreed to restrictive covenants in the LLC Agreement, including non-competition with the businesses of the Company and its subsidiaries during the participant’s term of employment, non-solicitation of certain artists, labels and employees during the participant’s term of employment and for one year afterwards, as well as obligations of non-disparagement and confidentiality.

Summary of NEO Employment Arrangements

This section describes employment arrangements in effect for our NEOs during fiscal year 2019 .

Potential payments under the severance agreements and arrangements described below are provided in the section entitled “Potential Payments upon Termination or Change-In-Control.” In addition, for a summary of the meanings of “cause” and “good reason” as discussed below, see “Termination for ‘Cause’” and “Resignation for ‘Good Reason’ or without ‘Good Reason’” below.

Employment Arrangements with Stephen Cooper

As noted above, except for Mr.

Cooper’s annual base salary of $1,000,000 and his participation in the Plan, the Company does not have any other employment arrangement with Mr.

Employment Agreement with Max Lousada

During fiscal year 2019 , Mr.

Lousada was party to an employment agreement with us that provided, among other things, for the following:

(1) the term of Mr.

Lousada’s employment agreement ends on September 30, 2022;

Lousada’s base salary for fiscal year 2019 was $5,108,000 (£4,000,000);

(3) eligibility to participate in the Plan;

(4) eligibility to participate in the defined contribution pension plan for UK employees, along with company matching contributions of up to 10% of Mr.

Lousada’s base salary.

In the event we terminate his employment for any reason other than “cause” (as defined in his employment agreement) or he is constructively dismissed, Mr.

Lousada will be entitled to cash severance benefits equal to $7,662,000 (£6,000,000).

Lousada’s employment agreement also contains covenants relating to confidentiality, a six-month post-employment non-compete and a one-year post-employment non-solicitation covenant.

Employment Agreement with Eric Levin

During fiscal year 2019 , Mr.

Levin was party to an employment agreement with us that provided, among other things, for the following:

(1) the term of Mr.

Levin’s employment agreement ends on September 30, 2023;

Levin’s base salary for fiscal year 2019 was $850,000 and his target bonus was $850,000.

Additionally, Mr.

Levin’s base salary and target bonus will continue to be $850,000 for fiscal years 2020 and 2021, and will increase to $900,000 for fiscal years 2022 and 2023.

Also, his employment agreement provides that, if during the term, we establish a new long-term incentive plan, we will consider offering Mr.

Levin an opportunity to participate in it.

In the event we terminate his employment for any reason other than for “cause” (as defined in his employment agreement), Mr.

Levin will be entitled to cash severance benefits equal to the annual base salary payable to him under his employment agreement, except that if we elect to not renew his employment agreement at the end of its term, he will be paid $600,000.

Levin’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

Employment Agreement with Carianne Marshall

For fiscal year 2019 , Ms.

Marshall was party to an employment agreement with us that provided, among other things, for the following:

(1) the term of Ms.

Marshall’s employment agreement ends on March 31, 2024;

Marshall’s base salary for fiscal year 2019 was increased to $1,250,000 on February 1, 2019 (after an earlier increase to $1,000,000 on November 1, 2018), and her target bonus was $1,266,667.

Marshall’s target bonus for each fiscal year after 2019 will be $1,750,000.

Also, her employment agreement provides that, if during the term, we establish a new long-term incentive plan, we will offer Ms.

Marshall an opportunity to participate in it.

In the event we terminate her employment for any reason other than for “cause” (as defined in her employment agreement), death or disability or if Ms.

Marshall terminates her employment for “good reason” (as defined in her employment agreement), Ms.

Marshall will be entitled to severance benefits equal to 15 months of her annual base salary plus a discretionary pro-rated bonus (as determined by the Company in good faith) and continued participation in the Company’s group health and life insurance plans for the month of termination.

However, if we elect to not renew her employment agreement at the end of its term, she will be paid the severance that would be payable to her under our severance policy if she did not have an employment agreement.

Marshall’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

Employment Agreement with Guy Moot

For fiscal year 2019 , Mr.

Moot was party to employment agreements with us that provided, among other things, for the following:

(1) the term of Mr.

Moot’s employment agreement ends on March 31, 2024;

Moot’s annual base salary is $1,750,000 (although prior to his relocation to Los Angeles, California in fiscal year 2019, his annual base salary was denominated as £1,365,000), and his target bonus is the same amount;

Moot was entitled to up to $298,818 (£234,000), after-tax, in relocation assistance in connection with his relocation to Los Angeles, California.

Also, his employment agreement provides that, if during the term, we establish a new long-term incentive plan, we will offer Mr.

Moot an opportunity to participate in it.

In the event we terminate his employment for any reason other than for “cause” (as defined in his employment agreement), death or disability or if Mr.

Moot terminates his employment for “good reason” (as defined in his employment agreement), Mr.

Moot will be entitled to severance benefits equal to 18 months of his annual base salary plus a discretionary prorated bonus (as determined by the Company in good faith), up to $75,000 in relocation assistance to move from Los Angeles, California to London, U.K.

and continued participation in the Company’s group health and life insurance plans for the month of termination.

However, if we elect to not renew his employment agreement at the end of its term, he will be paid 12 months of annual base salary.

Moot resigns without “good reason” or is terminated for “cause” before the second anniversary of his relocation to Los Angeles, California, he will be required to repay all or a portion of the relocation assistance and related tax gross-up.

Moot’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

Outstanding Equity Awards at 2019 Fiscal Year-End

Shares or Units

of Stock That

Vested (#) (1)

Market Value of

Shares or Units of

Stock That Have

Not Vested ($) (4)

Stephen Cooper

______________________________________

An NEO’s deferred equity units and Profits Interests generally vest over time as equivalent amounts of annual free cash flow bonuses are deferred under the Plan.

Cooper’s deferred equity units, including special deferred equity units, and Profits Interests had vested as of September 30, 2019 .

Uncredited deferred equity units approved for grant to the NEO as of September 30, 2019 .

Each deferred equity unit is equivalent to 1/10,000 of a share of our common stock.

Unvested Profits Interests.

This table does not include vested Profits Interests that were held by the NEOs or Class A units of Management LLC received in settlement of vested deferred equity units held in trust by Mr.

