Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
Warner Music Group Corp.
Condensed Consolidated Balance Sheets
(In millions, except share amounts which are reflected in thousands)
(Unaudited)
March 31,
2025 September 30,
2024
Assets
Current assets:
Cash and equivalents $ 637 $ 694
Accounts receivable, net of allowances of $ 23 million and $ 26 million
1,218 1,255
Inventories 88 99
Royalty advances expected to be recouped within one year 509 470
Prepaid and other current assets 147 125
Total current assets 2,599 2,643
Royalty advances expected to be recouped after one year 945 874
Property, plant and equipment, net of accumulated depreciation of $ 665 million and $ 615 million
503 481
Operating lease right-of-use assets, net 217 225
Goodwill 2,031 2,021
Intangible assets subject to amortization, net 2,764 2,359
Intangible assets not subject to amortization 151 152
Deferred tax assets, net 41 52
Other assets 317 348
Total assets $ 9,568 $ 9,155
Liabilities and Equity
Current liabilities:
Accounts payable $ 347 $ 289
Accrued royalties 2,600 2,549
Accrued liabilities 475 641
Accrued interest 35 17
Operating lease liabilities, current 47 45
Deferred revenue 319 246
Other current liabilities 93 110
Total current liabilities 3,916 3,897
Acquisition Corp. long-term debt
3,990 4,014
Asset-based long-term debt
302 —
Operating lease liabilities, noncurrent 216 228
Deferred tax liabilities, net 214 195
Other noncurrent liabilities 140 146
Total liabilities $ 8,778 $ 8,480
Equity:
Class A common stock, $ 0.001 par value; 1,000,000 shares authorized, 145,032 and 142,559 shares issued and outstanding as of March 31, 2025 and September 30, 2024, respectively
$ — $ —
Class B common stock, $ 0.001 par value; 1,000,000 shares authorized, 375,380 issued and outstanding as of March 31, 2025 and September 30, 2024, respectively
1 1
Additional paid-in capital 2,088 2,077
Accumulated deficit ( 1,230 ) ( 1,313 )
Accumulated other comprehensive loss, net ( 292 ) ( 247 )
Total Warner Music Group Corp. equity 567 518
Noncontrolling interest 223 157
Total equity 790 675
Total liabilities and equity $ 9,568 $ 9,155
See accompanying notes
1
Warner Music Group Corp.
Condensed Consolidated Statements of Operations
(In millions, except share amounts which are reflected in thousands, and per share data)
(Unaudited)
Three Months Ended
March 31, Six Months Ended
March 31,
2025 2024 2025 2024
Revenue $ 1,484 $ 1,494 $ 3,150 $ 3,242
Costs and expenses:
Cost of revenue ( 791 ) ( 791 ) ( 1,685 ) ( 1,671 )
Selling, general and administrative expenses (a) ( 450 ) ( 446 ) ( 924 ) ( 922 )
Restructuring and impairments
( 13 ) ( 95 ) ( 40 ) ( 95 )
Amortization expense ( 62 ) ( 57 ) ( 119 ) ( 112 )
Total costs and expenses ( 1,316 ) ( 1,389 ) ( 2,768 ) ( 2,800 )
Net gain on divestitures
— 14 — 31
Operating income 168 119 382 473
Interest expense, net ( 39 ) ( 42 ) ( 76 ) ( 81 )
Other (expense) income ( 64 ) 37 89 ( 13 )
Income before income taxes 65 114 395 379
Income tax expense ( 29 ) ( 18 ) ( 118 ) ( 90 )
Net income 36 96 277 289
Less: Income attributable to noncontrolling interest — — ( 5 ) ( 34 )
Net income attributable to Warner Music Group Corp. $ 36 $ 96 $ 272 $ 255
Net income per share attributable to common stockholders:
Class A – Basic and Diluted $ 0.07 $ 0.18 $ 0.52 $ 0.49
Class B – Basic and Diluted $ 0.07 $ 0.18 $ 0.52 $ 0.49
Weighted average common shares:
Class A – Basic and Diluted 144,938 141,044 143,995 140,013
Class B – Basic and Diluted 375,380 376,800 375,380 377,145
(a) Includes depreciation expense: $ ( 28 ) $ ( 26 ) $ ( 57 ) $ ( 52 )
See accompanying notes
2
Warner Music Group Corp.
Condensed Consolidated Statements of Comprehensive Income
(In millions)
(Unaudited)
Three Months Ended
March 31, Six Months Ended
March 31,
2025 2024 2025 2024
Net income $ 36 $ 96 $ 277 $ 289
Other comprehensive income (loss), net of tax:
Foreign currency adjustment 84 ( 41 ) ( 45 ) 23
Deferred (loss) gain on derivative financial instruments — — — ( 1 )
Minimum pension liability
— — — ( 1 )
Other comprehensive income (loss), net of tax 84 ( 41 ) ( 45 ) 21
Total comprehensive income 120 55 232 310
Less: Income attributable to noncontrolling interest — — ( 5 ) ( 34 )
Comprehensive income attributable to Warner Music Group Corp.
$ 120 $ 55 $ 227 $ 276
See accompanying notes
3
Warner Music Group Corp.
Condensed Consolidated Statements of Cash Flows
(In millions)
(Unaudited)
Six Months Ended
March 31,
2025 2024
Cash flows from operating activities
Net income $ 277 $ 289
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 176 164
Unrealized (gains) losses and remeasurement of foreign-denominated loans and foreign currency forward exchange contracts ( 40 ) 18
Deferred income taxes 24 16
Net loss (gain) on investments
( 27 ) ( 5 )
Net loss (gain) on divestitures
— ( 31 )
Non-cash interest expense 3 2
Non-cash stock-based compensation expense 27 18
Non-cash impairments
32 50
Changes in operating assets and liabilities:
Accounts receivable, net 34 ( 68 )
Inventories 9 30
Royalty advances ( 127 ) ( 105 )
Other noncurrent assets
2 ( 85 )
Accounts payable and accrued liabilities ( 119 ) ( 51 )
Royalty payables 83 171
Accrued interest 13 —
Operating lease liabilities ( 5 ) ( 3 )
Deferred revenue 69 ( 139 )
Other balance sheet changes ( 30 ) ( 9 )
Net cash provided by operating activities 401 262
Cash flows from investing activities
Acquisition of music publishing rights and music catalogs
( 120 ) ( 82 )
Capital expenditures ( 72 ) ( 55 )
Investments and acquisitions of businesses, net of cash received ( 46 ) ( 17 )
Proceeds from the sale of investments 36 12
Proceeds from divestitures — 17
Net cash used in investing activities ( 202 ) ( 125 )
Cash flows from financing activities
Partial proceeds from Senior Term Loan Facility refinancing
— 42
Partial repayment of Senior Term Loan Facility refinancing
— ( 42 )
Deferred financing costs paid — ( 2 )
Distribution to noncontrolling interest holders ( 8 ) ( 5 )
Dividends paid ( 189 ) ( 178 )
Payment of deferred consideration
( 23 ) —
Taxes paid related to net share settlement of restricted stock units and common stock
( 19 ) ( 5 )
Common stock repurchased and retired
( 2 ) —
Other financing activity
( 7 ) —
Net cash used in financing activities ( 248 ) ( 190 )
Effect of exchange rate changes on cash and equivalents ( 8 ) ( 1 )
Net decrease in cash and equivalents ( 57 ) ( 54 )
Cash and equivalents at beginning of period 694 641
Cash and equivalents at end of period $ 637 $ 587
See accompanying notes
4
Warner Music Group Corp.
