SEC Company Response from Warner Music Group (WMG) — Mar 11, 2026
Warner Music Group Corp.
Date: March 11, 2026 · CIK: 0001319161 · Accession: 0001193125-26-101198
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-32502
Letter
Re: Warner Music Group Corp. Form 10-K for Fiscal Year Ended September 30, 2025 File No. 001-32502 Ladies and Gentlemen: This letter sets forth the responses of Warner Music Group Corp. (the “ Company ”) to the comments of the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ” or “ SEC ”) contained in the letter, dated March 2, 2026. The Commission’s comments are set forth below in bold italics, and the Company’s responses are set forth in plain text immediately following each comment. Please let us know if we can provide additional information to assist in the review process. Form 10-K for Fiscal Year Ended September 30, 2025 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Business Segment Results, page 57
March 11, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549
1. We note that you have presented adjusted OIBDA on a segment basis. This measure appears to be an additional profit/(loss) measure that is not calculated in accordance with GAAP. Please reconcile this measure to the most directly comparable GAAP measure in accordance with Item 10(e) of Regulation S-K and Regulation G.
Response: The Company will provide the requested reconciliations for adjusted OIBDA on a segment basis in its periodic reports on Form 10-K and Form 10-Q in future filings. The reconciliations for each of the Recorded Music and Music Publishing segments and Corporate for the fiscal years ended September 30, 2025, 2024 and 2023 and for the three months ended December 31, 2025 and 2024 are presented in the table below.
Three Months Ended December 31,
Fiscal Year Ended September 30,
Recorded Music
Recorded Music operating income
Depreciation and amortization expense
Restructuring and impairments
Executive transition costs
—
—
—
—
Net gain on divestitures
—
—
—
(17 )
(41 )
Non-cash stock-based compensation and other related costs
Recorded Music Adjusted OIBDA
1,269
1,282
1,094
Music Publishing
Music Publishing operating income
Depreciation and amortization
Restructuring and impairments
—
—
—
—
Net gain on divestitures
—
—
—
(14 )
—
Non-cash stock-based compensation and other related costs
Music Publishing Adjusted OIBDA
Corporate
Corporate operating loss
(106 )
(79 )
(380 )
(331 )
(285 )
Depreciation and amortization
Restructuring and impairments
(1 )
Transformation initiatives and other related costs
Executive transition costs
—
—
—
Net gain on divestitures
—
—
(1 )
—
Non-cash stock-based compensation and other related costs
Corporate Adjusted OIBDA
(42 )
(43 )
(187 )
(180 )
(155 )
Notes to Consolidated Financial Statements 17. Segment Information, page 115
2. Please revise your disclosure to provide a reconciliation of your total segment profit/(loss) measure to your consolidated income before taxes for each reporting period presented as required by ASC 280-10-50-30.
Response: The Company will revise its segment footnote disclosure in future periodic reports on Form 10-K and Form 10-Q as set forth below.
Corporate
Recorded
Music
expenses and
Music
Publishing
eliminations
Total
(in millions)
September 30, 2025
Revenues
5,408
1,306
(7 )
6,707
Cost of revenue
2,818
(7 )
3,632
Selling and marketing expense
Distribution expense
—
—
General and administrative expense
1,135
Restructuring & Impairment
Amortization expense
—
Operating income (loss)
(380 )
Interest expense, net
Other expense, net
Income before income taxes
Total assets
5,328
3,463
1,038
9,829
Capital expenditures
Depreciation expense
September 30, 2024
Revenues
5,223
1,210
(7 )
6,426
Cost of revenue
2,599
(7 )
3,355
Selling and marketing expense
Distribution expense
—
—
General and administrative expense
1,089
Restructuring & Impairment
—
Amortization expense
(1 )
Net gain on divestitures
(17 )
(14 )
(1 )
(32 )
Operating income (loss)
(331 )
Interest expense, net
Other expense, net
Income before income taxes
Total assets
4,945
3,017
1,193
9,155
Capital expenditures
Depreciation expense
September 30, 2023
Revenues
4,955
1,088
(6 )
6,037
Cost of revenue
2,502
(6 )
3,177
Gross margin
2,453
2,860
Selling and marketing expense
Distribution expense
—
—
General and administrative expense
Restructuring & Impairment
—
—
Amortization expense
—
Net gain on divestitures
(41 )
—
—
(41 )
Operating income (loss)
(285 )
Loss on extinguishment of debt
Interest expense, net
Other expense, net
Income before income taxes
Total assets
4,677
2,781
1,087
8,545
Capital expenditures
Depreciation expense
* * * *
If you have any questions regarding this letter, please do not hesitate to contact me at az@wmg.com.