Cooper, in each case, as of September 30, 2019 :

Cooper, 136,567.10 vested Profits Interests, with a value of $34,105,592;

Lousada, 24,514.38 vested Profits Interests, with a value of $5,290,203.

A Profits Interest’s benchmark amount reflects the value of 1/10,000 of our common stock on the grant date of the Profits Interest, and the value of a Profits Interest reflects the appreciation in the fair market value of our common stock above its benchmark amount.

For the 2019 redemption date, Mr.

Cooper received shares of the Company’s common stock for his deferred equity units that settled in December 2018 (and all such shares were immediately contributed to Management LLC in exchange for Class A units, pursuant to the Plan) and Mr.

Cooper elected to retain (and not redeem) all of his Profits Interests then eligible for redemption.

Lousada joined the Plan in 2017, he was not eligible to redeem any deferred equity units or Profits Interests in December 2018.

As of September 30, 2019 , the value of 1/10,000 of a share of our common stock, as determined under the Plan, was $367.96.

Assumptions used in the calculation of this amount are included in Note 11 to our audited financial statements for the fiscal year ended September 30, 2019 .

Equity Awards Vested in 2019 Fiscal Year

Shares or Units

Value Realized on

Vesting ($) (3)

Stephen Cooper

______________________________________

Deferred equity units that vested in fiscal year 2019.

Generally, an NEO’s deferred equity units vest in the fiscal year following the fiscal year in which the NEO’s free cash flow bonuses are paid.

However, in August 2018, prior to the 2019

fiscal year, vesting was accelerated for 14,725.98 of Mr.

Lousada’s deferred equity units that would otherwise have vested in fiscal year 2019 and the remaining 9,788.40 vested in December 2018.

Profits Interests that vested in fiscal year 2019 reflect a number of Profits Interests equal to the number of deferred equity units acquired by Mr.

Lousada in fiscal year 2019 .

Reflects the difference between the purchase price of a deferred equity unit and the fair market value of a deferred equity unit on the date Mr.

Lousada acquired the vested deferred equity units in December 2018, and for a Profits Interest reflects the appreciation in the fair market value of one-ten-thousandth (1/10,000) of a share of our common stock as of the vesting date since the date of grant.

Pursuant to the Plan and the NEOs’ elections, the deferred equity units and Profits Interests will not be settled or redeemed until the scheduled redemption dates or, if earlier, termination of the NEO’s employment.

See the descriptions in the narratives accompanying the “Grants of Plan-Based Awards in Fiscal Year 2019 ” table above and below under “Potential Payments upon Termination or Change-In-Control.”

Nonqualified Deferred Compensation

The following table provides information concerning the deferred accounts of our NEOs under the Plan:

Contributions in

Last FY ($) (1)

Contributions in

Last FY ($) (2)

Last FY ($) (3)

Withdrawals /

Distributions ($)

Balance at Last

Stephen Cooper

______________________________________

Amounts of free cash flow bonuses that were deferred by Mr.

Lousada under the Plan through the acquisition of vested deferred equity units in fiscal year 2019 .

Reflects the difference between the purchase price of a deferred equity unit and the fair market value of a deferred equity unit on the date Mr.

Lousada acquired the vested deferred equity units in fiscal year 2019 .

Reflects the increase in value of vested deferred equity units outstanding as of September 30, 2019 since October 1, 2018.

Cooper, this reflects the value of shares of the Company’s common stock that he received in settlement of his deferred equity units in December 2019.

Potential Payments upon Termination or Change-In-Control

We have entered into employment arrangements that, by their terms, will require us to provide compensation and other benefits to our NEOs if their employment terminates or they resign under specified circumstances.

In addition, the Plan provides for certain payments upon a participant’s termination of employment or a change-in-control of the Company.

The following discussion summarizes the potential payments upon a termination of employment in various circumstances.

The amounts discussed apply the assumptions that employment terminated on September 30, 2019 and the NEO does not become employed by a new employer or return to work for the Company, or that a change in control occurred on September 30, 2019 .

The discussion that follows addresses Ms.

Marshall and Messrs.

Lousada, Cooper, Levin and Moot.

See “Summary of NEO Employment Arrangements” above for a description of their respective agreements.

The value of a fractional share of our common stock applied to this discussion was $367.96, as determined under the Plan as of September 30, 2019 .

Estimated Benefits upon Termination for “Cause” or Resignation Without “Good Reason”

In the event an NEO is terminated for “cause,” or resigns without “good reason” as such terms are defined below, the NEO is only eligible to receive compensation and benefits accrued through the date of termination.

Therefore, no amounts other than accrued amounts would be payable to Ms.

Marshall or Messrs.

Lousada, Levin and Moot in this instance pursuant to their employment arrangements.

As noted above, Mr.

Cooper does not have an employment arrangement directly with the Company and, therefore, he is also not entitled to any benefits from the Company, except under the Plan, if he is terminated for “cause” or he resigns without “good reason.”

Estimated Benefits upon Termination without “Cause” or Resignation for “Good Reason”

Upon termination without “cause” or resignation for “good reason,” Ms.

Marshall and Messrs.

Lousada, Levin and Moot are entitled to contractual severance benefits payable on termination plus, in the case of Ms.

Marshall and Mr.

Moot, a pro-rated annual bonus for the year of termination.

Although annual free cash flow bonuses under the Plan are generally contingent upon the participant being employed with the Company on the date of payment, if, after the first quarter of a fiscal year, the employment of Messrs.

Cooper or Lousada is terminated by the Company without “cause”, by him for “good reason” or due to his death or “disability,” he will be entitled under the Plan to a pro rata free cash flow bonus in respect of the year in which such event occurs (as such terms are

defined in the Plan).

None of our NEOs is entitled to any additional severance upon a termination in connection with a change in control.

Salary (other

Value of Deferred

Compensation (3)

Acceleration of

Interests (4)

Stephen Cooper

Max Lousada (5)

Carianne Marshall

______________________________________

Levin, Moot and Lousada and Ms.

Marshall, the amount represents the severance payable to them on such a qualifying termination.