Condensed Consolidated Statements of Equity
(In millions, except share amounts which are reflected in thousands, and per share data)
(Unaudited)
Six Months Ended March 31, 2025
Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Warner Music
Group Corp. Equity Non-controlling
Interest Total Equity
Shares Value Shares Value
Balance at September 30, 2024 142,559 $ — 375,380 $ 1 $ 2,077 $ ( 1,313 ) $ ( 247 ) $ 518 $ 157 $ 675
Net income — — — — — 272 — 272 5 277
Other comprehensive loss, net of tax — — — — — — ( 45 ) ( 45 ) — ( 45 )
Dividends ($ 0.36 per share)
— — — — — ( 189 ) — ( 189 ) — ( 189 )
Stock-based compensation expense — — — — 34 — — 34 — 34
Distribution to noncontrolling interest holders — — — — — — — — ( 8 ) ( 8 )
Acquisition of noncontrolling interests — — — — — — — — 74 74
Vesting of restricted stock units, net of shares withheld for employee taxes 795 — — — ( 19 ) — — ( 19 ) — ( 19 )
Shares issued under the Plan 1,738 — — — — — — — — —
Common shares repurchased and retired ( 60 ) — — — ( 2 ) — — ( 2 ) — ( 2 )
Other — — — — ( 2 ) — — ( 2 ) ( 5 ) ( 7 )
Balance at March 31, 2025 145,032 $ — 375,380 $ 1 $ 2,088 $ ( 1,230 ) $ ( 292 ) $ 567 $ 223 $ 790
Three Months Ended March 31, 2025
Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Warner Music
Group Corp. Equity Non-controlling
Interest Total Equity
Shares Value Shares Value
Balance at December 31, 2024 144,301 $ — 375,380 $ 1 $ 2,091 $ ( 1,171 ) $ ( 376 ) $ 545 $ 152 $ 697
Net income — — — — — 36 — 36 — 36
Other comprehensive income, net of tax — — — — — — 84 84 — 84
Dividends ($ 0.18 per share)
— — — — — ( 95 ) — ( 95 ) — ( 95 )
Stock-based compensation expense — — — — 14 — — 14 — 14
Acquisition of noncontrolling interests — — — — — — — — 74 74
Vesting of restricted stock units, net of shares withheld for employee taxes 731 — — — ( 17 ) — — ( 17 ) — ( 17 )
Conversion of Class B Shares to Class A shares — — — — — — — — — —
Shares issued under Omnibus Incentive Plan — — — — — — — — — —
Other — — — — — — — — ( 3 ) ( 3 )
Balance at March 31, 2025 145,032 $ — 375,380 $ 1 $ 2,088 $ ( 1,230 ) $ ( 292 ) $ 567 $ 223 $ 790
5
Six Months Ended March 31, 2024
Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Warner Music
Group Corp. Equity (Deficit) Non-controlling
Interest Total Equity (Deficit)
Shares Value Shares Value
Balance at September 30, 2023 138,345 $ — 377,650 $ 1 $ 2,015 $ ( 1,387 ) $ ( 322 ) $ 307 $ 123 $ 430
Net income — — — — — 255 — 255 34 289
Other comprehensive income, net of tax — — — — — — 21 21 — 21
Dividends ($ 0.34 per share)
— — — — — ( 178 ) — ( 178 ) — ( 178 )
Stock-based compensation
— — — — 33 — — 33 — 33
Distribution to noncontrolling interest holders — — — — — — — — ( 5 ) ( 5 )
Shares issued under the Plan 1,738 — — — — — — — — —
Exchange of Class B shares for Class A shares
1,335 — ( 1,335 ) — — — — — — —
Shares issued under Omnibus Incentive Plan 178 — — — — — — — — —
Balance at March 31, 2024 141,596 $ — 376,315 $ 1 $ 2,043 $ ( 1,310 ) $ ( 301 ) $ 433 $ 152 $ 585
Three Months Ended March 31, 2024
Class A
Common Stock Class B
Common Stock Additional
Paid-in
Capital Accumulated
Deficit Accumulated
Other
Comprehensive
Loss Total
Warner Music
Group Corp. Equity Non-controlling
Interest Total Equity
Shares Value Shares Value
Balance at December 31, 2023 140,637 $ — 377,103 $ 1 $ 2,039 $ ( 1,317 ) $ ( 260 ) $ 463 $ 153 $ 616
Net income — — — — — 96 — 96 — 96
Other comprehensive loss, net of tax — — — — — — ( 41 ) ( 41 ) — ( 41 )
Dividends ($ 0.17 per share)
— — — — — ( 89 ) — ( 89 ) — ( 89 )
Stock-based compensation
— — — — 9 — — 9 — 9
Distribution to noncontrolling interest holders — — — — — — — — ( 1 ) ( 1 )
Shares issued under the Plan
— — — — — — — — — —
Exchange of Class B shares for Class A shares 788 — ( 788 ) — — — — — — —
Shares issued under Omnibus Incentive Plan 171 — — — ( 5 ) — — ( 5 ) — ( 5 )
Balance at March 31, 2024 141,596 $ — 376,315 $ 1 $ 2,043 $ ( 1,310 ) $ ( 301 ) $ 433 $ 152 $ 585
See accompanying notes
6
Warner Music Group Corp.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Description of Business
Warner Music Group Corp. (the “Company”) was formed on November 21, 2003. The Company is the direct parent of WMG Holdings Corp. (“Holdings”), which is the direct parent of WMG Acquisition Corp. (“Acquisition Corp.”). Acquisition Corp. is one of the world’s major music entertainment companies. We classify our business interests into two fundamental operations: Recorded Music and Music Publishing.
