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Item 9A. Controls and Procedures

2021-11-23 compared with 2020-11-23 · 34 added, 30 removed, 186 unchanged (26% of the section changed)

18 unchanged sentences

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, 2021 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company has not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees continue to work remotely due to the COVID-19 global pandemic.

The Company will continue to monitor and assess the impact of the COVID-19 situation and our ability to maintain the design and operating effectiveness of internal controls over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

9 unchanged sentences

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of September 30, 2021.

The effectiveness of our internal control over financial reporting as of September 30, 2021 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8, "Financial Statements and Supplementary Data", of this Annual Report on Form 10-K.

OTHER INFORMATION

13 unchanged sentences

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

(2) Financial Statement Schedule:

(2) Financial Statement Schedules:

Schedule II—Valuation and Qualifying Accounts.

11 unchanged sentences

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”).

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

4.2(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.

2 unchanged sentences

4.5(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).

4.6(6) Fourth Supplemental Indenture, dated as of November 2, 2020, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the additional 3.000% Senior Secured Notes due 2031 .

4.7(8) Fifth Supplemental Indenture, dated August 16, 2021, among WMG Acquisition Corp., the guarantors listed on the signature pages thereto and Wells Fargo Bank, National Association, as Trustee, relating to the 2.250% Senior Secured Notes due 2031.

Exhibit Description

4.8 Form of 3.875% Senior Secured Note due 2030 (included in Exhibit 4.

4.9 Form of 2.750% Senior Secured Note due 2028 (included in Exhibit 4.

4.10 Form of 3.000% Senior Secured Note due 2031 (included in Exhibit 4.

4.11 Form of Secured Note of WMG Acquisition Corp.

(included in Exhibit 4.2 hereto).

4.16 Form of Senior Note of WMG Acquisition Corp.

(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.

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

4.19(2) Guarantee, dated October 9, 2018, issued by Warner Music Group Corp., relating to the 3.625% Senior Secured Notes due 2026.

4.20(2) Guarantee, dated April 30, 2019, issued by Warner Music Group Corp., relating to the 3.625% Senior Secured Notes due 2026.

4.12 Form of 2.250% Senior Secured Notes due 2031 (included in Exhibit 4.7 hereto).

4.13(2) Security Agreement, dated as of November 1, 2012, among WMG Acquisition Corp., WMG Holdings Corp., the guarantors listed on the signature pages thereto and Credit Suisse AG, as collateral agent, term loan authorized representative, revolving authorized representative and indenture authorized representative.

18 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.

Exhibit Description

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.

27 unchanged sentences

Senior Management Free Cash Flow Plan

10.34†* Amendment to Warner Music Group Corp.

Senior Management Free Cash Flow Plan, dated as of September 27 , 2021.

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

9 unchanged sentences

10.41(2) Assurance of Discontinuance, dated November 22, 2005

10.41(2) Management Agreement, made as of July 20, 2011, by and among Warner Music Group Corp., WMG Holdings Corp, and Access Industries Inc.

10.42(2) Lease, dated as of October 7, 2016, between Warner Acquisition Corp.

and Sri Ten Santa Fe LLC.

Exhibit Description

21.1* List of Subsidiaries of Warner Music Group Corp.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

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.

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

101.LAB XBRL Taxonomy Extension Label Linkbase Document

Exhibit Description

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

______________________________________

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

(6) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed November 2, 2020.

(7) Incorporated by reference to Warner Music Group Corp.’s Annual Report on Form 10-K for the period ended September 30, 2020 (File No.

(8) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed August 16, 2021.

FORM 10-K SUMMARY

5 unchanged sentences

(Principal Executive Officer)

/s/ E RIC L EVIN

Chief Financial Officer (Principal Financial

Officer and Principal Accounting Officer)

/s/ L OUIS D ICKLER

Louis Dickler

Acting Chief Financial Officer

(Principal Financial Officer and

Principal Accounting Officer)

POWER OF ATTORNEY

7 unchanged sentences

Stephen Cooper

/s/ E RIC L EVIN

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

/s/ L OUIS D ICKLER

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

Louis Dickler

/s/ M ICHAEL L YNTON

10 unchanged sentences

Mathias Döepfner

/s/ N ANCY D UBUC

/s/ N OREENA H ERTZ

2 unchanged sentences

/s/ C ECI K URZMAN

/s/ T HOMAS H.

/s/ D ONALD A.

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