Cooper and Lousada, represents a pro rata amount of the annual free cash flow bonus payable under the Plan (or, since the termination date is assumed to be September 30, 2019, their full 2019 annual bonuses).

Marshall and Mr.

Moot, represents the actual 2019 bonus paid assuming the Company in its good-faith discretion determined to pay that amount.

Reflects the value of vested deferred equity units that will be settled on a termination of employment without “cause” or by the NEO for “good reason” (including, in Mr.

Cooper’s case, units held in trust).

Profits Interests will not accelerate on a termination of employment that is not in connection with a change in control of the Company.

This table does not include vested Profits Interests held by the NEOs (or, in Mr.

Cooper’s case, Profits Interests held in trust).

The amounts reported for Mr.

Lousada have been converted from British pound sterling to U.S.

dollars using a conversion factor of 1.277.

Estimated Benefits in Connection with a Change in Control

As participants in the Plan, each of Messrs.

Lousada and Cooper will be entitled to additional payments upon a change in control in respect of his amounts deferred under the Plan and the Profits Interests granted to him.

Value of Deferred

Compensation (1)

Acceleration of

Profits Interests (2)

Stephen Cooper

______________________________________

For each of Messrs.

Cooper and Lousada, represents the value of the NEO’s deferred equity units that were vested and outstanding on September 30, 2019 and for Mr.

Cooper, the then outstanding portion of the additional deferred equity units granted to him in December 2013 to offset the impact of the $54 million of investments that were funded through fiscal year 2013 free cash flow (but reduced for the amount of any unrecovered investment amounts that were allocated to the NEO with such additional grant).

Also, for Mr.

Lousada, the deferred equity units that would have been credited to his deferred compensation account with a pro rata portion of the free cash flow bonus in respect of the 2019 fiscal year payable in deferred equity units (i.e., the remainder due to be deferred from his 2019 fiscal year free cash flow bonus, since the change in control would be deemed to occur on September 30, 2019).

Lousada, his Profits Interests that would have vested if 100% of his 2019 free cash flow bonus would have been deferred under the Plan.

The value of a Profits Interest reflects the appreciation in the fair market value of one-ten-thousandth (1/10,000) of a share of our common stock as of September 30, 2019 since the date of grant.

In each case, the value of a Profits Interest assumes that Management LLC was liquidated and its proceeds distributed to its members, including our NEOs.

This table does not include vested Profits Interests held by the NEOs or Profits Interests or Class A units in Management LLC held in trust by Mr.

Upon a change of control of the Company and upon certain sales of shares of our common stock underlying Profits Interests and Acquired LLC Units, distributions will be made in respect of Profits Interests (to the extent of their liquidation value) and Acquired LLC Units.

The LLC Agreement associated with the Plan provides Access with the right to cause Plan participants (including the NEOs) to sell their Profits Interests, Acquired LLC Units or the underlying shares of our common stock on a sale by Access of more than 50% of the outstanding shares of our common stock to third parties (i.e., a “drag-along right”), other than in a public offering of our common stock.

Also, the LLC Agreement provides Plan participants (including the NEOs) with the right to sell their vested Profits Interests and Acquired LLC Units in the event that Access proposes to sell to third parties or us shares of our common stock other than certain sales after a public offering of our common stock (i.e., a “tag-along right”).

Estimated Benefits upon Death or Disability

Lousada, Levin and Moot and Ms.

Marshall, other than accrued benefits and, in the case of Messrs.

Cooper and Lousada under the Plan, no other benefits are provided in connection with such NEO’s death.

Also, for Ms.

Marshall and Mr.

Moot, represents the actual 2019 bonus paid assuming the Company in its good-faith discretion determined to pay that amount.

Lousada, Levin and Moot and Ms.

Marshall, other than accrued benefits and short-term disability amounts and, in the case of Messrs.

Cooper and Lousada under the Plan, no benefits are provided in connection with such NEO’s disability.

Also, for Ms.

Marshall and Mr.

Moot, represents the actual 2019 bonus paid assuming the Company in its good-faith discretion determined to pay that amount.

As participants in the Plan, each of Messrs.

Cooper and Lousada will be entitled to the following payments if terminated as a result of death or disability:

Value of Deferred

Compensation (2)

Acceleration of

Profits Interests (3)

Stephen Cooper

Carianne Marshall

______________________________________

Represents a pro rata amount of the annual free cash flow bonus payable under the Plan (or, since the termination date is assumed to be September 30, 2019, the full 2019 annual bonus) for each of Messrs.

Cooper and Lousada.

Marshall and Mr.

Moot, represents the actual 2019 bonus paid assuming the Company in its good-faith discretion determined to pay that amount.

Represents the value of each NEOs’ deferred equity units that were vested and outstanding on September 30, 2019, and the then outstanding portion of the additional deferred equity units granted to Mr.

Cooper in December 2013 to offset the impact of the $54 million of investments that were funded through fiscal year 2013 free cash flow (but reduced for the amount of any unrecovered investment amounts that were allocated to the NEO with such additional grant), in each case, based on the value of our common stock as of September 30, 2019 .

Profits Interests will not accelerate on a termination of employment that is not in connection with a change in control of the Company.

This table does not include vested Profits Interests held by the NEOs or Profits Interests or Class A units in Management LLC held in trust by Mr.

Relevant Provisions of Employment Arrangements

Upon termination of employment for any reason, all of our employees, including our NEOs, are entitled to unpaid salary and vacation time accrued through the termination date.

Termination for “Cause”

Under the terms of his employment agreement (and for purposes of the Plan), we generally would have “cause” to terminate the employment of Mr.

Lousada in any of the following circumstances:

(1) serious or repeated breach of any of his material obligations;

(2) refusing to carry out any lawful and reasonable order given to him or failing to attend to his duties;

(3) committing any financially dishonest or fraudulent act relating to the Company;

(4) conviction of a crime that is punishable by imprisonment;

(5) guilty of gross misconduct or of any other conduct which brings or is likely to bring serious professional discredit to the Company;

(6) unable to perform his duties by reason of ill-health or accident either for a specified period;

(7) becoming of unsound mind and a patient for the purpose of any statute relating to mental health;

(8) a petition or application for an order in bankruptcy is presented by or against him or any person becomes entitled to petition or apply for any such order;

(9) a disqualification order (as defined in Section 1 of the Directors Disqualification Act 1986) is made against him or he otherwise becomes prohibited by law from being a member of the Company’s board of directors;

and (10) if he voluntarily resigns as a member of the Company’s board of directors.