Recorded Music Operations
Our Recorded Music business primarily consists of the discovery and development of recording artists and the related marketing, promotion, distribution, sale and licensing of music created by such recording artists. We play an integral role in virtually all aspects of the recorded music value chain from discovering and developing talent to producing, distributing and selling music to marketing and promoting recording artists and their music.
Music Publishing Operations
While Recorded Music is focused on marketing, promoting, distributing and licensing a particular recording of a musical composition, Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter, or engaging in those activities for other rightsholders, our Music Publishing business shares the revenues generated from use of the musical compositions with the songwriter or other rightsholders.
2. Summary of Significant Accounting Policies
Interim Financial Statements
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and notes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2025.
The consolidated balance sheet at September 30, 2024 has been derived from the audited consolidated financial statements at that date but does not include all the information and notes required by U.S. GAAP for complete financial statements.
For further information, refer to the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2024 (File No. 001-32502).
Basis of Consolidation
The accompanying financial statements present the consolidated accounts of all entities in which the Company has a controlling voting interest and/or variable interest required to be consolidated in accordance with U.S. GAAP. All intercompany balances and transactions have been eliminated.
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 810, Consolidation (“ASC 810”) requires the Company first evaluate its investments to determine if any investments qualify as a variable interest entity (“VIE”). A VIE is consolidated if the Company is deemed to be the primary beneficiary of the VIE, which is the party involved with the VIE that has both (i) the power to control the most significant activities of the VIE and (ii) either the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. If an entity is not deemed to be a VIE, the Company consolidates the entity if the Company has a controlling voting interest. As of March 31, 2025 and September 30, 2024, there were approximately $ 70 million and $ 77 million of assets, respectively, related to VIEs included in our condensed consolidated balance sheets. As of March 31, 2025 and September 30, 2024, there were approximately $ 2 million of liabilities related to VIEs included in our condensed consolidated balance sheets.
The Company has performed a review of all subsequent events through the date the financial statements were issued and has determined that no additional disclosures are necessary.
7
Income Taxes
The Company uses the estimated annual effective tax rate method in computing its interim tax provision. Certain items, including those deemed to be unusual and infrequent are excluded from the estimated annual effective tax rate. In such cases, the actual tax expense or benefit is reported in the same period as the related item. Certain tax effects are also not reflected in the estimated annual effective tax rate, primarily certain changes in the realizability of deferred tax assets and uncertain tax positions, and are recorded in the period in which the change occurs.
Global Intangible Low-Taxed Income (“GILTI”) imposes U.S. taxes on the excess of a deemed return on tangible assets of certain foreign subsidiaries. The Company made an election to recognize GILTI tax in the specific period in which it occurs.
New Accounting Pronouncements
Accounting Pronouncements Not Yet Adopted
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . The amendment enhances reportable segment disclosure requirements, primarily by requiring enhanced disclosures about significant segment expenses, reporting for interim periods, and Chief Operating Decision Maker related information. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendment enhances income tax disclosure requirements, by requiring enhanced disclosures on the income tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The amendment requires new financial statement disclosures to provide disaggregated information for certain types of expenses, including purchases of inventory, employee compensation, depreciation, and amortization in commonly presented expense captions such as cost of revenue and selling, general and administrative expenses. The amendments in this ASU are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. The Company is in the process of evaluating the effect that the adoption of these standards will have on its consolidated financial statements.
3. Earnings per Share
The Company utilizes the two-class method to report earnings per share. Basic earnings per share is computed by dividing net income available to each class of stock, less earnings available to participating securities, divided by the weighted average number of outstanding common shares for each class of stock. Diluted earnings per share is computed by dividing net income available to each class of stock, less earnings available to participating securities, divided by the weighted average number of outstanding common shares, plus dilutive potential common shares, which is calculated using the treasury-stock method. The potentially dilutive common shares did not have a dilutive effect on the Company’s EPS calculation for the three and six months ended March 31, 2025 and 2024.
The following table sets forth the calculation of basic and diluted net income per common share under the two-class method for the three and six months ended March 31, 2025 and 2024 (in millions, except share amounts, which are reflected in thousands, and per share data):
8
Three Months Ended March 31,
2025 2024
Class A Class B Class A Class B
Basic and Diluted EPS:
Numerator
Net income attributable to Warner Music Group Corp. $ 10 $ 26 $ 27 $ 69
Less: Net income attributable to participating securities (a)
— — ( 1 ) —
Net income attributable to common stockholders $ 10 $ 26 $ 26 $ 69
Denominator
Weighted average shares outstanding 144,938 375,380 141,044 376,800
Basic and Diluted EPS $ 0.07 $ 0.07 $ 0.18 $ 0.18
Six Months Ended March 31,
2025 2024
Class A Class B Class A Class B
Basic and Diluted EPS:
Numerator
Net income attributable to Warner Music Group Corp. $ 78 $ 194 $ 71 $ 184
Less: Net income attributable to participating securities (a)
( 3 ) — ( 3 ) —
Net income attributable to common stockholders $ 75 $ 194 $ 68 $ 184
Denominator
Weighted average shares outstanding 143,995 375,380 140,013 377,145
Basic and Diluted EPS $ 0.52 $ 0.52 $ 0.49 $ 0.49
______________________________________
(a) Participating securities include unvested restricted stock units, which include the right to receive non-forfeitable dividend equivalents.
9
4. Revenue Recognition
Disaggregation of Revenue
The Company’s revenue consists of the following categories, which aggregate into the segments – Recorded Music and Music Publishing:
Three Months Ended
March 31, Six Months Ended
March 31,
2025 2024 2025 2024
(in millions)
Revenue by Type
Digital $ 841 $ 848 $ 1,714 $ 1,756
Physical 112 111 278 265
Total digital and physical
953 959 1,992 2,021
Artist services and expanded-rights 117 126 313 330
Licensing 105 104 215 283
Total Recorded Music 1,175 1,189 2,520 2,634
Performance 53 52 109 103
Digital 188 187 395 383
Mechanical 16 15 30 30
Synchronization 49 48 88 87
Other 4 4 11 7
Total Music Publishing 310 306 633 610
Intersegment eliminations ( 1 ) ( 1 ) ( 3 ) ( 2 )
Total revenues
$ 1,484 $ 1,494 $ 3,150 $ 3,242
Revenue by geographical location
U.S. Recorded Music $ 497 $ 508 $ 1,029 $ 1,135
U.S. Music Publishing 161 170 334 342
Total U.S. 658 678 1,363 1,477
International Recorded Music 678 681 1,491 1,499
International Music Publishing 149 136 299 268
Total international
827 817 1,790 1,767
Intersegment eliminations ( 1 ) ( 1 ) ( 3 ) ( 2 )
Total revenues
$ 1,484 $ 1,494 $ 3,150 $ 3,242
Sales Returns and Uncollectible Accounts
Based on management’s analysis of sales returns, refund liabilities of $ 17 million and $ 20 million were established at March 31, 2025 and September 30, 2024, respectively.