Sincerely,
/s/ Armin Zerza
Armin Zerza Executive Vice President and Chief Financial
Officer Warner Music Group Corp.
cc:
Keira Nakada, Division of Corporation Finance
Angela Lumley, Division of Corporation Finance
Paul Robinson, Executive Vice President and General Counsel
Matthew E. Kaplan, Debevoise & Plimpton LLP
Eric T. Juergens, Debevoise & Plimpton, LLP
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CORRESP 1 filename1.htm CORRESP March 11, 2026 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Trade & Services 100 F Street, N.E. Washington, D.C. 20549 Re: Warner Music Group Corp. Form 10-K for Fiscal Year Ended September 30, 2025 File No. 001-32502 Ladies and Gentlemen: This letter sets forth the responses of Warner Music Group Corp. (the “ Company ”) to the comments of the staff (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ” or “ SEC ”) contained in the letter, dated March 2, 2026. The Commission’s comments are set forth below in bold italics, and the Company’s responses are set forth in plain text immediately following each comment. Please let us know if we can provide additional information to assist in the review process. Form 10-K for Fiscal Year Ended September 30, 2025 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations Business Segment Results, page 57 1. We note that you have presented adjusted OIBDA on a segment basis. This measure appears to be an additional profit/(loss) measure that is not calculated in accordance with GAAP. Please reconcile this measure to the most directly comparable GAAP measure in accordance with Item 10(e) of Regulation S-K and Regulation G. Response: The Company will provide the requested reconciliations for adjusted OIBDA on a segment basis in its periodic reports on Form 10-K and Form 10-Q in future filings. The reconciliations for each of the Recorded Music and Music Publishing segments and Corporate for the fiscal years ended September 30, 2025, 2024 and 2023 and for the three months ended December 31, 2025 and 2024 are presented in the table below. Three Months Ended December 31, Fiscal Year Ended September 30, 2025 2024 2025 2024 2023 Recorded Music Recorded Music operating income 329 238 850 916 875 Depreciation and amortization expense 46 45 189 179 205 Restructuring and impairments 22 28 198 166 40 Executive transition costs — — 4 — — Net gain on divestitures — — — (17 ) (41 ) Non-cash stock-based compensation and other related costs 6 12 28 38 15 Recorded Music Adjusted OIBDA 403 323 1,269 1,282 1,094 Music Publishing Music Publishing operating income 65 55 224 238 200 Depreciation and amortization 35 27 127 102 93 Restructuring and impairments — — 5 — — Net gain on divestitures — — — (14 ) — Non-cash stock-based compensation and other related costs 2 1 5 4 3 Music Publishing Adjusted OIBDA 102 83 361 330 296 Corporate Corporate operating loss (106 ) (79 ) (380 ) (331 ) (285 ) Depreciation and amortization 18 14 60 46 34 Restructuring and impairments 12 (1 ) 31 11 2 Transformation initiatives and other related costs 17 17 70 76 53 Executive transition costs — — 4 — 7 Net gain on divestitures 5 — — (1 ) — Non-cash stock-based compensation and other related costs 12 6 28 19 34 Corporate Adjusted OIBDA (42 ) (43 ) (187 ) (180 ) (155 ) Notes to Consolidated Financial Statements 17. Segment Information, page 115 2. Please revise your disclosure to provide a reconciliation of your total segment profit/(loss) measure to your consolidated income before taxes for each reporting period presented as required by ASC 280-10-50-30. 2 Response: The Company will revise its segment footnote disclosure in future periodic reports on Form 10-K and Form 10-Q as set forth below. Corporate Recorded Music expenses and Music Publishing eliminations Total (in millions) September 30, 2025 Revenues 5,408 1,306 (7 ) 6,707 Cost of revenue 2,818 821 (7 ) 3,632 Selling and marketing expense 615 3 24 642 Distribution expense 112 — — 112 General and administrative expense 679 131 325 1,135 Restructuring & Impairment 198 5 31 234 Amortization expense 136 122 — 258 Operating income (loss) 850 224 (380 ) 694 Interest expense, net 162 Other expense, net 42 Income before income taxes 490 Total assets 5,328 3,463 1,038 9,829 Capital expenditures 22 3 114 139 Depreciation expense 53 5 60 118 September 30, 2024 Revenues 5,223 1,210 (7 ) 6,426 Cost of revenue 2,599 763 (7 ) 3,355 Selling and marketing expense 663 2 20 685 Distribution expense 105 — — 105 General and administrative expense 664 123 302 1,089 Restructuring & Impairment 166 — 11 177 Amortization expense 127 98 (1 ) 224 Net gain on divestitures (17 ) (14 ) (1 ) (32 ) Operating income (loss) 916 238 (331 ) 823 Interest expense, net 161 Other expense, net 61 Income before income taxes 601 Total assets 4,945 3,017 1,193 9,155 Capital expenditures 28 1 87 116 Depreciation expense 52 4 47 103 September 30, 2023 Revenues 4,955 1,088 (6 ) 6,037 Cost of revenue 2,502 681 (6 ) 3,177 Gross margin 2,453 407 0 2,860 Selling and marketing expense 695 3 12 710 Distribution expense 125 — — 125 General and administrative expense 604 114 273 991 Restructuring & Impairment 40 — — 40 Amortization expense 155 90 — 245 Net gain on divestitures (41 ) — — (41 ) Operating income (loss) 875 200 (285 ) 790 Loss on extinguishment of debt 4 Interest expense, net 141 Other expense, net 36 Income before income taxes 609 Total assets 4,677 2,781 1,087 8,545 Capital expenditures 39 1 87 127 Depreciation expense 50 3 34 87 * * * * 3 If you have any questions regarding this letter, please do not hesitate to contact me at az@wmg.com. Sincerely, /s/ Armin Zerza Armin Zerza Executive Vice President and Chief Financial Officer Warner Music Group Corp. cc: Keira Nakada, Division of Corporation Finance Angela Lumley, Division of Corporation Finance Paul Robinson, Executive Vice President and General Counsel Matthew E. Kaplan, Debevoise & Plimpton LLP Eric T. Juergens, Debevoise & Plimpton, LLP 4