In the event of (1) or (2) that is curable, we are required to notify Mr.

Lousada of such circumstances and give him a reasonable opportunity to cure.

For purposes of the Plan, we would have “cause” to terminate the employment of Mr.

Cooper in any of the following circumstances:

(1) ceasing to perform his material duties to the Company or its affiliates (other than as a result of vacation, approved leave or incapacity due to physical or mental illness or injury), which failure amounts to an extended neglect of his duties, (2) engaging in conduct that is demonstrably and materially injurious to the business of the Company or its affiliates, (3) conviction of a felony or entered a plea of guilty or no contest to a felony charge or a misdemeanor involving as a material element fraud, dishonest

or sale or possession of illicit substances, (4) failing to follow lawful instructions of his direct superiors or the Company’s board of directors and (5) breach of any restrictive covenant addressed in his employee letter.

Under the terms of their employment agreements, we generally would have “cause” to terminate the employment of Messrs.

Levin or Moot or Ms.

Marshall in any of the following circumstances:

(1) repeated and continual refusal to perform his or her duties with the Company, (2) engaging in willful malfeasance that has a material adverse effect on the Company, (3) breach of his or her covenants in his/her employment agreement and (4) conviction of a felony or entered a plea of nolo contendere to a felony charge.

Resignation for “Good Reason” or without “Good Reason”

For purposes of the Plan, Messrs.

Cooper or Lousada generally would have “good reason” to terminate employment in any of the following circumstances:

(1) if his salary or annual bonus percentage under the Plan is materially reduced, (2) if we fail to pay him any salary which has become payable and due to him or (3) our failure to pay him any entitlement that that has become payable and due under the Plan.

Cooper and Lousada are required to notify us within 30 days after becoming aware of the occurrence of any event that constitutes “good reason,” and in general we have 30 days to cure the event, but failing a cure, he must terminate his employment within 30 days after the cure period expires.

Our employment agreements with Mr.

Marshall provide that he or she generally would have “good reason” to terminate employment in any of the following circumstances:

(1) if we assign duties inconsistent with his/her current positions, duties or responsibilities or if we change the parties to whom he or she reports, (2) if we fail to pay any amounts due under the employment agreement, (3) if we relocate him/her beyond a specified area, (4) if we assign the Company’s obligations under the employment agreement to a non-affiliate (except, in Ms.

Marshall’s case, if the assignment is in connection with a sale, transfer or disposition of all or a substantial portion of the stock or assets of Warner Chappell Music, Inc.

or its direct or indirect parent).

Our employment agreement with Mr.

Levin does not include “good reason” termination provisions.

Restrictive Covenants

Our agreements with our NEOs contain several important restrictive covenants with which an executive must comply following termination of employment.

For example, Messrs.

Cooper’s and Lousada’s entitlements to payments under the Plan are each conditioned on the NEO’s compliance with covenants not to solicit certain of our artists and employees.

This non-solicitation covenant continues in effect during a period that, for each of our NEOs, will end one year following his termination of employment.

Levin’s and Moot’s and Ms.

Marshall’s employment agreements and the Plan for Messrs.

Cooper and Lousada also contain covenants regarding non-disclosure of confidential information.

DIRECTOR COMPENSATION

The following table provides summary information concerning compensation paid or accrued by, or on behalf of, our non-employee directors for services rendered to us during fiscal year 2019 .

Lynton is entitled to an annual retainer of $350,000, payable pro rata quarterly in arrears, for his service on the Company’s board of directors, and he was paid a prorated portion of this retainer from the date of his appointment to the Company’s board of directors on February 7, 2019.

Mathias Döpfner is entitled to an annual retainer of €250,000, payable pro rata quarterly in arrears, for his service as a director on the Company’s board of directors.

Lee and Kreiz and Ms.

Hertz were entitled to $75,000 for fiscal year 2019 .

No other non-employee directors received any compensation for service on the Company’s board of directors or board committees during fiscal year 2019 .

Directors are entitled to reimbursement of their fees incurred in connection with travel to meetings.

In addition, the Company reimburses directors for fees paid to attend director education events.

Fees Earned or Paid in Cash

Option Awards

Non-Equity Incentive Plan Compensation

Change in Pension Value and Nonqualified Deferred Compensation Earnings

All Other Compensation

Michael Lynton

Lincoln Benet

Alex Blavatnik

Len Blavatnik

Mathias Döpfner

Noreena Hertz

The amount reported for Mr.

Döpfner has been converted from Euros to U.S.

dollars using a conversion factor of 1.1286 as of September 30, 2019 .

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Wagner was a Vice President of the Company from July 20, 2011 to October 3, 2011.

None of the Compensation Committee’s members is or has been a Company officer or employee during the last fiscal year.

During fiscal year 2019 , none of the Company’s executive officers served on the board of directors, the Compensation Committee or any similar committee of another entity of which an executive officer served on our board of directors or Compensation Committee.

CEO PAY RATIO

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of our CEO:

To determine the estimated ratio of CEO pay to median employee pay in accordance with Item 402(u) of Regulation S-K, we considered our entire global employee population of approximately 5,400 employees who were on the payroll as of September 30, 2019 .

We then used base salary paid during fiscal year 2019 as the form of compensation to determine our median employee.

We identified our median employee, whose Summary Compensation Table total compensation, as calculated in accordance with Item 402(u)(2) of Regulation S-K, was $58,163 in fiscal year 2019 (this amount has been converted from Hong Kong dollars to U.S.

dollars using a conversion factor of 0.1276).

The CEO pay used for purposes of calculating this pay ratio is $10,088,264, which is the annual total compensation of our CEO as reported in the Summary Compensation Table.

As a result, the reasonable estimated ratio of CEO pay to median employee pay, calculated in a manner consistent with Item 402(u) of Regulation S-K is 173.4 to 1.

The SEC’s pay ratio disclosure rules permit the use of estimates, assumptions, and

As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above.