Based on management’s analysis of estimated credit losses, reserves of $ 23 million and $ 26 million were established at March 31, 2025 and September 30, 2024, respectively.
Deferred Revenue
Deferred revenue increased by $ 436 million during the six months ended March 31, 2025 related to cash received from customers for fixed fees and minimum guarantees in advance of performance, including amounts recognized in the period. Revenues of $ 146 million were recognized during the six months ended March 31, 2025 related to the balance of deferred revenue at September 30, 2024. There were no other significant changes to deferred revenue during the reporting period.
Performance Obligations
For the three months ended March 31, 2025 and March 31, 2024, the Company recognized revenue of $ 17 million and $ 44 million, respectively, from performance obligations satisfied in previous periods. For the six months ended March 31, 2025 and March 31, 2024, the Company recognized revenue of $ 57 million and $ 74 million, respectively, from performance obligations satisfied in previous periods.
10
Revenues expected to be recognized in the future related to performance obligations that are unsatisfied at March 31, 2025 are as follows:
Rest of FY25
FY26
FY27
Thereafter Total
(in millions)
Remaining performance obligations $ 814 $ 542 $ 91 $ 44 $ 1,491
Total $ 814 $ 542 $ 91 $ 44 $ 1,491
5. Comprehensive Income
Comprehensive income, which is reported in the accompanying condensed consolidated statements of equity, consists of net income and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net income. For the Company, the components of other comprehensive income primarily consist of foreign currency translation gains and losses, minimum pension liabilities, and deferred gains and losses on financial instruments designated as hedges under ASC 815, Derivatives and Hedging . The following summary sets forth the changes in the components of accumulated other comprehensive loss.
Foreign Currency Translation Loss (a) Minimum Pension Liability Adjustment Accumulated Other Comprehensive Loss, net
(in millions)
Balances at September 30, 2024 $ ( 244 ) $ ( 3 ) $ ( 247 )
Other comprehensive loss ( 45 ) — ( 45 )
Balances at March 31, 2025 $ ( 289 ) $ ( 3 ) $ ( 292 )
______________________________________
(a) Includes historical foreign currency translation related to certain intra-entity transactions.
6. Goodwill and Intangible Assets
Goodwill
The following analysis details the changes in goodwill for each reportable segment:
Recorded
Music Music
Publishing Total
(in millions)
Balances at September 30, 2024 $ 1,557 $ 464 $ 2,021
Acquisitions 21 — 21
Other adjustments (a) ( 11 ) — ( 11 )
Balances at March 31, 2025 $ 1,567 $ 464 $ 2,031
______________________________________
(a) Other adjustments during the six months ended March 31, 2025 represent foreign currency movements.
The Company performs its annual goodwill impairment test in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”) during the fourth quarter of each fiscal year as of July 1. The Company may conduct an earlier review if events or circumstances occur that would suggest the carrying value of the Company’s goodwill may not be recoverable. No indicators of impairment were identified during the current period that required the Company to perform an interim assessment or recoverability test.
11
Intangible Assets
Intangible assets consist of the following:
Weighted-Average Useful Life March 31,
2025 September 30,
2024
(in millions)
Intangible assets subject to amortization:
Recorded music catalog 12 years $ 1,715 $ 1,616
Music publishing copyrights 24 years 2,595 2,227
Artist and songwriter contracts 13 years 1,115 1,125
Trademarks 17 years 75 69
Other intangible assets 6 years 88 69
Total gross intangible assets subject to amortization 5,588 5,106
Accumulated amortization ( 2,824 ) ( 2,747 )
Total net intangible assets subject to amortization 2,764 2,359
Intangible assets not subject to amortization:
Trademarks and tradenames Indefinite 151 152
Total net intangible assets $ 2,915 $ 2,511
The increase in net intangible assets during the six months ended March 31, 2025 is primarily related to the acquisition of Tempo Music Holdings, LLC (“Tempo”) which is further described below. Additionally, the Company completed various business combinations during the six months ended March 31, 2025 which resulted in the recognition of intangible assets with a preliminary estimated fair value of $ 38 million in the aggregate within recorded music catalogs, artist and songwriter contracts, trademarks, and other intangibles. The increase in net intangible assets was partially offset by unfavorable foreign currency movements.
On February 5, 2025, WMG Tempo Holdco LLC, a wholly owned subsidiary of Acquisition Corp. and an indirect subsidiary of the Company,which has majority representation on the board of WMG Tempo Holdco LLC, acquired a 50.1 % interest in Tempo, a proprietary music rights acquisition platform, for consideration of $ 76 million, including transaction costs, with an option, exercisable on or prior to November 30, 2027, to acquire the remaining 49.9 % of Tempo for approximately $ 73 million, subject to contractual adjustments. The transaction was accounted for as an asset acquisition in accordance with ASC 805, Business Combinations , and the Company recognized $ 351 million of music publishing copyrights and $ 87 million of recorded music catalogs which will each be amortized over an estimated useful life of 15 years. Additionally, the Company recognized approximately $ 13 million of net assets, which consists primarily of cash and accounts receivables. In connection with the transaction, the Company assumed long-term debt held by one of Tempo’s subsidiaries, which was recognized on the acquisition date at its estimated fair value of approximately $ 302 million. The assumed long-term debt is secured only by certain music rights owned by Tempo and is nonrecourse to the Company and its subsidiaries, other than Tempo (refer to Note 7 for more information on the acquired long-term debt). Finally, the Company recognized a corresponding noncontrolling interest of $ 73 million based on the fair value of the acquired assets.
12
7. Debt
Debt Capitalization
As of March 31, 2025, our long-term debt consists of the following:
March 31,
2025 September 30,
2024
(in millions)
Revolving Credit Facility (a) $ — $ —
Senior Term Loan Facility due 2031 1,295 1,295
2.750 % Senior Secured Notes due 2028
352 363
3.750 % Senior Secured Notes due 2029
540 540
3.875 % Senior Secured Notes due 2030
535 535
2.250 % Senior Secured Notes due 2031
481 497
3.000 % Senior Secured Notes due 2031
800 800
Mortgage Term Loan due 2033 17 18
Total debt, including the current portion 4,020 4,048
Premium less unamortized discount and unamortized DFCs ( 30 ) ( 34 )
Total Acquisition Corp. long-term debt, including the current portion, net $ 3,990 $ 4,014
Tempo Asset-Based Notes due 2050 311 —
Unamortized discount
( 9 ) —
Total asset-based long-term debt, including the current portion, net (b)
$ 302 $ —
Total long-term debt, including the current portion, net $ 4,292 $ 4,014
______________________________________
(a) Reflects $ 350 million of commitments under the Revolving Credit Facility, less letters of credit outstanding of approximately $ 2 million as of March 31, 2025 and September 30, 2024. There were no loans outstanding under the Revolving Credit Facility as of March 31, 2025 and September 30, 2024.
(b) The Tempo Asset-Based Notes due 2050 are secured only by certain music rights owned by Tempo and are nonrecourse to the Company and its subsidiaries, other than Tempo.
The Company is the direct parent of Holdings, which is the direct parent of Acquisition Corp. Acquisition Corp. is party to and the borrower under a $ 1,295 million senior secured term loan credit facility, pursuant to a credit agreement dated November 1, 2012, as amended or supplemented (the “Senior Term Loan Credit Agreement”) with JPMorgan Chase Bank NA, as administrative agent and collateral agent, and the other financial institutions and lenders from time to time party thereto (the “Senior Term Loan Facility”). Additionally, as of March 31, 2025 Acquisition Corp. had issued and outstanding the 2.750 % Senior Secured Notes due 2028, the 3.750 % Senior Secured Notes due 2029, the 3.875 % Senior Secured Notes due 2030, the 2.250 % Senior Secured Notes due 2031 and the 3.000 % Senior Secured Notes due 2031 (together, the “Acquisition Corp. Notes”).
All of the Acquisition Corp. Notes are guaranteed by all of Acquisition Corp.’s domestic wholly-owned subsidiaries. The guarantee of the Acquisition Corp. Notes by Acquisition Corp.’s domestic wholly-owned subsidiaries is full, unconditional and joint and several. The secured notes are guaranteed on a senior secured basis.
The Company and Holdings are holding companies that conduct substantially all of their business operations through Acquisition Corp. Accordingly, while Acquisition Corp. and its subsidiaries are not currently restricted from distributing funds to the Company and Holdings under the indentures for the Acquisition Corp. Notes or the credit agreements for the Acquisition Corp. Senior Credit Facilities, including the Revolving Credit Facility (as defined below) and the Senior Term Loan Facility, should Acquisition Corp.’s Total Indebtedness to EBITDA Ratio increase above 3.50 :1.00 and the term loans not achieve an investment grade rating, the covenants under the Revolving Credit Facility, which are currently suspended, will be reinstated and the ability of the Company and Holdings to obtain funds from their subsidiaries will be restricted by the Revolving Credit Facility. The Company was in compliance with its covenants under its outstanding notes, the Revolving Credit Facility and the Senior Term Loan Facility as of March 31, 2025 .
Fiscal 2025 Transactions
Acquisition of Tempo
13
Following its acquisition of Tempo on February 5, 2025, the Company holds approximately $ 311 million of asset-based securities due November 2050 (“Asset-Based Notes”) issued by a subsidiary of Tempo and secured only by certain music rights owned by Tempo and is nonrecourse to the Company and its subsidiaries, other than Tempo. These notes, which consist of multiple fixed rate tranches, will accrue at a fixed weighted average rate of 4.62 % until November 30, 2027, with higher interest rates thereafter. Principal and interest are payable in equal semi-annual installments.
Interest Rates
The loans under the Revolving Credit Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the secured overnight financing rate as administered by the Federal Reserve Bank of New York for the applicable interest period (“Revolving Term SOFR”), and other rates for alternate currencies, such as EURIBOR and SONIA, as provided in the Revolving Credit Agreement, subject to a zero floor, plus 1.75 % per annum in the case of Initial Revolving Loans (as defined in the Revolving Credit Agreement), or 1.875 % per annum in the case of 2020 Revolving Loans (as defined in the Revolving Credit Agreement), or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent from time to time, (y) 0.50 % in excess of the overnight federal funds rate and (z) the one-month Revolving Term SOFR plus 1.0 % per annum, plus, in each case, 0.75 % per annum in the case of Initial Revolving Loans, or 0.875 % per annum in the case of 2020 Revolving Loans; provided that, in respect of 2020 Revolving Loans, the applicable margin with respect to such loans is subject to adjustment as set forth in the pricing grid in the Revolving Credit Agreement. Based on the Senior Secured Indebtedness to EBITDA Ratio of 2.30 x at March 31, 2025, the applicable margin for SOFR loans and risk-free rate loans would be 1.375 % instead of 1.875 % and the applicable margin for ABR loans would be 0.375 % instead of 0.875 % in the case of 2020 Revolving Loans. If there is a payment default at any time, then the interest rate applicable to overdue principal will be the rate otherwise applicable to such loan plus 2.0 % per annum. Default interest will also be payable on other overdue amounts at a rate of 2.0 % per annum above the amount that would apply to an alternative base rate loan.
The loans under the Senior Term Loan Facility bear interest at Acquisition Corp.’s election at a rate equal to (i) the forward-looking term rate based on Term SOFR subject to a zero floor, plus 1.75 % per annum or (ii) the base rate, which is the highest of (x) the corporate base rate established by the administrative agent as its prime rate in effect at its principal office in New York City from time to time, (y) 0.50 % in excess of the overnight federal funds rate and (z) one-month Term SOFR, plus 1.00 % per annum, subject to a 1.00 % floor, plus, in each case, 1.00 % per annum. If there is a payment default at any time, then the interest rate applicable to overdue principal and interest will be the rate otherwise applicable to such loan plus 2.00 % per annum. Default interest will also be payable on other overdue amounts at a rate of 2.00 % per annum above the amount that would apply to an alternative base rate loan.
The term loan entered into on January 27, 2023 (the “Term Loan Mortgage”) bears interest at a rate of 30-day SOFR plus the applicable margin of 1.40 %, subject to a zero floor.