This pay ratio results from two important factors relating to our CEO’s compensation and participation in the Plan:

As described above under “Annual Free Cash Flow Bonus Pool,” a significant portion of our CEO’s annual compensation comes from his free cash flow bonus under the Plan, which for fiscal year 2019 was $7,075,000;

As described above, we paid cash dividends to all stockholders of record and participants of the Plan on January 4, 2019, April 5, 2019 and July 5, 2019.

As a result, our CEO was paid $2,013,264 in fiscal year 2019 in respect of his deferred equity units and Profits Interests;

As described above, in December 2018, a portion of Mr.

Cooper’s deferred equity units and special deferred equity units were settled into shares of our common stock (which were immediately contributed to Management LLC for Class A units of Management LLC).

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Affiliates of Access own 100% of our common stock.

The following table provides information as of November 27, 2019 with respect to beneficial ownership of our capital stock by:

each shareholder of the Company who beneficially owns more than 5% of the outstanding capital stock of the Company;

each director of the Company;

each of the executive officers of the Company named in the Summary Compensation Table appearing under “Executive Compensation”;

all executive officers of the Company and directors of the Company as a group.

The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities.

Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security.

A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days.

Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage.

Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Except as otherwise indicated in these footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock.

Name and Address of Beneficial Owner (1)

Title of Class (2)

AI Entertainment Holdings LLC (formerly Airplanes Music LLC)

Altep 2012 L.P.

WMG Management Holdings, LLC

Stephen Cooper (3)

Max Lousada (3)

Carianne Marshall

Michael Lynton

Len Blavatnik (2)

Lincoln Benet (3)

Alex Blavatnik

Mathias Döpfner

Noreena Hertz

All executive officers and directors of Warner Music Group Corp.

as a group (18 persons)

______________________________________

The mailing address of each of these persons is c/o Warner Music Group Corp., 1633 Broadway, New York, NY 10019, (212) 275-2000.

As of November 27, 2019 , the Company, AI Entertainment Holdings LLC (formerly Airplanes Music LLC), Altep 2012 L.P.

and WMG Management Holdings, LLC are indirectly controlled by Len Blavatnik.

Does not reflect shares of the Company’s common stock that may be attributable to the beneficial owners of limited partnership interests in Altep 2012 L.P.

or Profits Interests in WMG Management Holdings, LLC.

Benet and Wagner

beneficially own limited partnership interests in Altep 2012 L.P.

and disclaim any beneficial ownership of shares of the Company’s common stock.

Cooper, and Mr.

Lousada owns Profits Interests, and Mr.

Cooper holds Profits Interests and Class A units (held in trust), in WMG Management Holdings, LLC and disclaim any beneficial ownership of shares of the Company’s common stock.

CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Oversight of Related Person Transactions

Policies and Procedures Dealing with the Review, Approval and Ratification of Related Person Transactions

The Company maintains written procedures for the review, approval and ratification of transactions with related persons.

The procedures cover related party transactions between the Company and any of our executive officers and directors.

More specifically, the procedures cover:

(1) any transaction or arrangement in which the Company is a party and in which a related party has a direct or indirect personal or financial interest and (2) any transaction or arrangement using the services of a related party to provide legal, accounting, financial, consulting or other similar services to the Company.

The Company’s policy generally groups transactions with related persons into two categories:

(1) transactions requiring the approval of the Audit Committee and (2) certain ordinary course transactions below established financial thresholds that are deemed pre-approved by the Audit Committee.

The Audit Committee is deemed to have pre-approved any transaction or series of related transactions between us and an entity for which a related person is an employee (other than an executive officer), director or beneficial owner of less than 10% of that entity’s voting capital where the aggregate amount of all such transactions on an annual basis does not exceed the lesser of (a) $1 million and (b) 2% of the annual consolidated gross revenues of the other entity.

Regardless of whether a transaction is deemed pre-approved, all transactions in any amount are required to be reported to the Audit Committee.

Subsequent to the adoption of the written procedures above in 2005, the Company has followed these procedures regarding all reportable related person transactions.

Following is a discussion of related person transactions.

Relationships with Access

As a wholly owned subsidiary of Access, historically, we have entered into various transactions with Access and its subsidiaries in the normal course of business including, among others, service agreements, lease arrangements and license arrangements.

The transactions described below are between us and affiliates of Access that are not also subsidiaries of Warner Music Group Corp.

Management Agreement

Upon completion of the Merger, the Company and Holdings entered into a management agreement with Access, dated as of the Merger Closing Date (the “Management Agreement”), pursuant to which Access provides the Company and its subsidiaries with financial, investment banking, management, advisory and other services.

Pursuant to the Management Agreement, the Company pays to Access an annual fee equal to the greater of (i) a base amount, which is the sum of (x) $6 million and (y) 1.5% of the aggregate amount of Acquired EBITDA (as defined in the Management Agreement) and was approximately $9 million for the fiscal year ended September 30, 2019 , and (ii) 1.5% of the EBITDA (as defined in the indenture governing the redeemed WMG Holdings Corp.

13.75% Senior Notes due 2019) of the Company for the applicable fiscal year, plus expenses.

The fee is paid quarterly based on the base amount, with a true-up payment for the fourth quarter for any excess of the annual fee above the base amount.

The Company and Holdings agreed to indemnify Access and certain of its affiliates against all liabilities arising out of performance of the Management Agreement.

Such costs incurred by the Company were approximately $11 million , $16 million and $9 million for the fiscal years ended September 30, 2019 , September 30, 2018 and September 30, 2017 , respectively.

The fiscal year ended September 30, 2019 included the annual base fee of $9 million and an increase of $2 million calculated pursuant to the Management Agreement.

The fiscal year ended September 30, 2018 included the annual base fee of $9 million and an increase of $7 million calculated pursuant to the Management Agreement.

Lease Arrangements with Access

On March 29, 2019, an affiliate of Access acquired the Ford Factory Building, located on 777 S.

Santa Fe Avenue in Los Angeles, California, from an unaffiliated third party.

The building is the Company’s new Los Angeles, California headquarters and as such, the Company is the sole tenant of the building acquired by Access.

The existing lease agreement was assumed by Access upon purchase of the building and was not modified as a result of the purchase.