Interest on the Asset-Based Notes, which consist of multiple fixed rate tranches, will accrue at a fixed weighted average rate of 4.62 % until November 30, 2027. Following November 30, 2027, if the Asset-Based Notes remain outstanding, the interest rate on the outstanding Asset-Based Notes will increase by a per annum rate equal to the greater of: (i) 5.0 % and (ii) the amount, if any, by which the sum of the following exceeds the interest rate otherwise payable with respect to such Asset-Based Notes: (A) the yield to maturity (adjusted to a quarterly bond-equivalent basis) on November 30, 2027 of the U.S. treasury security having a term closest to seven years plus (B) 5.0 %, plus (C) with respect to class A notes, 3.53 % and, with respect to class B notes, 4.28 %.
The Company has entered into, and in the future may enter into, interest rate swaps to manage interest rate risk. As of March 31, 2025, there are no interest rate swaps outstanding.
Maturity of Senior Term Loan Facility
The loans outstanding under the Senior Term Loan Facility mature on January 24, 2031.
Maturity of Revolving Credit Facility
The maturity date of the Revolving Credit Facility is November 30, 2028.
Maturities of Senior Secured Notes
As of March 31, 2025, there are no scheduled maturities of notes until 2028, when $ 352 million is scheduled to mature. Thereafter, $ 2.667 billion is scheduled to mature.
Maturity of Term Loan Mortgage
14
The maturity date of the Term Loan Mortgage is January 27, 2033, subject to a call option exercisable by Truist Bank at any time after January 27, 2028 if certain criteria relating to the Company’s creditworthiness are met.
Maturity of Tempo Asset-Based Notes
The maturity date of the Asset-Based Notes is November 30, 2050.
Interest Expense, net
Total interest expense, net was $ 39 million and $ 42 million for the three months ended March 31, 2025 and 2024, respectively, and $ 76 million and $ 81 million for the six months ended March 31, 2025 and 2024, respectively. Interest expense, net includes interest expense related to our outstanding indebtedness of $ 44 million and $ 46 million for the three months ended March 31, 2025 and 2024, respectively, and $ 87 million and $ 91 million for the six months ended March 31, 2025 and 2024, respectively. The weighted-average interest rate of the Company’s total debt was 4.1 % at March 31, 2025, 4.3 % at September 30, 2024, and 4.5 % at March 31, 2024.
8. Restructuring and Impairments
Strategic Restructuring Plan
In 2024, the Company announced a strategic restructuring plan (the “Strategic Restructuring Plan”) designed to free up additional funds to invest in music and accelerate the Company’s growth for the next decade. The Company expects to incur total non-recurring restructuring charges of approximately $ 240 million or approximately $ 160 million of total non-recurring after tax charges . The expected pre-tax charges include approximately $ 158 million of severance and other contract termination costs, along with approximately $ 82 million of non-cash impairment charges. The majority of severance payments and other termination costs are expected to be paid by the end of fiscal year 2026.
For the three months ended March 31, 2025, total severance and other contract termination costs recorded in connection with the Strategic Restructuring Plan were $ 7 million, all of which was recognized in our Recorded Music segment. For the six months ended March 31, 2025, total severance and other contract termination costs recorded in connection with the Strategic Restructuring Plan were $ 8 million, of which $ 9 million of expense was recognized in our Recorded Music segment while there was a $ 1 million benefit recognized at Corporate due to a change in estimate. Additionally, for the three and six months ended March 31, 2025, the Company recognized $ 6 million and $ 32 million of impairment losses, respectively, all of which were recognized in our Recorded Music segment. Impairment charges recognized during the period primarily relate to the write-off of certain long-form audiovisual production assets and lease termination costs for office closures. The Company continues to review its operations for additional cost
savings and efficiencies. Our ongoing review could result in additional costs and charges which may be significant.
As of March 31, 2025, total cumulative restructuring and impairment charges recognized in connection with the Strategic Restructuring Plan were $ 218 million with $ 208 million of costs recognized in our Recorded Music segment and $ 10 million recognized at Corporate. These costs are composed of $ 136 million of severance and other contract termination costs, of which $ 7 million was non-cash, and $ 82 million of non-cash impairment charges.
The below table sets forth the activity for the six months ended March 31, 2025 in the restructuring accrual associated with the Strategic Restructuring Plan included within accrued liabilities in the accompanying condensed consolidated balance sheets.
Severance Costs Contract Termination Costs Total
(in millions)
Balance at September 30, 2024 $ 99 $ 5 $ 104
Restructuring charges 1 7 8
Cash payments ( 47 ) ( 4 ) ( 51 )
Foreign currency movements ( 1 ) — ( 1 )
Balance at March 31, 2025 $ 52 $ 8 $ 60
15
9. Commitments and Contingencies
From time to time the Company is involved in claims and legal proceedings that arise in the ordinary course of business. The Company is currently subject to several such claims and legal proceedings. Based on currently available information, the Company does not believe that resolution of pending matters will have a material adverse effect on its financial condition, cash flows or results of operations. However, litigation is subject to inherent uncertainties, and there can be no assurances that the Company’s defenses will be successful or that any such lawsuit or claim would not have a material adverse impact on the Company’s business, financial condition, cash flows and results of operations in a particular period. Any claims or proceedings against the Company, whether meritorious or not, can have an adverse impact because of defense costs, diversion of management and operational resources, negative publicity and other factors.
10. Equity
Stock-Based Compensation
The Company’s stock-based compensation plans are described in Note 14, “Equity,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. Stock-based compensation consists primarily of common stock, restricted stock units and market-based performance share units granted to eligible employees and executives under the Omnibus Incentive Plan.
For the three and six months ended March 31, 2025, the Company recognized a total of $ 14 million and $ 27 million of non-cash stock-based compensation expense, respectively, which was recorded to additional paid-in capital. For the three and six months ended March 31, 2024, the Company recognized a total of $ 9 million and $ 18 million of non-cash stock-based compensation expense, respectively, all of which was recorded to additional paid-in capital. During the six months ended March 31, 2025 and 2024, $ 7 million and $ 15 million of share-based compensation liabilities were reclassified to additional paid-in capital upon a certain number of awards becoming determinable, respectively.
Common Stock
During the six months ended March 31, 2025, in connection with the Senior Management Free Cash Flow Plan (the “Plan”), the Company issued a total of 1,738,018 shares of Class A Common Stock to settle all remaining participants’ deferred equity units previously issued under the Plan.
During the three and six months ended March 31, 2025, the Company satisfied the vesting of RSUs by issuing 730,903 and 794,789 shares of Class A Common Stock under the Omnibus Incentive Plan, respectively, which is net of shares used to settle employee income tax obligations.
Share Repurchase Program
On November 14, 2024, the Company’s board of directors authorized a new $ 100 million share repurchase program (the “Share Repurchase Program”), which is intended to offset dilution from the Omnibus Incentive Plan. Under this authorization, the Company may, from time to time, purchase shares of its Class A Common Stock through open market transactions, privately negotiated transactions, forward, derivative, or accelerated repurchase transactions, tender offers or otherwise, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Exchange Act. The $ 100 million share repurchase authorization does not obligate the Company to purchase any shares and the Share Repurchase Program does not have a fixed expiration date. The Company may enter into a pre-arranged stock trading plan in accordance with the guidelines specified under Rule 10b5-1 to effectuate all or a portion of the Share Repurchase Program. The Company expects to finance any repurchases from a combination of cash on hand and cash provided by operating activities. The timing and method of any repurchases, which will depend on a variety of factors, including market conditions, are subject to our results of operations, financial condition, liquidity and other factors. The authorization for the Share Repurchase Program may be suspended, terminated, increased or decreased by the Company’s board of directors at any time.
We did not repurchase any common shares during the three months ended March 31, 2025.
The following table summarizes our total share repurchases and retirement under the Share Repurchase Program during the three and six months ended March 31, 2025:
Three Months Ended
March 31, 2025 Six Months Ended
March 31, 2025
Share Repurchase Type
Shares Amount
(in millions) Shares Amount
(in millions)
Open Market Repurchases
— $ — 60,383 $ 2
16
11. Income Taxes
For the three and six months ended March 31, 2025, the Company recorded an income tax expense of $ 29 million and $ 118 million, respectively. The income tax expense for the three and six months ended March 31, 2025 is higher than the expected tax expense at the statutory rate of 21% primarily due to foreign income taxed at rates higher than in the United States, including withholding taxes, U.S. state and local taxes, non-deductible executive compensation under IRC Section 162(m), and unrecognized tax benefit related to uncertain tax positions. These charges were partially offset by tax benefits associated with Research and Development (“R&D”) credits, and the net impact of GILTI and foreign derived intangible income (“FDII”).
For the three and six months ended March 31, 2024, the Company recorded an income tax expense of $ 18 million and $ 90 million, respectively. The income tax expense for the three and six months ended March 31, 2024 is higher than the expected tax benefit at the statutory tax rate of 21% primarily due to foreign income taxed at rates higher than in the United States, including withholding taxes, U.S. state and local taxes, non-deductible executive compensation under IRC Section 162(m), and unrecognized tax benefit related to uncertain tax positions. These charges were partially offset by the tax benefit from the winding down of the Company’s owned and operated media properties, nontaxable income from partnerships, the net impact of GILTI and FDII, and tax benefits associated with R&D credits.
The Company has determined that it is reasonably possible that the gross unrecognized tax benefits as of March 31, 2025 could decrease by up to approximately $ 2 million related to various ongoing audits and settlement discussions in various jurisdictions during the next twelve months.
The Organization for Economic Co-operation and Development (“OECD”) introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted or are expected to enact legislation with general implementation of a global minimum tax rate by January 1, 2025. The Company has evaluated the potential impact of the rules based on the most recently available information and estimates that the impact to the Company is immaterial. The Company will continue to monitor legislative developments to determine if there are significant changes to Pillar 2 rules that could lead to a material impact.
12. Derivative Financial Instruments
The Company uses derivative financial instruments, primarily foreign currency forward exchange contracts, for the purposes of managing foreign currency exchange rate risk on expected future cash flows.
As of March 31, 2025, the Company had outstanding foreign currency forward exchange contracts for the sale of $ 369 million and the purchase of $ 206 million of foreign currencies at fixed rates that will be settled by September 2025. As of September 30, 2024, the Company had no foreign currency forward exchange contracts outstanding.
The Company recorded realized pre-tax gains of $ 7 million and unrealized pre-tax gains of $ 3 million related to its foreign currency forward exchange contracts in the condensed consolidated statement of operations as other expense for the six months ended March 31, 2025. The Company recorded realized pre-tax gains of $ 1 million and recorded no unrealized pre-tax gains or losses related to its foreign currency forward exchange contracts in the condensed consolidated statement of operations as other expense for the six months ended March 31, 2024.
The following is a summary of amounts recorded in the consolidated balance sheets pertaining to the Company’s derivative instruments at March 31, 2025 and September 30, 2024:
March 31,
2025 September 30,
2024
(in millions)
Other Current Assets:
Foreign currency forward exchange contracts (a)
4 —
Other Current Liabilities:
Foreign currency forward exchange contracts (a)
( 1 ) —
______________________________________
(a) Includes $ 11 million and $ 8 million of foreign exchange derivative contracts in asset and liability positions, respectively, which net to $ 4 million of current assets and $ 1 million of current liabilities, respectively.
17
13. Segment Information
Based on the nature of its products and services, the Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing, which also represent the reportable segments of the Company. Information as to each of these operations is set forth below. The Company evaluates performance based on several factors, of which the primary financial measure is operating income (loss) before non-cash depreciation of tangible assets and non-cash amortization of intangible assets adjusted to exclude the impact of non-cash stock-based compensation and other related expenses and certain items that affect comparability including but not limited to gains or losses on divestitures and expenses related to restructuring and transformation initiatives, which includes costs associated with the Company’s financial transformation initiative to design and implement new information technology and upgrade our finance infrastructure (“Adjusted OIBDA”). Items excluded are not viewed to contribute directly to management’s evaluation of operating results.
The accounting policies of the Company’s business segments are the same as those described in Note 2, “Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024. The Company accounts for intersegment sales at fair value as if the sales were to third parties. While intercompany transactions are treated like third-party transactions to determine segment performance, the revenues (and corresponding expenses recognized by the segment that is counterparty to the transaction) are eliminated in consolidation, and therefore, do not themselves impact consolidated results.