Rental payments by the Company under the existing lease total approximately $12 million per year, subject to annual fixed increases.

The remaining lease term is approximately 11 years , after which the Company may exercise a single option to extend the term of the lease for 10 years thereafter.

On August 13, 2015, a subsidiary of the Company, Warner Music Inc., entered into a license agreement with Access for the use of office space in the Company’s corporate headquarters at 1633 Broadway, New York, New York.

The license fee of $2,775 per month, plus an IT support fee of $1,000 per month, was based on the per foot lease costs to the Company of its headquarters space,

which represented market terms.

For the fiscal year ended September 30, 2019 , an immaterial amount was recorded as rental income.

The space is occupied by The Blavatnik Archive, which is dedicated to the discovery and preservation of historically distinctive and visually compelling artifacts, images and stories that contribute to the study of 20th century Jewish, WWI and WWII history.

On July 29, 2014, AI Wrights Holdings Limited, an affiliate of Access, entered into a lease and related agreements with Warner Chappell Music Limited and WMG Acquisition (UK) Limited, subsidiaries of the Company, for the lease of 27 Wrights Lane, Kensington, London.

The Company had been the tenant of the building which Access acquired.

Subsequent to the change in ownership, the parties entered into the lease and related agreements pursuant to which, on January 1, 2015, the rent was increased to £3,460,250 per year and the term was extended for an additional five years from December 24, 2020 to December 24, 2025, with a market rate rent review beginning December 25, 2020.

Music Publishing Agreement

Val Blavatnik (the son of our director and controlling shareholder, Len Blavatnik) entered into a music publishing contract with Warner-Tamerlane Publishing Corp., dated September 7, 2018, pursuant to which, in fiscal 2019 , he was paid $162,500 in advances recoupable from royalties otherwise payable to him from the licensing of musical compositions written or co-written by him.

License Agreements with Deezer

Access owns a controlling equity interest in Deezer S.A., which was formerly known as Odyssey Music Group (“Odyssey”), a French company that controls and operates a music streaming service, formerly through Odyssey’s subsidiary, Blogmusik SAS (“Blogmusik”), under the name Deezer (“Deezer”), and is represented on Deezer S.A.’s Board of Directors.

Subsidiaries of the Company have been a party to license arrangements with Deezer since 2008, which provide for the use of the Company’s sound recordings on Deezer’s ad-supported and subscription streaming services worldwide (excluding Japan) in exchange for fees paid by Deezer.

The Company has also authorized Deezer to include the Company’s sound recordings in Deezer’s streaming services where such services are offered as a bundle with third-party services or products (e.g., telco services or hardware products), for which Deezer is also required to make payments to the Company.

Deezer paid to the Company an aggregate amount of approximately $49 million in connection with the foregoing arrangements during the fiscal year ended September 30, 2019 .

In addition, in connection with these arrangements, (i) the Company was issued, and currently holds, warrants to purchase shares of Deezer S.A.

and (ii) the Company purchased a small number of shares of Deezer S.A., which collectively represent a small minority interest in Deezer S.A.

The Company also has various publishing agreements with Deezer.

Warner Chappell has licenses with Deezer for use of repertoire on the service in Europe, which the Company refers to as a PEDL license (referencing the Company’s Pan European Digital Licensing initiative), and for territories in Latin America.

For the PEDL and Latin American licenses for the fiscal year ended September 30, 2019, Deezer paid the Company an additional approximately $1 million .

Deezer also licenses other publishing rights controlled by Warner Chappell through statutory licenses or through various collecting societies.

Investment in Tencent Music Entertainment Group

On October 1, 2018, WMG China LLC (“WMG China”), an affiliate of the Company, entered into a share subscription agreement with Tencent Music Entertainment Group pursuant to which WMG China agreed to purchase 37,162,288 ordinary shares of Tencent Music Entertainment Group for $100 million.

WMG China is 80% owned by AI New Holdings 5 LLC, an affiliate of Access, and 20% owned by the Company.

On October 3, 2018, WMG China acquired the shares pursuant to the share subscription agreement.

Relationships with Other Directors, Executive Officers and Affiliates

Lease Arrangements with Cooper Investment Partners

On July 15, 2016, a subsidiary of the Company, Warner Music Inc., entered into a license agreement with Cooper Investment Partners LLC, for the use of office space in the Company’s corporate headquarters at 1633 Broadway, New York, New York.

The license fee of $16,967.21 per month, was based on the per foot lease costs to the Company of its headquarters space, which represented market terms.

For the fiscal year ended September 30, 2019, an immaterial amount was recorded as rental income.

The space is occupied by Cooper Investment Partners LLC, which is a private equity fund that pursues a wide range of investment opportunities.

Cooper, CEO and director of the Company, is the Managing Partner of Cooper Investment Partners LLC.

Loan Agreement with Max Lousada

On April 16, 2018, the Company loaned $227,000 to Mr.

Lousada in exchange for a promissory note.

Lousada was obligated to repay this loan upon the earliest of specified events, including April 30, 2019, termination of his employment, the event of a default (as specified therein) or if the Company or one of its affiliates becomes an issuer of publicly traded stock.

Lousada repaid this loan prior to April 30, 2019.

Director Independence

Though not formally considered by the Company’s board of directors because, following the Merger, our common stock has not been listed on a national securities exchange, we believe that Messrs.

Lynton, Döpfner, Kreiz and Lee and Ms.

Hertz would be considered “independent” under the listing standards of the NYSE.

We do not believe that any of our other directors would be considered “independent” under the listing standards of the NYSE.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Audit Committee of the Company’s board of directors selected the firm of KPMG LLP, to serve as independent registered public accountants for the fiscal years ending September 30, 2019 and September 30, 2018 .

Fees Paid to KPMG LLP

The following table sets forth the aggregate fees incurred to KPMG LLP for services rendered in connection with the consolidated financial statements, and reports for the fiscal years ended September 30, 2019 and September 30, 2018 on behalf of the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services (in thousands):

September 30, 2019

September 30, 2018

Audit-Related Fees

All Other Fees

These fees exclude out-of-pocket costs of approximately $0.25 million for the periods ended September 30, 2019 and September 30, 2018 .

Consists of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, the review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.

Audit-Related Fees:

Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include employee benefit plan audits, auditing work on proposed transactions and implementation of new accounting standards, attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Consists of work performed in connection with tax advisory services.

All Other Fees:

Consists of work performed in connection with the Company’s debt transactions.

Pre-approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accountants

The Audit Committee pre-approves all audit and permissible non-audit services provided by KPMG LLP.

These services may include audit services, audit-related services, tax services and other services.

The Audit Committee has adopted a policy for the pre-approval of services provided by KPMG LLP.

Under this policy, pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and includes an anticipated budget.

In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis.

The Audit Committee has delegated pre-approval authority to the Chair of the Audit Committee.

Pursuant to this delegation, the Chair must report any pre-approval decision to the Audit Committee at its first meeting after the pre-approval was obtained.

During fiscal years 2019 and 2018 , all professional services provided by KPMG LLP were pre-approved by the Audit Committee in accordance with our policies.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)(1) Financial Statements

The Financial Statements listed in the Index to Consolidated Financial Statements, filed as part of this Annual Report on Form 10-K.

(a)(2) Financial Statement Schedule

The Financial Statements Schedule listed in the Index to Consolidated Financial Statements, filed as part of this Annual Report on Form 10-K.

(a) The following documents are filed as part of this Annual Report:

(1) Financial Statements:

The Financial Statements listed in the Index to Consolidated Financial Statements under Part II, Item 8 of this Annual Report.

(2) Financial Statement Schedule:

Schedule II—Valuation and Qualifying Accounts.

(a)(3) Exhibits

See Item 15(b) below.

Schedules other than that listed above have been omitted, since they are either not applicable, not required or the information is included elsewhere herein.

The required exhibits are filed as part of this Annual Report or are incorporated herein by reference.

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.

The agreements filed as exhibits to this Report have been attached as exhibits to provide investors and security holders with information regarding their respective terms.

They are not intended to provide any other factual information about the Company or any of its affiliates or businesses.

The representations, warranties, covenants and agreements contained in such exhibits were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

In particular, the representations, warranties, covenants and agreements contained in such exhibits were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to such agreements instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.

Investors and security holders are not third-party beneficiaries under any of the agreements attached as exhibits hereto and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its affiliates or businesses.

Unless otherwise explicitly stated therein, investors and security holders are not third-party beneficiaries under any of the agreements attached as exhibits hereto and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its affiliates or businesses.

Moreover, the assertions embodied in the representations and warranties contained in each such agreement are qualified by information in confidential disclosure letters or schedules that the parties have exchanged.

Moreover, information concerning the subject matter of the representations and warranties may change after the respective dates of such agreements, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

Third Amended and Restated Certificate of Incorporation of Warner Music Group Corp.

Third Amended and Restated By-Laws of Warner Music Group Corp.

Exhibit Description

3.1(1) Fourth Amended and Restated Certificate of Incorporation of Warner Music Group Corp.

3.2(1) Fourth Amended and Restated By-Laws of Warner Music Group Corp.

4.1(2) Form of Common Stock Certificate

4.2(2) Indenture, dated as of November 1, 2012, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto, Credit Suisse AG, as Notes Authorized Agent and as Collateral Agent, and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of secured notes in series (the “Secured Notes”).

Fifth Supplemental Indenture, dated as of July 27, 2016, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 5.000% Senior Secured Notes due 2023.

Sixth Supplemental Indenture, dated as of October 18, 2016, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 4.875% Senior Secured Notes due 2024.

Seventh Supplemental Indenture, dated as of October 18, 2016, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 4.125% Senior Secured Notes due 2024.

4.3(2) Eighth Supplemental Indenture, dated as of October 9, 2018, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 3.625% Senior Secured Notes due 2026.

4.4(2) Ninth Supplemental Indenture, dated as of April 30, 2019, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 3.625% Senior Secured Notes due 2026.

4.5(3) Tenth Supplemental Indenture, dated as of June 26, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 5.000% Senior Secured Notes due 2023.

4.6(2) Indenture, dated as of April 9, 2014, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of unsecured senior notes in series (the “Senior Notes”).

4.7(2) Fifth Supplemental Indenture, dated as of March 14, 2018, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 5.500% Senior Notes due 2026.

Exhibit Description

4.8(3) Indenture, dated as of June 29, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto, Credit Suisse AG, as Notes Authorized Representative and as Collateral Agent, and Wells Fargo Bank, National Association, as Trustee, providing for the issuance of secured notes in series.

4.9(3) First Supplemental Indenture, dated as of June 29, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 3.875% Senior Secured Notes due 2030.

4.10(3) Second Supplemental Indenture, dated as of June 29, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 2.750% Senior Secured Notes due 2028.

4.11(4) Third Supplemental Indenture, dated as of August 12, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 3.000% Senior Secured Notes due 2031.

4.12 F orm of 3.875% Senior Secured Note due 2030 (included in Exhibit 4.9 hereto).

4.13 F orm of 2.750% Senior Secured Note due 2028 (included in Exhibit 4.10 hereto).

4.14 Form of 3.000% Senior Secured Note due 2031 (included in Exhibit 4.11 hereto).

4.15 Form of Secured Note of WMG Acquisition Corp.

1 unchanged sentence

4.16 Form of Senior Note of WMG Acquisition Corp.

(included in Exhibit 4.7 hereto).

(included in Exhibit 4.

4.17(2) Guarantee, dated July 27, 2016, issued by Warner Music Group Corp., relating to the 5.000% Senior Secured Notes due 2023.

Guarantee, dated October 18, 2016, issued by Warner Music Group Corp., relating to the 4.875% Senior Secured Notes due 2024 and 4.125% Senior Secured Notes due 2024.

4.18(2) Guarantee, dated March 14, 2018, issued by Warner Music Group Corp., relating to the 5.500% Senior Notes due 2026.

8 unchanged sentences

and the guarantors listed on the signature pages thereto in favor of Credit Suisse, AG, as collateral agent for the Secured First Lien Parties.

4.25* Description of the Capital Stock.

10.1(1) Stockholder Agreement between Access Industries, LLC and Warner Music Group Corp.