Recorded
Music Music
Publishing Corporate
expenses and
eliminations Total
Three Months Ended (in millions)
March 31, 2025
Revenues $ 1,175 $ 310 $ ( 1 ) $ 1,484
Adjusted OIBDA
270 85 ( 52 ) 303
March 31, 2024
Revenues $ 1,189 $ 306 $ ( 1 ) $ 1,494
Adjusted OIBDA
272 82 ( 42 ) 312
Recorded
Music Music
Publishing Corporate
expenses and
eliminations Total
Six Months Ended (in millions)
March 31, 2025
Revenues $ 2,520 $ 633 $ ( 3 ) $ 3,150
Adjusted OIBDA
593 168 ( 95 ) 666
March 31, 2024
Revenues 2,634 610 ( 2 ) 3,242
Adjusted OIBDA
684 168 ( 89 ) 763
Adjusted OIBDA is not a measure defined by U.S. GAAP but is computed using amounts that are determined in accordance with U.S. GAAP. A reconciliation of the Company’s Adjusted OIBDA to operating income is presented below.
For the Three Months Ended
March 31, For the Six Months Ended
March 31,
2025 2024 2025 2024
Operating income $ 168 $ 119 $ 382 $ 473
Amortization expense 62 57 119 112
Depreciation expense 28 26 57 52
Restructuring and impairments 13 95 40 95
Transformation initiative costs 18 19 35 38
Net gain on divestitures — ( 14 ) — ( 31 )
Non-cash stock-based compensation and other related costs 14 10 33 24
Adjusted OIBDA $ 303 $ 312 $ 666 $ 763
18
14. Additional Financial Information
Supplemental Cash Flow Disclosures
The Company made interest payments of approximately $ 53 million and $ 57 million during the three months ended March 31, 2025 and 2024, respectively, and approximately $ 71 million and $ 90 million during the six months ended March 31, 2025 and 2024, respectively. The Company paid approximately $ 58 million and $ 33 million of income and withholding taxes, net of refunds, for the three months ended March 31, 2025 and 2024, respectively, and approximately $ 101 million and $ 72 million of income and withholding taxes, net of refunds, for the six months ended March 31, 2025 and 2024, respectively. Non-cash investing activities were approximately $ 34 million related to business combinations and the acquisition of music catalogs during the six months ended March 31, 2025, and $ 18 million related to the acquisition of music publishing rights and music catalogs during the six months ended March 31, 2024.
Net Gain on Divestitures
The Company recognized a pre-tax gain of $ 14 million and $ 31 million during the three and six months ended March 31, 2024, respectively, in connection with the divestiture of certain sound recordings rights in the period which has been reflected as a net gain on divestiture in the accompanying condensed consolidated statement of operations.
Net Gain on Sale of Investments
The Company recognized a pre-tax realized net gain of $ 29 million during the six months ended March 31, 2025 in connection with the sale of an investment which has been presented within the Other income (expense) line of the accompanying condensed consolidated statement of operations.
Dividends
The Company’s ability to pay dividends may be restricted by covenants in the credit agreement for the Revolving Credit Facility which are currently suspended but which will be reinstated if Acquisition Corp.’s Total Indebtedness to EBITDA Ratio increases above 3.50 :1.00 and the term loans do not achieve an investment grade rating.
The Company has been paying quarterly cash dividends to holders of its Class A Common Stock and Class B Common Stock. The declaration of each dividend will continue to be at the discretion of the Company’s board of directors and will depend on the Company’s financial condition, earnings, liquidity and capital requirements, level of indebtedness, contractual restrictions with respect to payment of dividends, restrictions imposed by Delaware law, general business conditions and any other factors that the Company’s board of directors deems relevant in making such a determination. Therefore, there can be no assurance that the Company will pay any dividends to holders of the Company’s common stock, or as to the amount of any such dividends.
On February 14, 2025, the Company’s board of directors declared a cash dividend of $ 0.18 per share on the Company’s Class A Common Stock and Class B Common Stock, as well as related payments under certain stock-based compensation plans, which was paid to stockholders on March 4, 2025. The Company paid an aggregate of approximately $ 95 million and $ 189 million, or $ 0.18 and $ 0.36 per share, in cash dividends to stockholders and participating security holders for the three and six months ended March 31, 2025.
15. Fair Value Measurements
The following tables show the fair value of the Company’s financial instruments that are required to be measured at fair value as of March 31, 2025 and September 30, 2024.
Fair Value Measurements as of March 31, 2025
(Level 1) (Level 2) (Level 3) Total
(in millions)
Other Current Assets:
Foreign currency forward exchange contracts (a)
$ — $ 4 $ — $ 4
Other current liabilities:
Foreign currency forward exchange contracts (a)
$ — $ ( 1 ) $ — $ ( 1 )
Other noncurrent assets:
Equity investments with readily determinable fair value (b)
8 — — 8
19
Fair Value Measurements as of September 30, 2024
(Level 1) (Level 2) (Level 3) Total
(in millions)
Other noncurrent assets:
Equity investment with readily determinable fair value (b)
9 — — 9
______________________________________
(a) The fair value of foreign currency forward exchange contracts is based on dealer quotes of market forward rates and reflects the amount that the Company would receive or pay at their maturity dates for contracts involving the same currencies and maturity dates.
(b) These represent equity investments with a readily determinable fair value. The Company has measured its investments to fair value in accordance with ASC 321, Investments—Equity Securities, based on quoted prices in active markets.
The majority of the Company’s non-financial instruments, which include goodwill, intangible assets, inventories and property, plant and equipment, are not required to be re-measured to fair value on a recurring basis. These assets are evaluated for impairment if certain triggering events occur. If such evaluation indicates that impairment exists, the asset is written down to its fair value. In addition, an impairment analysis is performed at least annually for goodwill and indefinite-lived intangible assets.
Equity Investments Without Readily Determinable Fair Value
The Company evaluates its equity investments without readily determinable fair values for impairment if factors indicate that a significant decrease in value has occurred. The Company has elected to use the measurement alternative to fair value that will allow these investments to be recorded at cost, less impairment, and adjusted for subsequent observable price changes. In the three and six month periods ended March 31, 2025, the Company recorded approximately $ 2 million and $ 3 million of impairment charges on these investments, respectively. The Company did not record any impairment charges on these investments during the three months ended March 31, 2024 and recorded approximately $ 1 million of impairment charges on these investments during the six months ended March 31, 2024. In addition, there were no observable price changes events that were completed during the three and six months ended March 31, 2025 and 2024.
Fair Value of Debt
Based on the level of interest rates prevailing at March 31, 2025, the fair value of the Company’s debt was $ 4.112 billion. Based on the level of interest rates prevailing at September 30, 2024, the fair value of the Company’s debt was $ 3.836 billion. The fair value of the Company’s debt instruments is determined using quoted market prices from less active markets or by using quoted market prices for instruments with identical terms and maturities; both approaches are considered a Level 2 measurement.
20