10.2(1) Registration Rights Agreement between Access Industries, LLC and Warner Music Group Corp .

10.3†(1) Warner Music Group Corp.

2020 Omnibus Incentive Plan .

10.4†*(1) Indemnification Agreement between Warner Music Group Corp.

and Stephen Cooper (and Schedule to Exhibit 10.4 ).

10.5(2) Credit Agreement, dated as of November 1, 2012, among WMG Acquisition Corp., each lender from time to time party thereto, Credit Suisse AG, as administrative agent, Credit Suisse Securities (USA) LLC, Barclays Bank PLC, UBS Securities LLC, Macquarie Capital (USA) Inc.

4 unchanged sentences

10.9(2) Third Incremental Commitment Amendment, dated as of May 22, 2017, among WMG Acquisition Corp., the other Loan Parties (as defined therein) party thereto, WMG Holdings Corp., the Administrative Agent (as defined therein) and Credit Suisse AG Cayman Islands Branch, as Tranche D Term Lender.

Exhibit Description

10.10(2) Fourth Incremental Commitment Amendment, dated as of December 6, 2017, among WMG Acquisition Corp., the other Loan Parties (as defined therein) party hereto, WMG Holdings Corp., the Administrative Agent (as defined therein) and Credit Suisse AG Cayman Islands Branch, as Tranche E Term Lender.

6 unchanged sentences

and Credit Suisse AG, as Administrative Agent, as defined therein, relating to the revolving credit facility.

10.17(2) Second Amendment to Credit Agreement, dated as of April 3, 2020, among WMG Acquisition Corp., the several banks and other financial institutions party thereto and Credit Suisse AG, as administrative agent, relating to the revolving credit facility.

10.18†(2) Letter Agreement, dated as of September 30, 2014, between Warner Music Inc.

17 unchanged sentences

and Carianne Marshall.

10.29†(5) Letter Agreement, dated as of October 21, 2020, between Warner Music Inc.

and Eric Levin.

10.30†(2) Service Agreement, dated as of March 20, 2017, between Max Lousada and Warner Music International Services Limited

3 unchanged sentences

Senior Management Free Cash Flow Plan

10.33†(2) Amendment to Warner Music Group Corp.

Senior Management Free Cash Flow Plan

10.34†(2) Form of Election for Warner Music Group Corp.

4 unchanged sentences

Senior Management Free Cash Flow Plan.

Form of Indemnification Agreement between Warner Music Group Corp.

and its directors

10.37†(2) Second Amended and Restated Limited Liability Company Agreement of WMG Management Holdings, LLC, dated as of March 10, 2017

6 unchanged sentences

and Sri Ten Santa Fe LLC.

Exhibit Description

21.1* List of Subsidiaries of Warner Music Group Corp.

23.1* Consent of Independent Registered Public Accounting Firm.

24.1* Power of Attorney (see signature page)

6 unchanged sentences

101.1* Financial statements from the Annual Report on Form 10-K of Warner Music Group Corp.

for the fiscal year ended September 30, 2019, filed on November 27, 2019, formatted in XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of Equity and (vi) Notes to Consolidated Audited Financial Statements

for the fiscal year ended September 30, 2020, filed on November 23, 2020, formatted in Inline XBRL:

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations, (iii) Consolidated Statements of Comprehensive Income (Loss), (iv) Consolidated Statements of Cash Flows, (v) Consolidated Statements of (Deficit) Equity and (vi) Notes to Consolidated Financial Statements

104* Cover Page to this Annual Report on Form 10-K, formatted in Inline XBRL.

______________________________________

* Filed herewith.

Exhibit omits certain information that has been filed separately with the Securities and Exchange Commission and has been granted confidential treatment

Represents management contract, compensatory plan or arrangement in which directors and/or executive officers are eligible to participate

+ Pursuant to SEC Release No.

33-8212, this certification will be treated as “accompanying” this Annual Report on Form 10-K and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, 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

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on July 26, 2011 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on May 20, 2011 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on November 23, 2005 (File No.

Incorporated by reference to Warner Music Group Corp.’s Registration Statement on Form S-8 filed on November 23, 2010 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on July 20, 2011 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on November 7, 2012 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on October 4, 2013 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on November 27, 2013 (File No.

Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended March 31, 2014 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on April 10, 2014 (File No.

Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended March 30, 2013 (File No.

Incorporated by reference to Warner Music Group Corp.’s Annual Report on Form 10-K for the period ended September 30, 2012 (File No.

Incorporated by reference to Warner Music Group Corp.’s Annual Report on Form 10-K for the period ended September 30, 2014 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on July 27, 2016 (file No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on October 18, 2016 (File No.

Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2016 (File No.

Incorporated by reference to Warner Music Group Corp.’s Annual Report on Form 10-K for the period ended September 30, 2015 (File No.

Incorporated by reference to Warner Music Group Corp.’s Annual Report on Form 10-K for the period ended September 30, 2016 (File No.

Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended March 31, 2017 (File No.

Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2017 (File No.

Incorporated by reference to Warner Music Group Corp.’s Annual Report on Form 10-K for the period ended September 30, 2017 (File No.

Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended December 31, 2017 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on March 14, 2018 (File No.

Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended March 31, 2018 (File No.

† Identifies each management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.

(1) Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on October 9, 2018 (File No.

Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed on April 30, 2019 (File No.

(2) Incorporated by reference to Warner Music Group Corp.’s Registration Statement on Form S-1 (File No.

(3) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed June 30, 2020.

(4) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed August 12, 2020.

(5) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed October 23, 2020.

FORM 10-K SUMMARY

Not Applicable

Pursuant to the requirements of Section 13 or 15(d) 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, on November 23, 2020.

12 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities indicated on November 23, 2020.

Signature Title

/s/ S TEPHEN C OOPER

CEO and President and Director (Chief Executive Officer)

CEO and President and Director (Principal Executive Officer)

Stephen Cooper

/s/ M AX L OUSADA

CEO, Warner Recorded Music and Director

/s/ E RIC L EVIN

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ M ICHAEL L YNTON

13 unchanged sentences

/s/ Y NON K REIZ

/s/ C ECI K URZMAN

/s/ T HOMAS H.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures